SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                   FORM 10-K/A
                          Amendment No. 1 to Form 10-K

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003
                                       OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______________________ to ______________________

                         Commission file number 0-11877

                                ELXSI CORPORATION
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                                       77-0151523
-------------------------------------------                --------------------
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

3600 Rio Vista Avenue, Suite A, Orlando FL                         32805
-------------------------------------------                ---------------------
 (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:            (407) 849-1090
                                                           ---------------------

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                 Name of each exchange on which registered
-------------------------              -----------------------------------------
         None                                      Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

   Common Stock, par value $0.001, and associated Common Stock Purchase Rights
--------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

The approximate aggregate market value of the voting stock held by
non-affiliates of the Registrant, based upon the closing price of the Common
Stock on June 30, 2003, as reported by The Nasdaq Stock Market was approximately
$8,461,000. On April 15, 2004, the Registrant had outstanding 4,012,197 shares
of Common Stock.
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain biographical information regarding the directors and
executive officers of ELXSI Corporation (together with its subsidiaries, the
"Company"), some of whom hold positions with the Company's wholly-owned
subsidiary, ELXSI ("ELXSI"), the Company's Bickford's Family Restaurants
operations ("Bickford's") and/or ELXSI's Cues Division ("Cues"). Each
individual's biographical information was furnished by him to the Company.

          Name                   Age                 Position
          ----                   ---                 --------
Alexander M. Milley(1)(2)        51      Chairman, President, Chief Executive
                                         Officer and Director of the Company and
                                         ELXSI; President and Chief Executive
                                         Officer of Bickford's and Cues
Farrokh K. Kavarana(2)(3)        59      Director
Kevin P. Lynch(1)                45      Director; Vice President of the
                                         Company, ELXSI and Bickford's
Denis M. O'Donnell(2)(3)         50      Director
Robert C. Shaw(1)(3)(4)          51      Director
David M. Doolittle               42      Chief Financial Officer of the Company,
                                         Bickford's and Cues; Vice President,
                                         Treasurer and Secretary of the Company
                                         and ELXSI

(1)      Member of the Executive Committee of the Board
(2)      Member of the Compensation Committee of the Board
(3)      Member of the Audit Committee of the Board
(4)      Mr. Shaw resigned from the Board of Directors on February 12, 2004.

         Alexander M. Milley became Chairman of the Board of Directors and Chief
Executive Officer of the Company on September 25, 1989 and was elected President
of the Company in August 1990. He serves in the same positions for ELXSI and is
also President and Chief Executive Officer of Bickford's and Cues. Mr. Milley is
the founder, President, sole director and majority shareholder of Milley
Management Incorporated ("MMI"), a private investment and management consulting
firm. Mr. Milley is also the President of Cadmus Corporation ("Cadmus"), another
private investment and management consulting firm that is the former owner of
Cues and with which ELXSI has a management agreement. See "Certain Relationships
and Related Transactions -- Management Agreement" below. From August 1985 to May
1986, Mr. Milley was Chairman of Neoax, Inc., now an environmental services
company known as Envirosource, Inc. and then a diversified custom vehicle and
precision metal manufacturing company. Mr. Milley was Senior Vice
President-Acquisitions from December 1983 until July 1986 of The
Dyson-Kissner-Moran Corporation, a private investment company. Mr. Milley is
also a director of Molecular Diagnostics, Inc. ("Molecular Diagnostics"), which
develops cost-effective, laboratory-based and point-of-care screening systems to
assist in the early detection of cervical, gastrointestinal and other cancers,
and Chairman of the Board of Azimuth Corporation ("Azimuth"), which is a leading
specialty fuse distributor. Cadmus and Azimuth are significant stockholders of
the Company. See "Security Ownership of Certain Beneficial Owners and
Management" below.

         Farrokh K. Kavarana became a director of the Company on September 25,
1989. He is currently the Executive Chairman of Tata Infotech Ltd. and Chairman
of Tata AIG Life Insurance Company Ltd. as well as Tata AIG General Insurance
Company Ltd. Between 1994 and March 2001 he was an Executive Director of the
Tata Engineering and Locomotive Company Limited (TELCO), a member of the Tata
Group of India. Prior to that he had been Vice-Chairman and Managing Director of
Tata International AG, an international holding company that owns the Tata
Group's overseas holdings and investments. Mr. Kavarana is a director of
numerous non-U.S. companies, including Tata Industries Ltd., Tata Sons Ltd. of
India, Tata International AG, Switzerland, and Tata Technologies Pte. Ltd.,
Singapore (formerly Tata-ELXSI). Mr. Kavarana is affiliated with the Tata Group,

                                       2
<PAGE>
whose overseas affiliates are controlling shareholders of Aggel Enterprises,
Ltd., an investment holding company. See "Security Ownership of Certain
Beneficial Owners and Management" below.

         Kevin P. Lynch became a director of the Company on September 25, 1989
and has served as Vice President of the Company since September 24, 1991 and
Vice President of ELXSI and Bickford's since June 25, 1991. He has served as a
Vice President of MMI since September 1988. From October 1986 until September
1988, Mr. Lynch was a Corporate Development executive at Macmillan, Inc.

         Denis M. O'Donnell became a director of the Company on May 23, 1996.
Since 1997, he has been Managing Director of Seaside Advisors, L.L.P., an
investment fund specializing in small capitalization private placements. Since
1998, Dr. O'Donnell has been a director of Novavax, Inc., a company engaged in
the development of pharmaceutical products, and is now its Chairman. Prior
thereto, he was a Senior Advisor to Novavax from 1997 and its President from
1995 to 1997. Dr. O'Donnell has been a director of Molecular Diagnostics since
1998 and, since 1999, has been a director of Columbia Laboratories, Inc., a
pharmaceutical company. In 2000, Dr. O'Donnell became a director of American Bio
Medica Corp., a medical diagnostics company.

         Robert C. Shaw was a director of the Company from September 25, 1989
until February 12, 2004. He also served as Treasurer of the Company from
September 1989 to January 1990. Mr. Shaw has been a Vice President of MMI since
March 1989 and a director of Cadmus since January 1992, and was an officer
and/or director of Azimuth and/or certain subsidiaries thereof from November
1990 until February 24, 2004, and a director of Molecular Diagnostics (or its
predecessor) from November 1989 until February 13, 2004. See "Certain
Relationships and Related Transactions -- Management Agreement" below. Prior to
March 1989, he was Vice President of Berkeley Softworks Incorporated
("Berkeley") from September 1987 until March 1989. From January 1987 until
September 1987 he was Vice President, and from July 1985 until January 1987 he
was Director of Finance and Operations, of Ansa Software Incorporated ("Ansa").
Berkeley and Ansa developed and produced personal computer software.

         David M. Doolittle has served as Vice President of the Company and
ELXSI since June 1991. Mr. Doolittle was elected Chief Financial Officer,
Treasurer and Secretary of the Company and ELXSI in September 1999. He has been
Director and Vice President of Cadmus since December 1992, Vice President of MMI
since July 1995 and Vice President, Treasurer and Assistant Secretary of Azimuth
since September 1999. See "Certain Relationships and Related Transactions --
Management Agreement" below. Since February 1996, Mr. Doolittle has served as
Chief Financial Officer of Cues. From November 1987 to May 1991, Mr. Doolittle
was an accountant at Grant Thornton, a certified public accounting firm.

                                       3
<PAGE>
Audit Committee Financial Expert

         As of December 31, 2003, the Company's Audit Committee consisted of
Messrs. Kavarana, O'Donnell and Shaw. At that time, the Company reviewed the
qualifications of each member of the Audit Committee and determined that each
member was "independent" within the meaning of NASD Marketplace Rule 4200(a)(15)
except for Robert Shaw. In early May 2002, the NASD informed the Company that,
due to the fact that he had been a titled Vice President of the Company since
1989, Mr. Shaw could not be considered "independent" within the meaning of that
Rule. Nasdaq Marketplace Rule 4350(d)(2)(B) (the "Exception Rule") establishes
an exemption to the "three independent members" rule by permitting a listed
company's audit committee "under exceptional and limited circumstances" to
include one director who is not independent if the board determines that his or
her membership on that committee is required "by the best interests of the
[company] and its shareholders," subject to certain other conditions. In May
2002, the Board of Directors of the Company formally made that determination
with respect to Mr. Shaw and confirmed his continued Audit Committee membership;
Mr. Shaw also resigned as Vice President of the Company. In its correspondence
with the NASD on the matter, the Company cited Mr. Shaw's experience in both
finance and accounting as having given him a high level of financial
sophistication, as well as his long experience with and knowledge of the
peculiarities of the Company's financial statements, which it considers to be
unusually complex due, in particular, to its GAAP-required accounting for income
taxes as a result of its net operating loss carryforwards and income tax credit
carryforwards. As a result of these actions on the part of the Board and the
Company, the NASD informed the Company that Mr. Shaw's continued membership on
the Company's Audit Committee was permissible under the Exception Rule.

         The Board of Directors of the Company has also determined that Mr.
Denis O'Donnell is its Audit Committee Financial Expert, as defined in Item
401(h) of Regulation S-K and Section 407 of the Sarbanes-Oxley Act of 2002 and
is independent in accordance with applicable Nasdaq listing standards.

Section 16(a) Beneficial Ownership Reporting Compliance

         Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than ten percent
of the Company's Common Stock are required to report their initial ownership of
the Company's Common Stock and any subsequent changes in that ownership to the
SEC. Specific filing deadlines of these reports have been established and the
Company is required to disclose in this Proxy Statement any failure to file by
these dates during the fiscal year ended December 31, 2003. To the best of the
Company's knowledge, all of these filing requirements have been satisfied. In
making this statement, the Company has relied solely on written representations
of its directors and executive officers and any ten percent stockholders and
copies of the reports that they filed with the Commission.

