ELXSI Corporation
                              3600 Rio Vista Avenue
                                     Suite A
                             Orlando, Florida 32805

                                                               December 8, 1997
ELX Limited Partnership
3600 Rio Vista Avenue
Suite A
Orlando, Florida  32805

                 $1,155,625 Promissory Note due December 8, 1997
                 -----------------------------------------------
Dear Sirs:

         Reference is made to that certain  $1,155,625  Promissory  Note,  dated
December 8, 1994 (the "ELX->ELXSI Corp.  Note"), of ELX Limited  Partnership,  a
Delaware  limited  partnership   ("ELX"),   payable  to  the  undersigned  ELXSI
Corporation,  a Delaware  corporation ("ELXSI Corp."). The ELX->ELXSI Corp. Note
matures  today,  and the  accrued  and  unpaid  interest  thereunder  amounts to
$333,055.

         1. Receipt of Interest.  ELXSI Corp. hereby acknowledges receipt of the
$333,055 from ELX, in satisfaction  of all accrued and unpaid  interest  through
the date hereof under the ELX->ELXSI Corp. Note.

         2. Extension.  ELXSI Corp. hereby agrees that the "Maturity Date" under
(and as defined in) the ELX->ELXSI Corp. Note is hereby extended by three years,
to December 8, 2000.  The  foregoing  shall for all  purposes be effective as an
amendment of the ELX->ELXSI  Corp.  Note.  Accordingly,  in the event that ELXSI
Corp.  wishes to assign or otherwise  transfer the ELX->ELXSI  Corp. Note to any
third party, ELXSI Corp. shall advise such third party of such amendment, and/or
take such other reasonable actions, as may be reasonably necessary,  in order to
render such amendment binding and effective on such third party.

         3. Further Assurances.  From time to time after the date hereof, as and
when requested by either party hereto,  the other party hereto shall execute and
deliver,  or cause to be executed and delivered,  such documents and instruments
and shall  take,  or cause to be taken,  such  further or other  actions as such
requesting  party may reasonably deem necessary or desirable in order to further
effect or evidence the  transactions  contemplated  hereby or to otherwise carry
out the intent and purposes of this agreement.

         4. Governing Law. This agreement  shall be  interpreted,  construed and
enforced in accordance with the laws of the State of New York.



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         Kindly  indicate your acceptance of and agreement with the foregoing by
executing a counterpart of this letter in the space provided below, whereupon it
shall become a binding agreement between us.

                                                 Very truly yours,

                                                 ELXSI CORPORATION


                                                 By:____________________________
                                                      Thomas R. Druggish
                                                      Vice President, Treasurer
                                                        & Secretary


ACCEPTED AND AGREED TO, as of the date first above written:

ELX LIMITED PARTNERSHIP


By:  _________________________
     Alexander M. Milley
     Sole General Partner



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