Exhibit 10.13


                                      ELXSI
                              3600 Rio Vista Avenue
                                     Suite A
                             Orlando, Florida 32805



                                                               November 30, 2001



Daniel E. Bloodwell
Robert T. Germaine
Lawrence J. Pszenny
James P. Shine
c/o Bickford's Family Restaurants
1330 Soldier's Field Road
Boston, Massachusetts  02135

                     ELXSI 1991 Phantom Stock Plan ("Plan")
                     --------------------------------------

Gentlemen:

         This is to memorialize our mutual agreement with respect to your right
to receive payment in connection with your July 2001 exercises (in full) of your
Phantom Stock Option Rights. Capitalized terms used and not defined herein have
the respective meanings ascribed to such terms under the Plan. Our agreement is
that, notwithstanding anything to the contrary set forth in the Plan:

1.       You shall be entitled to receive payments of $3,700,000 (the "Principal
         Payment") less (a) 50% of the fees and expenses billed to the Company
         by Standard & Poor's Corporate Value Consulting, a division of The
         McGraw Hill Companies, Inc., to perform the Appraisal (100% =
         $40,266.67), and (b) accrued interest (approximately $41,424 in the
         aggregate) on the $115,833 of loans previously made to you by the
         Company out of your previously-paid Exercise Prices. Your 50% of these
         fees and expenses and such interest (in the following specific amounts)
         will be deducted from (or credited against) the payment to be made to
         you on October 1, 2002 when such payment is made, unless the entire
         Principal Payment and Additional Compensation provided for below shall
         have been earlier paid, in which case they may be deducted from (or
         credited against) the last of such payments: Mr. Bloodwell: $19,638;
         Messrs. Germaine, Shine, and Pszenny: $13,973 each.

2.       You will also be entitled to receive additional compensation of 7% per
         annum on the amount of any unpaid Principal Payment from and after
         October 1, 2001 ("Additional Compensation"). This Additional
         Compensation will be paid to you quarterly in arrears starting on
         January 1, 2002, and thereafter on each April 1st, July 1st, October
         1st, and January 1st.

3.       The Company will pay you not less than: (i) 50% of the Principal
         Payment on September 30, 2002, unless the Company, using its reasonable
         best efforts, can make all or some of such payment prior to that time,
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Daniel E. Bloodwell, Robert T. Germaine,
Lawrence J. Pszenny and James P. Shine
November 30, 2001
Page 2
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         (ii) 25% of the Principal Payment on or prior to October 1, 2002, and
         (iii) the remaining 25% of the Principal Payment on or prior to October
         1, 2003.

4.       If the Company, the business now or formerly called the Bickford's
         Division or the Company's Cues division is sold prior to the payment in
         full of any outstanding Principal Payment and Additional Compensation,
         the net available cash proceeds thereof (after payment or reserve for
         transaction fees and expenses, liabilities not assumed by the
         transferee, escrows or "claw-backs", taxes and required payments under
         the Company's bank credit agreement) will be applied to pay such
         Principal Payment and Additional Compensation.

5.       Your rights to the Principal Payment, Additional Compensation, and any
         installment thereof paid by the Company shall be shared by each of you
         pro rata in proportion to your respective Individual Percentage
         Interests. Accordingly, Mr. Bloodwell's rights are in and to 4.9/13.9
         of the Principal Payment, any Additional Compensation and any payments
         by the Company on account thereof; and the rights of each of Mr.
         Pszenny, Germaine and Shine are in and to 3.0/13.9 of the Principal
         Payment, any Additional Compensation, and any payments by the Company
         on account thereof.

         The foregoing is intended to be our complete and entire agreement with
respect to the amounts that are required to be paid to you by ELXSI, and by you
to ELXSI, under the Plan. To the extent that there is any conflict between the
foregoing and any provision of the Plan, the foregoing shall govern and control.

         Please indicate your agreement to and acceptance of the foregoing by
executing this letter in the space provided below, whereupon this letter shall
be a binding agreement between us.

                                       Very truly yours,

                                       ELXSI


                                       By: /s/ ALEXANDER M. MILLEY
                                           -------------------------------------
                                           Alexander M. Milley
                                           President
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Daniel E. Bloodwell, Robert T. Germaine,
Lawrence J. Pszenny and James P. Shine
November 30, 2001
Page 3
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Accepted and agreed to as
of the date first above-written by:




/s/ DANIEL E. BLOODWELL                /s/ ROBERT T. GERMAINE
------------------------------         ------------------------------
Daniel E. Bloodwell                    Robert T. Germaine




/s/ LAWRENCE J. PSZENNY                /s/ JAMES P. SHINE
------------------------------         ------------------------------
Lawrence J. Pszenny                    James P. Shine