Code of Ethics

         Pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and the
Nasdaq Stock Market rules, the Company has adopted a Code of Ethics for senior
financial officers related to the protection of the integrity of the Company's
financial records and reports. The Company's Code of Ethics for Senior Financial
Officers is filed as Exhibit 14.1 to this Annual Report on Form 10-K If the
Company makes any substantive amendment to the Code of Ethics or grants any
waiver, including any implicit waiver, from a provision of the Code to the
persons covered by the Code, the Company is obligated to disclose the nature of
such amendment or waiver, the name of the person to whom any waiver was granted,
and the date of waiver in a report on Form 8-K.

                                       4
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

         The following table summarizes the total compensation of the Chief
Executive Officer of the Company and of the other named executive officers of
the Company for the year ended December 31, 2003.

<TABLE>
<CAPTION>
                                      Summary Compensation Table
                                      --------------------------
                                                                                                 Long-Term
                                                     Annual Compensation                        Compensation
                                                     -------------------                ----------------------------
                                                                                           No. of
                                                                                         Shares of
                                            Fiscal                                         Common
                                             Year                                          Stock          All Other
               Name and                     Ended                                        Underlying        Compen-
          Principal Position               Dec. 31        Salary ($)      Bonus ($)       Options          sation
          ------------------               -------        ----------      ---------       -------          ------
<S>                                          <C>           <C>               <C>           <C>               <C>
Alexander M. Milley                          2003          186,884           --               --             --
Chairman, President                          2002          186,884           --            2,500             --
& Chief Executive Officer of                 2001          177,985           --               --             --
the Company and ELXSI;
President and Chief Executive  Officer
of Bickford's and Cues

David M. Doolittle                           2003          112,476           --               --             --
Chief Financial Officer,                     2002          112,476           --               --             --
Treasurer & Secretary                        2001          110,000           --               --             --

Kevin Lynch                                  2003          117,000           --               --             --
Vice President of the Company,               2002          130,000           --            2,500             --
ELXSI and Bickford's                         2001          130,000           --               --             --
----------
</TABLE>

                                       5
<PAGE>

Common Stock Options

         The Company did not grant any stock options to the Company's named
executive officers during the fiscal year ended December 31, 2003.
<TABLE>
<CAPTION>
                                              Aggregated Option Exercises in Last Fiscal
                                                Year and Fiscal Year-End Option Values

                                                           Number of Securities                 Value of Unexercised
                              Shares                  Underlying Unexercised Options       In-the-Money Options at Fiscal
                             Acquired       Value           at Fiscal Year-End                      Year-End (1)
                                                      ------------------------------      -------------------------------
Name                        on Exercise    Realized    Exercisable    Unexercisable        Exercisable     Unexercisable
----                        -----------    --------    -----------    -------------        -----------     -------------
<S>                             <C>          <C>         <C>              <C>                  <C>               <C>
Alexander M. Milley             --           --           165,000           0                  $0                $0

David M. Doolittle              --           --           117,500           0                  $0                $0

Kevin Lynch                     --           --           110,450         150                  $0                $0
</TABLE>
----------
(1)      Assumes a fair market value per share of Common Stock of $4.48, the
         December 31, 2003 closing price.

Compensation of Directors

         Cash Compensation. Since 1989, the directors of the Company have
received no cash compensation for their services as such, except for
reimbursement of reasonable expenses of attending meetings.

         Other Compensation. During 2003, the directors of the Company did not
receive any other compensation for their services as directors.

Employment Agreements

         In mid-1997, ELXSI and Mr. Milley entered into an Employment Agreement,
dated as of June 30, 1997 (the "Milley Employment Agreement"), which, in the
main: (i) provides for the employment of Mr. Milley as the Chairman of the
Board, President and Chief Executive Officer of both the Company and ELXSI and
as President and Chief Executive Officer of Cues; (ii) requires Mr. Milley to
devote substantially his entire professional time, attention and energies
(reasonable vacation, periods of illness and the like excepted) to the
performance of all the duties, responsibilities and functions incident to those
offices; and (iii) accordingly, places on Mr. Milley primary executive
responsibility for each of the Company, ELXSI and Cues. Also in mid-1997, ELXSI
and Mr. Doolittle entered into an Employment Agreement, dated as of June 30,
1997 (collectively with the Milley Employment Agreement, the "Employment
Agreements"), pursuant to which Mr. Doolittle serves in various capacities with
the Company, ELXSI and Cues, including Chief Financial Officer. Prior to the
time that the Employment Agreements became effective, there was no formal
employment or similar agreement between the Company or any of its subsidiaries
and either Messrs. Milley or Doolittle (hereinafter, the "Executives"). The term
of the Employment Agreements commenced on June 30, 1997, originally extended
until June 30, 2005 (the "Initial Term") and can be renewed or extended with the
approval of the Board of Directors of the Company and the consent of the
Executive parties, on such terms and conditions as they may agree. During 1999,
ELXSI, with the approval of the Board of Directors of the Company, agreed to
extend the Initial Term of the Employment Agreements by two years, until
June 30, 2007.

                                       6
<PAGE>
         Pursuant to the Employment Agreements, the Executives' respective base
salary compensation was increased to: (i) $150,000 per annum in the case of Mr.
Milley and $95,000 per annum in the case of Mr. Doolittle; plus (ii) an
additional, cumulative 5% increase that becomes effective on each subsequent
June 30 during its term. The Employment Agreements also entitle the Executives:
(a) to participate in such stock option, profit sharing and bonus plans as are
made available to other senior executives of ELXSI; (b) to be covered (together
with their spouses and minor children) by any and all group health, dental, life
insurance and disability plans made available to senior executives of ELXSI, the
Company or any of its subsidiaries or divisions generally; (c) to the use of a
suitable executive company car; (d) to take four weeks of paid vacation during
each year; and (e) to reimbursement for reasonable travel, lodging,
entertainment, professional promotion and other appropriate business expenses
incurred in the course of their duties on behalf of ELXSI, the Company or any of
its subsidiaries or divisions. The Employment Agreements do not limit or
restrict the right or ability of ELXSI (acting with the authorization of the
Board of Directors of the Company or the Compensation Committee thereof) to
grant or award other or additional compensation to the Executives, in whatever
form at any time, or to limit or restrict the right or ability of ELXSI to
prospectively or conditionally grant or award any such other or additional
compensation.

         The Employment Agreements also provide that if an Executive's
employment is terminated at any time for any reason (including by reason of a
failure to renew or extend prior to the expiration of the Initial Term), then
prior to (and as a condition to) such termination, ELXSI must pay to the
Executive a lump-sum amount equal to: (i) the amount of base salary compensation
that would have been (but for such termination) paid over the one-year period
commencing with the effective date of such termination, plus (ii) if such
termination is to take effect prior to the expiration of the Initial Term, the
amount of base salary compensation that would have been (but for such
termination) paid over the remaining Initial Term, less (iii) a present value
discount calculated at an annual rate of 6% and taking into account the timing
of the base salary payments that would have been made to the Executive during
the remaining term of the Employment Agreement (and, in the case of the
foregoing clause (i), during the one-year period commencing with the effective
date of the termination) assuming (for this purpose) that the employment of the
Executive under the applicable Employment Agreement had not been terminated.

         Also in the event that either Executive's employment under his
Employment Agreement is terminated at any time for any reason, he (if he is
alive) and his spouse and minor children shall continue, for the period of time
from and after the effective date of such termination until the date specified
hereinbelow, to be covered, at ELXSI's expense, by any and all insurance plans
made available to senior executives of the ELXSI, the Company or any of its
subsidiaries or divisions generally. Such period of time shall end: (i) in the
case of a termination on or after the expiration of the Initial Term, on the
earlier to occur of (x) the first anniversary of such termination and (y) the
date that the Executive shall have obtained other employment with insurance
benefits equivalent to (or in excess of) those provided for under this
Employment Agreement; and (ii) in the case of a termination prior to the
expiration of the Initial Term, on the earlier to occur of (x) June 30, 2008 and
(y) the date that the Executive shall have obtained other employment with such
equivalent (or excess) insurance benefits.

         Under the Employment Agreements, the Executives agreed that during the
term thereof and for a period of one year thereafter he will not engage in, or
be employed or retained by or have certain other proscribed connections with,
any business or enterprise that competes with any business or enterprise being
pursued by the Company or any subsidiary or division thereof; provided that the
foregoing will not apply to an Executive whose employment is terminated by him
with good legal reason, by ELXSI without good legal cause or due to the
expiration of his Employment Agreement term. The Employment Agreements also
contain provisions prohibiting the disclosure or use by the Executives of
non-public information confidential and/or proprietary to the Company or any of
its subsidiaries or divisions.

Compensation Committee Interlocks and Insider Participation

         Throughout 2003, the Company's Compensation Committee was comprised of
Messrs. Milley, Kavarana and O'Donnell. Throughout 2003, Mr. Milley also served
as Chairman, President and Chief Executive Officer of the Company and ELXSI and
as President and Chief Executive Officer of Bickford's and Cues. Throughout
2003, Messrs. Doolittle, Milley and Shaw all served as directors and/or
executive officers of Azimuth. Messrs. Milley, Shaw and O'Donnell were directors
and/or executive officers of Molecular Diagnostics throughout 2003. Messrs.
Milley, Shaw and Doolittle were directors and/or executive officers of Cadmus
throughout 2003.

                                       7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         As of April 15, 2004, the Company had outstanding 4,012,197 shares of
Common Stock. The following table sets forth certain information regarding the
ownership of the Company's Common Stock by each of the Company's directors, each
of the executive officers of the Company who are named in the "Executive
Compensation" section above, directors and executive officers of the Company as
a group, and all those persons and entities known by the Company to be
beneficial owners of more than five percent (5%) of the Common Stock, based upon
information furnished by the respective beneficial owners.
<TABLE>
<CAPTION>
                                                            Common Stock of the
                                                        Company Beneficially Owned
                 Name                                     as of April 15, 2004(1)
                 ----                            ----------------------------------------
                                                 Number of Shares        Percent of Class
                                                 ----------------        ----------------
<S>                                              <C>                          <C>
Alexander M. Milley
3600 Rio Vista Avenue, Suite A
Orlando, Florida  32805                          2,251,014(2)                 52.4%

Farrokh K. Kavarana(3)                              51,600(4)                  1.3%

Kevin P. Lynch(3)                                  113,647                     2.8%


Denis M. O'Donnell(3)                               49,900                     1.2%

David M. Doolittle (3)                             319,100(5)                  7.7%

Peter R. Kellogg
Spear, Leeds & Kellogg
120 Broadway
New York, New York  10271                          788,000(6)                 19.6%

Aggel Enterprises, Ltd.
11 Duddell Street, 12th Floor
Hong Kong                                          325,940(7)                  8.1%

  All executive officers and                     2,587,061(2)(4)(5)           56.1%
      directors as a group (5 persons)
</TABLE>
----------
(1)      Numbers and percents in the table and footnotes are calculated in
         accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
         as amended ("Rule 13d-3"). Each of the named persons and groups has
         sole voting and dispositive power with respect to the shares shown,
         except as otherwise indicated. Includes shares issuable upon exercise
         of stock options granted by the Company that are exercisable currently
         or within 60 days, as follows: Farrokh K. Kavarana: 50,000 shares;
         Kevin P. Lynch: 110,450 shares; Alexander M. Milley: 165,000 shares;;
         Denis M. O'Donnell: 35,000 shares; David M. Doolittle: 117,500 shares;
         and all executive officers and directors as a group: 478,100 shares.
         Excludes shares issuable upon exercise of stock options granted by the
         Company that become exercisable in more than 60 days, as follows: Kevin
         P. Lynch: 150 shares; and all executive officers and directors as a
         group: 150 shares.

(2)      Consists entirely of: (i) 112,347 outstanding shares and 118,762 shares
         of Common Stock issuable upon the exercise of currently exercisable
         warrants held by Eliot Kirkland L.L.C. ("EKLLC"), of which Mr. Milley
         is the sole manager, the President and a member; (ii) 278,505 shares
         held by Cadmus Corporation ("Cadmus"), of which Mr. Milley is the
         Chairman, President and an indirect controlling shareholder; (iii)
         590,200 shares held by ELX Limited Partnership ("ELXLP"), of which Mr.
         Milley is the sole general partner; (iv) 198,200 shares held by Azimuth
         Corporation ("Azimuth"), of which Mr. Milley is the Chairman, President

                                       8
<PAGE>
         and (through Cadmus) the sole holder of voting stock; and (v) 788,000
         shares held by Peter R. Kellogg or other "Kellogg Persons" party to the
         Kellogg Standstill Agreement (see "Certain Relationships and Related
         Transactions -- Rights Agreement Amendment; Kellogg Standstill
         Agreement" below), over which Mr. Milley has sole voting power but no
         dispositive power. Also includes 165,000 shares issuable upon exercise
         of stock options granted by the Company that are exercisable. Excludes
         60,004 shares of Common Stock held by The Alexander M. Milley
         Irrevocable Trust I (the "Milley Trust"), a trust for the benefit of
         certain members of Mr. Milley's immediate family, and 150,500 shares of
         Common Stock issuable upon the exercise of currently exercisable
         warrants held by the Milley Trust. Under Rule 13d-3, shares
         beneficially owned by the Milley Trust as determined thereunder are
         deemed not to be beneficially owned by Mr. Milley. EKLLC's, Cadmus's,
         ELXLP's and Azimuth's shares represent approximately 5.6%, 6.9%, 14.7%
         and 4.9%, respectively, of the outstanding Common Stock. Milley
         Management Incorporated ("MMI"), of which Mr. Milley is President, sole
         director and majority stockholder, is a controlling stockholder of
         Cadmus and so may be deemed to share the voting and dispositive power
         with respect to shares of Common Stock held by Cadmus; consequently,
         MMI may be deemed to beneficially own 278,505 shares, or approximately
         [6.9]%, of the outstanding Common Stock. The address of each of EKLLC,
         Cadmus, ELXLP, Azimuth and MMI is the same as that indicated above for
         Mr. Milley. All the shares of Common Stock held by ELXLP, and 231,505
         of the shares held by Cadmus, have been pledged to the Company and
         ELXSI to secure the ELXLP and Cadmus promissory notes described in
         "Certain Relationships and Related Transactions -- Loans to Cadmus and
         ELXLP" below.

(3)      The address of all directors and executive officers of the Company is
         c/o ELXSI Corporation, 3600 Rio Vista Avenue, Suite A, Orlando, FL
         32805.

(4)      Excludes an aggregate of 325,940 shares of Common Stock held by Aggel
         Enterprises, Ltd. and certain affiliated entities. Mr. Kavarana is
         affiliated with the controlling shareholders of Aggel Enterprises, Ltd.
         and its affiliates. Mr. Kavarana disclaims beneficial ownership of all
         of the foregoing shares.

(5)      Includes 198,200 shares held by Azimuth Corporation, of which Mr.
         Doolittle is an officer, director and controlling stockholder.

(6)      Includes: (i) 125,000 shares held by Cynthia Kellogg, Mr. Kellogg's
         wife; (ii) 310,500 shares held by I.A.T. Reinsurance Syndicate Ltd.
         ("IAT"), of which Mr. Kellogg is the sole holder of voting stock, and
         subsidiaries of IAT; (iii) 200,000 shares held by the Peter R. Kellogg
         & Cynthia Kellogg Foundation (the "Kellogg Foundation"), of which Mr.
         Kellogg is a trustee; and (iv) 50,000 shares held by the NOM Trust
         U/W/O James C. Kellogg III (the "Kellogg Trust"), of which Mr. Kellogg
         is a trustee. Mr. Kellogg: (a) has sole dispositive power with respect
         to the shares held by IAT and shared dispositive power with respect to
         the shares held by Mrs. Kellogg, the Kellogg Foundation and the Kellogg
         Trust, and (b) disclaims beneficial ownership of all of the foregoing
         shares. Mr. Kellogg, Mrs. Kellogg, IAT and its subsidiaries holding
         Common Stock, the Kellogg Foundation and the Kellogg Trust are the
         current "Kellogg Persons" party to the Kellogg Standstill Agreement
         and, pursuant thereto, have granted to Mr. Milley an irrevocable right
         to vote the shares of Common Stock held by them. See "Certain
         Relationships and Related Transactions-- Rights Agreement Amendment;
         Kellogg Standstill Agreement" below.

(7)      Includes 69,784 shares owned of record or beneficially by other
         entities under common control with Aggel Enterprises, Ltd. Mr.
         Kavarana, a director of the Company, is affiliated with the controlling
         shareholders of Aggel Enterprises, Ltd. and its affiliates. Mr.
         Kavarana disclaims beneficial ownership of all shares beneficially
         owned by Aggel Enterprises, Ltd.

                                       9
<PAGE>
Equity Compensation Plan Information.

         The Company maintains a number of equity compensation plans for
employees, officers, directors and others whose efforts contribute to the
Company's success. The table below sets forth certain information as the
Company's fiscal year ended December 31, 2003 regarding the shares of the
Company's common stock available for grant or granted under stock option plans
that (i) were approved by the Company's stockholders, and (ii) were not approved
by the Company's stockholders.
<TABLE>
<CAPTION>

                          Number of securities          Weighted-average            Number of securities
                            to be issued upon           exercise price of          remaining available for
                              exercise of                  outstanding              future issuance under
        Plan               outstanding options          options, warrants           equity compensation
      Category             warrants and rights             and rights                       plans
      --------            --------------------          -----------------          ------------------------
<S>                               <C>                          <C>                           <C>
Equity compensation
plans approved by
security holders                  737,500                      7.35                          281,930

Equity compensation
plans not approved by
security holders                        0                         0                                0
                                  -------                      ----                          -------
Total                             737,500                      7.35                          281,930
                                  =======                      ====                          =======
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreement

         In connection with its 1989 restructuring, the Company entered into a
Management Agreement, dated September 25, 1989 (as amended, the "Management
Agreement"), with Winchester National, Inc. ("Winchester"), a private investment
and management consulting firm owned by Mr. Milley. In July 1991, the Company
transferred its rights and duties under the Management Agreement to ELXSI, its
wholly-owned subsidiary, and Winchester transferred its rights and duties under
the Management Agreement to MMI, of which Mr. Milley is the President and the
sole director and of which Mr. Milley and the Milley Trust, a trust for the
benefit of certain members of Mr. Milley's immediate family, are the only
stockholders. The Management Agreement initially was scheduled to expire on
September 30, 1992; in that year MMI and ELXSI agreed to an extension of its
term (i) through September 30, 1995 (the "Initial Term") and (ii) thereafter,
until terminated by either party with the approval of a majority of its Board of
Directors on not less than 90 days prior written notice to the other party.
Effective January 1, 1994, MMI transferred its rights and obligations under the
Management Agreement to Cadmus. Under an amendment entered into by ELXSI and
Cadmus in 1997 (the "1997 Amendment") the date for the earliest expiration of
the Initial Term was extended from September 30, 1995 to June 30, 2005, and
under another amendment agreed to by ELXSI and Cadmus in 1998 the date for the
earliest expiration of the Initial Term was further extended to June 30, 2007.

         Under the terms of the Management Agreement, Cadmus provides ELXSI with
advice and services with respect to its business and financial management and
long-range planning. Specific examples of services historically rendered to the
Company under this management agreement include: (a) furnishing the services of
certain executive officers and other employees of Cadmus; (b) ongoing evaluation
of division management; (c) preparing and reviewing division operating budgets
and plans; (d) evaluating new restaurant locations and menu changes; (e)
identifying, and assisting in the divestiture of, under-performing assets; (f)
evaluating financing options and negotiating with lenders; (g) assisting in the
compliance with securities laws and other public reporting requirements; (h)
communicating with stockholders; (i) negotiating and arranging insurance
programs; (j) monitoring tax compliance; (k) evaluating and approving capital
spending; (l) cash management services; (m) preparing market research; (n)
developing and improving management reporting systems; and (o) identifying and
evaluating acquisition candidates and investment opportunities. In addition,
Cadmus provides the Company with general administrative services, for which it
did not charge the Company for 2003.

                                       10
<PAGE>
         Under the Management Agreement, the management services provider became
entitled to receive, in addition to reimbursement for reasonable expenses, fee
compensation commencing upon ELXSI's having first achieved operating income (as
defined) of $1,250,000 for a fiscal quarter. Those fees may be discontinued
following any fiscal year in which such operating income is less than
$4,000,000, but shall be reinstated following the first fiscal quarter
thereafter in which ELXSI again attains quarterly operating income of at least
$1,250,000. Under these terms, the Management Agreement counterparty
(Winchester, MMI or Cadmus) had been receiving Management Agreement fees
continuously from October 1991 through December 2001. Operating income (as
defined) for fiscal years 2001 and 2002 was less than $4,000,000; accordingly,
ELXSI did not pay Management Agreement fees in 2002 or 2003. ELXSI will be
obligated to resume payment of such fees if and when operating income exceeds
$1,250,000 for any fiscal quarter ending subsequent to January 1, 2002.

         Prior to the 1997 Amendment, the fee compensation payable by ELXSI
under the Management Agreement was $500,000 per annum. Pursuant to the 1997
Amendment, this compensation was increased, effective April 1, 1997, to (i)
$600,000 per annum plus (ii) an additional, cumulative 5% increase that becomes
effective on each April 1 during its term. Cadmus may request an increase in
such fee or escalator, but any such increase must be approved by a majority of
the independent directors of the Company. The Company did not pay any Management
Agreement fees to Cadmus for the years ended December 31, 2002 and 2003.

         The Management Agreement provides that if Cadmus's services under the
Management Agreement are terminated at any time for any reason (including by
reason of a failure to renew or extend prior to the expiration of the Initial
Term), then prior to (and as a condition to) such termination, ELXSI must pay to
Cadmus a lump-sum amount equal to: (i) the amount of fees that would have been
(but for such termination) paid over the one-year period commencing with the
effective date of such termination, plus (ii) if such termination is to take
effect prior to the expiration of the Initial Term, the amount of fees that
would have been (but for such termination) paid over the remaining Initial Term,
less (iii) a present value discount calculated at an annual rate of 6% and
taking into account the timing of the fee payments that would have been made to
Cadmus during the remaining Initial Term (and, in the case of the foregoing
clause (i), during the one-year period commencing with the effective date of the
termination) assuming (for this purpose) that the services of Cadmus under the
Management Agreement had not been terminated. For purposes of the foregoing,
ELXSI's operating income for all relevant periods will be deemed to be in excess
of $4,000,000 if operating income for the full fiscal year most recently
completed prior to the relevant termination was equal to or in excess of such
amount.

         Each of Messrs. Milley, Shaw and Doolittle is an officer and/or
director of Cadmus; Messrs. Shaw and Lynch are minority shareholders of Cadmus;
and through MMI (a direct Cadmus stockholder), Mr. Milley is the controlling
shareholder of Cadmus. See "Directors and Executive Officers of the Company"
above.

Loans to Cadmus and ELXLP

         On June 30, 1997, ELXSI loaned to Cadmus $2,000,000 to finance its
purchase from Bank of America, N.A. ("BofA"), ELXSI's lending bank at the time,
of 6,517 shares of Series AAA preferred stock of Azimuth that it had issued in
December 1996 under a Recapitalization Agreement to which Azimuth, its
subsidiaries, BofA and ELXSI were parties. Each of Messrs. Milley and Doolittle
is an officer, director and stockholder of Azimuth. Mr. Shaw was an officer and
director of Azimuth until February 24, 2004 and is a stockholder of Azimuth.
Each of Messrs. Milley, Shaw and Doolittle is an officer and/or director of
Cadmus. This loan originally matured on the second anniversary of its
origination (i.e., June 30, 1999), was extended in 1999 by two years, originally
required quarterly payments of interest at a rate of 15% per annum and was
originally secured by a pledge of the shares of Azimuth Series AAA preferred
stock financed thereby. The funds for ELXSI's loan to Cadmus were provided by
BofA, under ELXSI's credit agreement. In June 2001, ELXSI agreed to further
extend the maturity of this loan, to June 30, 2003. In addition, at various
times during 2000 ELXSI made advances to Cadmus with funds that were provided by
BofA, under ELXSI's credit agreement. These advances, totaling approximately
$6,732,000, bear interest at ELXSI's cost of funds (under its credit agreement
with BofA's successor - Wells Fargo Foothill, Inc. ("WFF")) plus 2%.

         In December 1994, the Company made a three-year loan of $1,155,625 to
ELX Limited Partnership ("ELXLP"), of which Mr. Milley is the sole general
partner and Messrs. Lynch, Shaw and Doolittle are limited partners, to finance
ELXLP's exercise of an option to purchase 369,800 shares of Common Stock from
The Airlie Group, L.P. In December 1996, the Company made another three-year

                                       11
<PAGE>
loan to ELXLP, of $909,150, utilized by it to exercise an option to purchase
110,200 shares of Common Stock held by BankAmerica Capital Corporation ("BACC"),
an affiliate of BofA, and to purchase from BACC an additional 110,200 shares of
Common Stock. Funding for these loans were obtained by the Company through
ELXSI's credit agreement with BofA. Both Company loans to ELXLP required no
principal or interest payments until their respective maturity dates and bear
interest at a rate equal to the Company's cost of funds (under ELXSI's credit
agreement with WFF) plus 0.5%. In December 1997, the Company agreed to a
three-year extension of its 1994 loan to ELXLP, and ELXLP paid in full all
interest accrued on such loan through the original maturity date, totaling
approximately $330,000. In December 1999, the Company agreed to a three-year
extension of its 1996 loan to ELXLP and to the capitalization of the interest
then accrued thereon. In December 2000, the Company agreed to a further
three-year extension of its 1994 loan to ELXLP and to the capitalization of the
interest then accrued thereon.

         Effective December 31, 2001, the terms of the promissory notes of
Cadmus and ELXLP delivered to the Company and ELXSI in connection with each of
these loans were amended. Pursuant to these amendments (among other things), all
unpaid interest as of December 31, 2001 (approximately $271,000 in the case of
Cadmus and $346,000 in the case of ELXLP) were added to principal, and the
maturity dates were extended to April 1, 2005, with no principal or interest
payments scheduled prior to that date. The Company did not record the
approximately $983,000 and $244,000 of interest accrued under the Cadmus and
ELXLP loans, respectively, during the year ended December 31, 2003. The Company
also required new security for these notes and, accordingly, Mr. Milley, Cadmus,
ELXLP, MMI (of which Mr. Milley is the President, sole director and majority
shareholder) and Winchester (of which Mr. Milley is an officer, director and
sole shareholder) granted guarantees of each of these notes and entered into
Pledge and Security Agreements by which they pledged certain equity securities
and brokerage account interests, including 821,705 shares of Common Stock of the
Company, as collateral security for Cadmus's and ELXLP's obligations thereunder.
Also pursuant to these amendments, the Company and ELXSI agreed that payments
under these notes could be made in cash or by the surrender of (among other
things) shares of Common Stock of the Company, in which event the Board of
Directors of the Company will determine the value thereof to be applied in
reduction of the indebtedness paid.

Warrants Extensions

         As of April 15, 2004, the Company had outstanding 200,500 Series A
Warrants to Purchase Common Stock ("Series A Warrants") and 68,762 Series C
Warrants to Purchase Common Stock (the "Series C Warrants"). Fifty Thousand
(50,000) Series A Warrants and all of the Series C Warrants are held by Eliot
Kirkland L.L.C., of which Mr. Milley is the sole manager, the President and a
member. The remaining 150,500 Series A Warrants are held by the Milley Trust.
Under their original terms, the Series A Warrants were exercisable at $3.125 per
share and expired on September 30, 1996 and the Series C Warrants were
exercisable at $4.36 per share and expired on January 31, 1997. In 1996, the
Company and the holders of the Series A Warrants and Series C Warrants agreed
to, and in March, 1997 the Company's Board of Directors approved, a two-year
extension of the expiration dates of the Series A Warrants and Series C
Warrants, in consideration of which the holders thereof agreed to an increase in
their exercise prices to $3.75 and $5.23, respectively. In 1998, the Company and
the holders of the Series A Warrants and the Series C Warrants agreed to, and
the Board of Directors approved, an additional two-year extension of the
expiration dates of the Series A Warrants and Series C Warrants, in
consideration of which the holders thereof agreed to an increase in their
exercise prices to $4.50 and $6.278, respectively. In 2000, the Company and the
holders of the Series A Warrants and the Series C Warrants agreed to, and the
Board of Directors approved, a further additional two-year extension of the
expiration dates of the Series A Warrants and Series C Warrants, in
consideration of which the holders thereof agreed to an increase in their
exercise prices to $5.40 and $7.534, respectively. On September 27, 2002, the
Company and the holders of the Series A Warrants and the Series C Warrants
agreed to, and the Board of Directors approved, an additional two-year extension
of the expiration dates of the Series A Warrants and Series C Warrants, in
consideration of which the holders thereof agreed to an increase in their
exercise prices to $6.48 and $9.041, respectively. The Series A Warrants
currently expire on September 30, 2004 and the Series C Warrants currently
expire on January 31, 2005.

                                       12
<PAGE>
Sale of Restaurants

         On April 21, 2004, Bickford's sold its restaurant located at 965 Fall
River Avenue, Seekonk, Massachusetts (the "Seekonk Property") to The SBL Company
LLC ("SBL") for approximately $1,200,000. The sale price was determined using an
independent appraisal based upon an amount that was greater than the real estate
alone and less than the maximum value of the real estate potential and was
approved by the Board of Directors. SBL is owned by Alexander M. Milley,
Chairman, Chief Executive Officer, President and a Director of the Company,
Lawrence Pszenny, a Vice President of the Company, and Robert Germaine, an
employee of the Company. Upon consummation of the sale of the Seekonk Property,
SBL leased the Seekonk Property back to Bickford's for a term of fifteen years,
with three five-year renewal options (the "Seekonk Lease"). Under the Seekonk
Lease, the base annual rent for the Seekonk Property is $132,000. During the
first two years of the term of the Seekonk Lease, Bickford's has the right to
repurchase the Seekonk Property from SBL for $1,320,000. Thereafter, Bickford's
may repurchase the Seekonk Property at the greater of: (a) the fair market value
of the property; or (b) $1,320,000. In connection with the lease of the Seekonk
Property, the Company was required to guaranty to SBL the prompt payment of all
amounts and performance and observance of all other obligations to be paid,
performed or observed by Bickford's under the Seekonk Lease.

Purchase of Assets of Contempo Design, Inc.

         On March 11, 2004, the Company's Cues division purchased certain raw
materials, work in process, finished goods inventories and equipment of Contempo
Design, Inc. ("Contempo") from Fleet Capital Corporation ("Fleet"), Contempo's
creditor, for $443,000. Internal management determined the purchase price after
negotiations with Fleet based on appraisals of the assets conducted by the
Company and Fleet independently. These assets will be used in the design,
production and distribution of cabinetry and kiosks and related products for
retailers. Cues intends to operate this business as a division called "Custom
Commercial Environments". Contempo is a subsidiary of Azimuth Corporation
("Azimuth"), a significant stockholder of the Company. In addition, each of
Messrs. Milley and Doolittle is an officer, director and stockholder of Azimuth.
Mr. Shaw was an officer and director of Azimuth until February 24, 2004 and is a
stockholder of Azimuth.

Rights Agreement Amendment; Kellogg Standstill Agreement

         In 1997, the Company entered into a Rights Agreement, dated as of June
4, 1997 (as amended, the "Rights Agreement"), with Continental Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent"), pursuant to which (among
other things) the Board of Directors of the Company declared a dividend of one
Common Stock Purchase Right (each, a "Right") for each share of Common Stock
outstanding at the opening of business on June 16, 1997. All shares of Common
Stock issued on or after such date also have or will have one attached Right.
Generally speaking, each Right will detach from the Common Stock, and become
exercisable at $25.00 for shares of Common Stock having twice that value, ten
business days after: (a) the public announcement that any person, entity or
"group", together with the respective affiliates and associates thereof, has
become the beneficial owner of 15% or more of the outstanding Common Stock (such
a person, entity or group, an "Acquiring Person"), or (b) the commencement of a
tender or exchange offer that would result in any person, entity or "group"
beneficially owning 15% or more of the outstanding Common Stock (as such terms
are defined, and determinations made, under applicable SEC rules); provided that
the percentage applicable to Mr. Milley and other "Milley Group Members" (as
defined in the Rights Agreement, and which includes Azimuth, Cadmus, Eliot
Kirkland L.L.C., ELXLP and MMI) is 35%.

         In January 1999, after Peter R. Kellogg disclosed to the Company that
he and certain related persons and entities, in the aggregate, owned in excess
of 650,000 shares of Common Stock, they commenced negotiations that culminated
in the entering into by: (a) the Company and the Rights Agent of a Rights
Agreement Amendment, dated as of March 16, 1999 (the "Rights Agreement
Amendment"), and (b) the Company, Alexander M. Milley, Mr. Kellogg and such
related persons and entities (who are identified in footnote 6 to the table in
under the heading "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters" above) (collectively with Mr.
Kellogg, the "Kellogg Persons"), of a Standstill Agreement, dated as of March
16, 1999 (the "Kellogg Standstill Agreement").

                                       13
<PAGE>
         The most significant amendments to the Rights Agreement effected under
the Rights Agreement Amendment were certain modifications to the definition of
"Acquiring Person" that, in essence: (a) permit "Kellogg Group Members" (as
defined in the Rights Agreement Amendment, and which includes all the present
Kellogg Persons), under certain circumstances and subject to certain
limitations, to beneficially own in excess of 15% of the outstanding Common
Stock without becoming "Acquiring Persons" under the Rights Agreement (the
"Kellogg Rights Agreement Amendments"), and (b) exclude from the determination
of the Milley Group Members' beneficial ownership of Common Stock shares
beneficially owned by Kellogg Group Members or by other Peter R. Kellogg-related
persons and entities that are within the definition therein of "Kellogg Related
Persons" that may, under applicable SEC rules, be deemed to be beneficially
owned by Mr. Milley by virtue of the Kellogg-to-Milley Proxy granted pursuant to
the Kellogg Standstill Agreement and described hereinbelow. The limited
in-excess-of-15% permission granted to Kellogg Group Members under the Rights
Agreement Amendment is embodied in the definition therein of "Kellogg Group
Member Limit", which is the greater of: (i) 1,000,000 shares of Common Stock
(subject to adjustment for stock splits, stock dividends, etc.) less the number
of shares of Common Stock beneficially owned by all Kellogg Related Persons and
all of their respective affiliates and associates, and (ii) 15% of the
outstanding Common Stock; provided that if at any time it is established that
any Kellogg Group Member or any affiliate or associate of any Kellogg Group
Member who is a beneficial owner of Common Stock acquired those securities with
the purpose or effect of changing or influencing the control of the Company, or
in connection with or as a participant in any transaction having that purpose or
effect, then the foregoing clause (i) will no longer be effective and the
"Kellogg Group Member Limit" will be 15% of the outstanding Common Stock. Under
the Kellogg Standstill Agreement, the Kellogg Persons have represented and
warranted that their shares of Common Stock were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the Company, or in connection with or as a participant in any transaction having
that purpose or effect.

         The determination by the Board of Directors of the Company to implement
the Kellogg Rights Agreement Amendments was based upon, in part, the
representations, warranties, covenants and agreements of the Kellogg Persons
under the Kellogg Standstill Agreement. Consistent therewith, the Rights
Agreement Amendment provides that in the event that at any time any Kellogg
Person is in breach of or default under the Kellogg Standstill Agreement, the
effectiveness of the Kellogg Rights Agreement Amendments may, at the election of
the Company, be suspended or terminated. Under the Kellogg Standstill Agreement,
the Company has agreed that, for so long as there is not any breach of or
default under the Kellogg Standstill Agreement on the part of any Kellogg
Person, it will not suspend or terminate any of the Kellogg Rights Agreement
Amendments, terminate the Rights Agreement Amendment or take any other action
having the purpose or effect of modifying or altering the Kellogg Rights
Agreement Amendments.

         Under the Kellogg Standstill Agreement, the Kellogg Persons have agreed
that if after the date thereof any Kellogg Group Member or any affiliate or
associate thereof who (in each case) is not already a "Kellogg Person" party
thereto purchases or otherwise acquires any shares of Common Stock or other
voting securities of the Company ("Other Voting Securities"), that person or
entity will promptly thereafter take the actions specified therein to become a
"Kellogg Person" party to the Kellogg Standstill Agreement.

         Pursuant to the Kellogg Standstill Agreement, each Kellogg Person has
irrevocably constituted and appointed Mr. Milley the attorney-in-fact and proxy
of such Kellogg Person, with full power of substitution, to vote all shares of
Common Stock and Other Voting Securities which such Kellogg Person is entitled
to vote at any annual or special meeting of the stockholders of the Company, and
to express consent or dissent to any corporate action in writing without a
meeting of the stockholders of the Company, in such manner as Mr. Milley or his
substitute may determine (the "Kellogg-to-Milley Proxy"). The Kellogg-to-Milley
Proxy: (a) is stated to be coupled with an interest and irrevocable; (b) covers
any and all shares of Common Stock and Other Voting Securities owned by any
Kellogg Person, whenever acquired; and (c) will remain in effect for so long any
Rights are outstanding under the Rights Agreement. No Kellogg Person may grant
any proxy or power of attorney to any person or entity which conflicts with the
Kellogg-to-Milley Proxy.

         Under the Kellogg Standstill Agreement, the Kellogg Persons have
granted to Mr. Milley certain rights of first refusal over any shares of Common
Stock or Other Voting Securities owned by them that they may determine to sell
or otherwise dispose of, subject to certain exceptions. Mr. Milley has the right
to designate a different person or entity to effect the purchase of any such
shares or Other Voting Securities as to which such rights may be exercised.

                                       14
<PAGE>
         Under the Kellogg Standstill Agreement, each Kellogg Person has agreed
that, unless and to the extent otherwise consented to in writing by the Company,
such Kellogg Person will not: (a) solicit proxies with respect to any Common
Stock or Other Voting Securities, actively oppose any action approved by a
majority of the Continuing Directors (as defined in the Rights Agreement) of the
Company, or become a "participant" in any "election contest" relating to the
election of directors of the Company; (b) propose, make or initiate, or solicit
stockholders of the Company for the approval of, one or more stockholder
proposals; (c) propose, or make, initiate or solicit any proposals from, or
provide any information or participate in any discussions or negotiations with,
or otherwise cooperate in any way with or assist, any person or entity
concerning any merger, consolidation, other business combination, tender or
exchange offer, recapitalization, liquidation or dissolution or any purchase or
other acquisition or sale or other disposition of assets (other than in the
ordinary course of business) or shares of capital stock of the Company or any of
its subsidiaries or divisions or any similar transaction involving the Company
or any subsidiary or division of the Company or any subsidiary; (d) take any
other action for the purpose of or with the effect of changing or influencing
the control of the Company, or in connection with or as a participant in any
transaction having that purpose or effect; (e) form, join or in any way
participate in any "group" with respect to any securities of the Company (except
a group consisting entirely of Kellogg Group Members, Kellogg Related Persons,
Milley Group Members and/or their respective affiliates or associates); or (f)
induce, attempt to induce, encourage or solicit, or cooperate with, any other
person or entity to do any of the foregoing.

         Under the Kellogg Standstill Agreement, if after the date thereof any
Kellogg Related Person or any affiliate or associate thereof acquires any
additional shares of Common Stock or Other Voting Securities, that person or
entity must promptly thereafter take the actions specified therein in order to
make applicable to such shares the Kellogg-to-Milley Proxy, the above-described
rights of first refusal and the covenants and agreements described in the
immediately preceding paragraph hereof.

         Under the Kellogg Standstill Agreement, Peter R. Kellogg indemnifies
the Company, Mr. Milley, the other Milley Group Members and their respective
officers, directors, employees, agents, professional advisors and controlling
persons, for the period of time specified therein, from and against any and all
Losses (as defined therein) incurred or suffered by any of them as a result of
or arising out of or in connection with the Rights Agreement Amendment and/or
Kellogg Standstill Agreement.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditor Fees

         The following is a summary of the fees billed to the Company by Tedder,
James, Worden and Associates, P.A. ("TJW") for professional services rendered
for the fiscal years ended December 31, 2003 and December 31, 2002:


Fee Category                  Fiscal 2003 Fees               Fiscal 2002 Fees
------------                  ----------------               ----------------
Audit Fees                        $105,000                       $104,727

Audit-Related Fees                $ 15,000                       $ 14,000

Tax Fees                          $      0                       $      0

All Other Fees                    $      0                       $      0
                                  --------                       --------
Total Fees                        $120,500                       $118,727
                                  ========                       ========

         Audit Fees. Audit Fees consist of aggregate fees billed for
professional services rendered for the audit of the Company's consolidated
financial statements and review of the interim consolidated financial statements

                                       15
<PAGE>
included in quarterly reports and services that are normally provided by TJW in
connection with statutory and regulatory filings or engagements, including
audits and reviews of subsidiaries.

         Audit-Related Fees. Audit Related Fees consist of aggregate fees billed
for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's consolidated financial
statements and are not reported under "Audit Fees." In fiscal 2002 and 2003,
these services consisted of benefit plan audits.

         Tax Fees. Tax Fees consist of aggregate fees billed for professional
services for tax compliance, tax advice and tax planning. There were no tax fees
billed to the Company by TJW in fiscal 2002 or 2003.

         All Other Fees. No fees were billed to the Company by TJW for products
and services other than the services reported above.


Audit Committee Policy on Pre-Approval of Services of Independent Auditors

The Audit Committee's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year. The Audit Committee may
also pre-approve particular services on a case-by-case basis.

                                     PART IV

ITEM 15.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS OF FORM 8-K

3.   Exhibits

Exhibit
Number         Description
-------        -----------

2.1            Agreement and Plan of Merger by and among ELXSI Corporation (the
               "Company"), ELXSI, Cadmus Corporation ("Cadmus") and Holdingcues,
               Inc. dated as of October 16, 1992, including form of Series C
               Warrant. (Incorporated herein by reference to Exhibit 2.7 to the
               Company's Current Report on Form 8-K filed November 13, 1992
               (File No 000-11877)).

2.2            Family Restaurant Sale and Purchase Agreement, between Marriott
               Family Restaurants, Inc. ("Marriott") and the Company dated
               February 28, 1991. (Incorporated herein by reference to Exhibit
               2.1 to the Company's Current Report on Form 8-K, dated July 16,
               1991 (File No. 000-11877)).

2.3            Side Letter to the Family Restaurant Sale and Purchase Agreement
               between Marriott and the Company dated February 28, 1991.
               (Incorporated herein by reference to Exhibit 2.2 to the Company's
               Current Report on Form 8-K, dated July 16, 1991 (File No.
               000-11877)).

2.4            Assignment and Guaranty of Family Restaurants Sale and Purchase
               Agreement and Side Letter, between the Company, Marriott and
               ELXSI dated June 29, 1991. (Incorporated herein by reference to
               Exhibit 2.3 to the Company's Current Report on Form 8-K, dated
               July 16, 1991 (File No. 000-11877)).

2.5            Closing Side Letter Agreement Regarding Family Restaurants Sale
               and Purchase Agreement between ELXSI and Marriott dated July 1,
               1991. (Incorporated herein by reference to Exhibit 2.4 to the
               Company's Current Report on Form 8-K, dated July 16, 1991 (File
               No. 000-11877)).

                                       16
<PAGE>
2.6            Real Estate Closing Side Letter Agreement Regarding Family
               Restaurants Sale and Purchase Agreement between ELXSI and
               Marriott dated July 1, 1991. (Incorporated herein by reference to
               Exhibit 2.5 to the Company's Current Report on Form 8-K, dated
               July 16, 1991 (File No. 000-11877)).

2.7            Agreement Concerning Massachusetts and Connecticut Liquor
               Licenses between ELXSI and Marriott dated July 1, 1991.
               (Incorporated herein by reference to Exhibit 2.6 to the Company's
               Current Report on Form 8-K, dated July 16, 1991 (File No.
               000-11877)).

2.8            Contribution Agreement, dated as of December 29, 2000, by and
               among ELXSI, Bickford's Holdings Company, Inc. and Bickford's
               Family Restaurants, Inc., including forms of intercompany notes
               issued to ELXSI and Certificate of Designations for preferred
               stock issued to ELXSI. (Incorporated herein by reference to
               Exhibit 2.8 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2001 (File No. 000-11877)).

3.1            Restated Certificate of Incorporation of the Company, as amended.
               (Incorporated herein by reference to Exhibit 3.1 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1989 (File No. 000-11877)).

3.2            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company dated May 27, 1992. (Incorporated herein by
               reference to Exhibit 3.2 to the Company's Annual Report on Form
               10-K for the fiscal year ended December 31, 1994 (File No.
               000-11877)).

3.3            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company dated May 19, 1998. (Incorporated herein by
               reference to Exhibit 3.3 to the Company's Current Report on Form
               8-K, dated March 19, 1999 (File no. 000-11877)).

3.4            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company dated June 9, 1999. (Incorporated herein by
               reference to Exhibit 4.4 to the Company's Form S-8 Registration
               Statement filed March 27, 2000 (Registration No. 333-33300)).

3.5            Bylaws of the Company. (Incorporated herein by reference to
               Exhibit 3.3 to the Company's Current Report on Form 8-K dated
               June 24, 1997 and filed on June 26, 1997 (File No. 000-11877)).

4.1            Series A Warrant No. A-7 to purchase 50,000 shares of Common
               Stock issued to Eliot Kirkland L.L.C. ("EKLLC"). (Incorporated
               herein by reference to Exhibit 4.1 to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1996 (File
               No. 000-11877)).

4.2            Form of Third Allonge and Amendment to Series A Warrants of ELXSI
               Corporation, with respect to the foregoing Warrant. (Incorporated
               herein by reference to Exhibit 4.3 to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 2000 (File
               No. 000-11877)).

                                       17
<PAGE>

4.3            Form of Fourth Allonge and Amendment to Series A Warrants of
               ELXSI Corporation, with respect to the foregoing Warrant.
               (Incorporated herein by reference to Exhibit 4.3 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2002 (File No. 000-11877)).

4.4            Series A Warrant No. A-6 to purchase 150,500 shares of Common
               Stock issued to the Alexander M. Milley Irrevocable Trust I U/A
               dated May 9, 1994. (Incorporated herein by reference to Exhibit
               4.2 to the Company's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1994 (File No. 000-11877)).

4.5            Form of Third Allonge and Amendment to Series A Warrants of ELXSI
               Corporation, with respect to the foregoing Warrant. (Incorporated
               herein by reference to Exhibit 4.6 to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 2000 (File
               No. 000-11877)).

4.6            Form of Fourth Allonge and Amendment to Series A Warrants of
               ELXSI Corporation, with respect to the foregoing Warrant.
               (Incorporated herein by reference to Exhibit 4.6 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2002 (File No. 000-11877)).

4.7            Series C Warrant No. C-3 to purchase 68,762 shares of Common
               Stock issued to EKLLC. (Incorporated herein by reference to
               Exhibit 4.6 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996 (File No. 000-11877)).

4.8            Form of Third Allonge and Amendment to Series C Warrants of ELXSI
               Corporation, with respect to the foregoing Warrant. (Incorporated
               herein by reference to Exhibit 4.9 of the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 2000 (File
               No. 000-11877)).

4.9            Form of Fourth Allonge and Amendment to Series C Warrants of
               ELXSI Corporation, with respect to the foregoing Warrant.
               (Incorporated herein by reference to Exhibit 4.9 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2002 (File No. 000-11877)).

4.10           Amended and Restated Registration Rights Agreement dated as of
               January 23, 1990 among the Company, Milley & Company ("M&C") and
               Continental Illinois Equity Corporation. (Incorporated herein by
               reference to Exhibit 4.7 to the Company's Annual Report on Form
               10-K for the fiscal year ended December 31, 1989 (File No.
               000-11877)).

4.11           Exercise of Option and Assignment of Registration Rights executed
               by ELX Limited Partnership ("ELX") and The Airlie Group, L.P.
               ("Airlie") dated November 30, 1994. (Incorporated herein by
               reference to Exhibit 4.6 to the Company's Annual Report on Form
               10-K for the fiscal year ended December 31, 1994 (File No.
               000-11877)).

4.12           Amended and Restated Loan and Security Agreement, dated as of
               April 22, 2002 between ELXSI, Bickford's Holdings Company, Inc.,
               Bickford's Family Restaurants, Inc. and Bank of America, N.A.
               (Incorporated herein by reference to Exhibit 4.15 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2001 (File No. 000-11877)).

                                       18
<PAGE>
4.13           First Amendment to Amended and Restated Loan and Security
               Agreement dated as of August 5, 2002 between ELXSI, Bickford's
               Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
               Bank of America, N.A. (Incorporated herein by reference to
               Exhibit 4.13 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2002 (File No. 000-11877)).

4.14           Second Amendment to Amended and Restated Loan and Security
               Agreement dated as of December 30, 2002 between ELXSI, Bickford's
               Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
               Bank of America, N.A. (Incorporated herein by reference to
               Exhibit 4.14 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2002 (File No. 000-11877)).

4.15           Third Amendment to Amended and Restated Loan and Security
               Agreement dated as of January 31, 2003 between ELXSI, Bickford's
               Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
               Bank of America, N.A. (Incorporated herein by reference to
               Exhibit 4.15 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2002 (File No. 000-11877)).

4.16           Fourth Amendment to Amended and Restated Loan Agreement dated as
               of March 31, 2003 between ELXSI, Bickford's Holdings Company,
               Inc., Bickford's Family Restaurants, Inc. and Bank of America,
               N.A. (Incorporated herein by reference to Exhibit 4.1 to the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 2003 (File No. 000-11877)).

4.17           Fifth Amendment to Amended and Restated Loan Agreement dated as
               of June 30, 2003 between ELXSI, Bickford's Holdings Company,
               Inc., Bickford's Family Restaurants, Inc. and Wells Fargo
               Foothill, Inc. (Incorporated herein by reference to Exhibit 4.2
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2003 (File No. 000-11877)).

4.18           Sixth Amendment to Amended and Restated Loan and Security
               Agreement dated as of August 29, 2003 between ELXSI, Bickford's
               Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
               Wells Fargo Foothill, Inc. (Incorporated herein by reference to
               Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended September 30, 2003 (File No. 000-11877)).

4.19           Amended and Restated Seventh Amendment to Amended and Restated
               Loan and Security Agreement dated as of September 30, 2003
               between ELXSI, Bickford's Holdings Company, Inc., Bickford's
               Family Restaurants, Inc. and Wells Fargo Foothill, Inc.
               (Incorporated herein by reference to Exhibit 4.2 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003 (File No. 000-11877)).

4.20           Eighth Amendment to Amended and Restated Loan and Security
               Agreement dated as of December 1, 2003 between ELXSI, Bickford's
               Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
               Wells Fargo Foothill, Inc. (Incorporated herein by reference to
               Exhibit 4.20 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2003 (File No. 000-11877)).

4.21           Ninth Amendment to Amended and Restated Loan and Security
               Agreement dated as of January 15, 2004 between ELXSI, Bickford's
               Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
               Wells Fargo Foothill, Inc. (Incorporated herein by reference to
               Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2003 (File No. 000-11877)).

                                       19
<PAGE>
4.22           Amended and Restated Loan and Security Agreement dated as of
               January 30, 2004 between ELXSI, ELXSI (New Hampshire), Inc.,
               Bickford's Restaurants, LLC, Bickford's Holdings Company, Inc.,
               Bickford's Family Restaurants, Inc. and Wells Fargo Foothill,
               Inc. (Incorporated herein by reference to Exhibit 4.22 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2003 (File No. 000-11877)).

4.23           Trust Indenture, dated as of September 24, 1997, between the
               Orange County Industrial Development Authority and Sun Trust
               Bank, Central Florida, National Association, as Trustee.
               (Incorporated herein by reference to Exhibit 4.19 to the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1997 (File No. 000-11877)).

4.24           Loan Agreement, dated as of September 24, 1997, between ELXSI and
               the Orange County Industrial Development Authority. (Incorporated
               herein by reference to Exhibit 4.20 to the Company's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1997
               (File No. 000-11877)).

4.25           Mortgage and Security Agreement, dated as of September 24, 1997,
               between ELXSI and the Orange County Industrial Development
               Authority. (Incorporated herein by reference to Exhibit 4.21 to
               the Company's Quarterly Report on Form 10-Q for quarter ended
               September 30, 1997 (File No. 000-11877)).

4.26           Bond Purchase Agreement, dated as of September 24, 1997, by and
               among the Orange County Industrial Development Authority, ELXSI
               and Bank of America National Trust and Savings Association.
               (Incorporated herein by reference to Exhibit 4.22 to the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1997 (File No. 000-11877)).

4.27           Guaranty Agreement, dated as of September 24, 1997, by and
               between ELXSI Corporation and Bank of America National Trust and
               Savings Association. (Incorporated herein by reference to Exhibit
               4.23 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1997 (File No. 000-11877)).

4.28           Security Agreement, dated as of September 24, 1997, between ELXSI
               and the Orange County Industrial Development Authority.
               (Incorporated herein by reference to Exhibit 4.24 to the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1997 (File No. 000-11877)).

4.29           Rights Agreement, dated as of June 4, 1997, between the Company
               and Continental Stock Transfer & Trust Company, as Rights Agent.
               (Incorporated herein by reference to Exhibit 4.17 to the
               Company's Form 8-A Registration Statement, dated June 10, 1997
               (File No. 000-11877)).

4.30           Rights Agreement Amendment, dated as of March 16, 1999, between
               the Company and Continental Stock Transfer & Trust Company, as
               Rights Agent. (Incorporated herein by reference to Exhibit 2 to
               the Registrant's Form 8-A/A Registration Statement
               (Post-Effective Amendment No. 1) dated March 19, 1999 (File No.
               000-11877)).

4.31           Standstill Agreement, dated as of March 16, 1999, among the
               Company, Alexander M. Milley and the "Kellogg Person" party
               thereto. (Incorporated herein by reference to Exhibit 3 of the

                                       20
<PAGE>

               Registrant's Form 8-A/A Registration Statement (Post-effective
               Amendment No. 1) dated March 19, 1999 (File No. 000-11877)).

10.1           The Company's 1993 Incentive Stock Option Plan. (Incorporated
               herein by reference to Exhibit 10.3 to the Company's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1994
               (File No. 000-11877)).

10.2           The Company's 1995 Incentive Stock Option Plan. (Incorporated
               herein by reference to Exhibit 4.1 to the Company's Form S-8
               Registration Statement filed November 14, 1995 (Registration No.
               333-64205)).

10.3           The Company's 1996 Incentive Stock Option Plan. (Incorporated
               herein by reference to Exhibit 4.1 to the Company's Form S-8
               Registration Statement filed December 2, 1996 (Registration No.
               333-17131)).

10.4           The Company's 1997 Incentive Stock Option Plan. (Incorporated
               herein by reference to Exhibit 4.1 to the Company's Form S-8
               Registration Statement filed January 30, 1998 (Registration No.
               333-45381)).

10.5           The Company's 1998 Incentive Stock Option Plan. (Incorporated
               herein by reference to the Annex A to the Company's Proxy
               Statement included in its Schedule 14A filed with the Commission
               on April 17, 1998 (File No. 000-11877)).

10.6           The Company's 1999 Incentive Stock Option Plan. (Incorporated
               herein by reference to the Annex A to the Company's Proxy
               Statement included in its Schedule 14A filed with the Commission
               on April 23, 1999 (File No. 000-11877)).

10.7           The Company's 2000 Incentive Stock Option Plan. (Incorporated
               herein by reference to Annex A to the Company's Proxy Statement
               included in its Schedule 14A filed with the Commission on April
               20, 2000 (File No. 000-11877)).

10.8           The Company's 2001 Incentive Stock Option Plan. (Incorporated
               herein by reference to the Annex B to the Company's Proxy
               Statement included in its Schedule 14A filed with the Commission
               on April 17, 2001 (File No. 000-11877)).

10.9           The Company's 2002 Incentive Stock Option Plan. (Incorporated
               herein by reference to the Annex A to the Company's Proxy
               Statement included in its Schedule 14A filed with the Commission
               on October 21, 2002 (File No. 000-11877)).

10.10          The Company's 2003 Incentive Stock Option Plan. (Incorporated
               herein by reference to the Annex B to the Company's Proxy
               Statement included in its Schedule 14A filed with the Commission
               on October 22, 2003 (File No. 000-11877)).

                                       21
<PAGE>
10.11          The ELXSI 1991 Phantom Stock Option Plan for the management of
               the Bickford's Division. (Incorporated herein by reference to
               Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1994 (File No. 000-11877)).

10.12          Amendment No. 1 to the ELXSI 1991 Phantom Stock Option Plan for
               the management of the Bickford's Division. (Incorporated herein
               by reference to Exhibit 10.5 to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1994 (File No.
               000-11877)).

10.13          Letter agreement dated November 30, 2001 between ELXSI and the
               management of the Bickford's Division holding rights under the
               ELXSI 1991 Phantom Stock Option Plan setting forth the amounts
               and timing of payments thereunder as a result of the exercise of
               rights thereunder. (Incorporated herein by reference to Exhibit
               10.13 to the Company's Annual Report on Form 10-K for the fiscal
               year ended December 31, 2001 (File No. 000-11877)).

10.14          Letter Agreement dated March 28, 2003 between ELXSI and Lawrence
               J. Pszenny setting forth certain amounts and timing of payments
               under the ELXSI 1991 Phantom Stock Option Plan as a result of the
               exercise of rights thereunder. (Incorporated herein by reference
               to Exhibit 10.14 to the Company's Annual Report on Form 10-K for
               the fiscal year ended December 31, 2003 (File No. 000-11877)).

10.15          Letter Agreement dated March 28, 2003 between ELXSI and Robert T.
               Germaine setting forth certain amounts and timing of payments
               under the ELXSI 1991 Phantom Stock Option Plan as a result of the
               exercise of rights thereunder. (Incorporated herein by reference
               to Exhibit 10.15 to the Company's Annual Report on Form 10-K for
               the fiscal year ended December 31, 2003 (File No. 000-11877)).

10.16          Letter Agreement dated March 28, 2003 between ELXSI and Daniel E.
               Bloodwell setting forth certain amounts and timing of payments
               under the ELXSI 1991 Phantom Stock Option Plan as a result of the
               exercise of rights thereunder. (Incorporated herein by reference
               to Exhibit 10.16 to the Company's Annual Report on Form 10-K for
               the fiscal year ended December 31, 2003 (File No. 000-11877)).

10.17          Agreement between ELXSI, Bickford's Family Restaurants, Inc. and
               James P. Shine setting forth certain amounts and timing of
               payments under the ELXSI 1991 Phantom Stock Option Plan as a
               result of the exercise of rights thereunder. (Incorporated herein
               by reference to Exhibit 10.17 to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 2003 (File No.
               000-11877)).

10.18          Management Agreement between Winchester National, Inc. (d/b/a
               M&C) and the Company dated September 25, 1989. (Incorporated
               herein by reference to Exhibit 10.21 to the Company's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1991
               (File No. 000-11877)).

10.19          Assignment of Management Agreement dated June 28, 1991 among the
               Company, Winchester National, Inc., ELXSI and Milley Management
               Incorporated ("MMI"). (Incorporated herein by reference to
               Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1994 (File No. 000-11877)).

                                       22
<PAGE>
10.20          Management Agreement Extension dated September 25, 1992 between
               ELXSI and MMI. (Incorporated herein by reference to Exhibit 10.17
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994 (File No. 000-11877)).

10.21          Assignment to Cadmus ("Cadmus"), dated January 1, 1994, of MMI's
               rights under the extended Management Agreement dated September
               25, 1992, as amended, between ELXSI and MMI. (Incorporated herein
               by reference to Exhibit 10.18 to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1994 (File No.
               000-11877)).

10.22          Form of Extension No. 2 to Management Agreement, dated as of June
               30, 1997, between ELXSI and Cadmus. (Incorporated herein by
               reference to Exhibit 10.33 to the Company's Current Report on
               Form 8-K filed with the Commission on July 9, 1997 (File No.
               000-11877)).

10.23          Amended and Restated Promissory Note of ELX payable to the
               Company dated as of December 31, 2001 in the amount of
               $1,606,278. (Incorporated herein by reference to Exhibit 10.26 to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2001 (File No. 000-11877)).

10.24          Amended and Restated Promissory Note of ELX payable to the
               Company dated as of December 31, 2001 in the amount of
               $1,362,489. (Incorporated herein by reference to Exhibit 10.29 to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2001 (File No. 000-11877)).

10.25          Form of Employment Agreement, dated as of June 30, 1997, between
               ELXSI and Alexander M. Milley. (Incorporated herein by reference
               to Exhibit 10.34 to the Company's Form 8-K Current Report filed
               with the Commission on July 9, 1997 (File No. 000-11877)).

10.26          Amendment No. 1 to the above Employment Agreement, dated as of
               May 27, 1999. (Incorporated herein by reference to Exhibit 10.28
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000 (File No. 000-11877)).

10.27          Form of Employment Agreement, dated as of June 30, 1997, between
               ELXSI and David M. Doolittle. (Incorporated herein by reference
               to Exhibit 10.39 of the Company's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1999 (File No. 000-11877)).

10.28          Amendment No. 1 to the above Employment Agreement, dated as of
               May 27, 1999. (Incorporated herein by reference to Exhibit 10.30
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000 (File No. 000-11877)).

10.29          Amended and Restated Secured Promissory Note of Cadmus payable to
               ELXSI dated as of December 31, 2001 in the amount of $2,000,000.
               (Incorporated herein by reference to Exhibit 10.36 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2001 (File No. 000-11877)).

                                       23
<PAGE>
10.30          Amended and Restated Promissory Note of Cadmus payable to ELXSI
               dated as of December 31, 2001 in the amount of $7,003,364.
               (Incorporated herein by reference to Exhibit 10.38 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2001 (File No. 000-11877)).

10.31          Form of guaranty instrument executed by Alexander M. Milley in
               relation to the above two notes. (Incorporated herein by
               reference to Exhibit 10.34 to the Company's Annual Report on Form
               10-K for the fiscal year ended December 31, 2000 (File No.
               000-11877)).

10.32          Form of Pledge and Security Agreement, dated as of December 31,
               2001, executed by ELX to secure the above-referenced amended and
               restated promissory notes of ELX and Cadmus. (Incorporated herein
               by reference to Exhibit 10.40 to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 2001 (File No.
               000-11877)).

10.33          Form of Pledge and Security Agreement, dated as of December 31,
               2001, executed by Cadmus to secure the above-referenced amended
               and restated promissory notes of ELX and Cadmus. (Incorporated
               herein by reference to Exhibit 10.41 to the Company's Annual
               Report on Form 10-K for the fiscal year ended December 31, 2001
               (File No. 000-11877)).

10.34          Form of Pledge and Security Agreement, dated as of December 31,
               2001, executed by Alexander M. Milley, MMI and Winchester
               National, Inc. to secure the above-referenced amended and
               restated promissory notes of ELX and Cadmus. (Incorporated herein
               by reference to Exhibit 10.42 to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 2001 (File No.
               000-11877)).

14.1           Code of Ethics for Senior Financial Officers. (Incorporated
               herein by reference to Exhibit 14.1 to the Company's Annual
               Report on Form 10-K for the fiscal year ended December 31, 2003
               (File No. 000-11877)).

16.1           Letter from PricewaterhouseCoopers LLP to the Commission dated
               July 24, 2002. (Incorporated herein by reference to Exhibit 16.1
               to the Company's Current Report on Form 8-K dated July 24, 2002
               and filed with the Commission on July 30, 2002 (File No.
               000-11877)).

21.1           Subsidiaries of the Company. (Incorporated herein by reference to
               Exhibit 21.1 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2003 (File No. 000-11877)).

23.1           Consent of Tedder, James, Worden and Associates, P.A.
               (Incorporated herein by reference to Exhibit 23.1 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2003 (File No. 000-11877)).

31.1           Certification of Alexander M. Milley Pursuant to Item 601(b)(31)
               of Regulation S-K, as adopted pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002. (Filed herewith).

31.2           Certification of David M. Doolittle Pursuant to Item 601(b)(31)
               of Regulation S-K, as adopted pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002. (Filed herewith).

                                       24
<PAGE>
32.1           Certification of Alexander M. Milley pursuant to Item 601(b)(32)
               of Regulation S-K, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002. (Incorporated herein by reference to
               Exhibit 32.1 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2003 (File No. 000-11877)).

32.2           Certification of David M. Doolittle pursuant to Item 601(b)(32)
               of Regulation S-K, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002. (Incorporated herein by reference to
               Exhibit 32.2 to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2003 (File No. 000-11877)).

4.   Reports on Form 8-K

     No current reports on Form 8-K have been filed during the last quarter for
the period covered by this report.


                                       25
<PAGE>
                                   SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                       ELXSI CORPORATION



Date:  April 29, 2004                  By: /s/ ALEXANDER M. MILLEY
                                       -----------------------------------------
                                       Alexander M. Milley
                                       Chairman of the Board, President
                                       and Chief Executive Officer

                                       26