BOND PURCHASE AGREEMENT

                                  BY AND AMONG

                 ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

                                      ELXSI

                                       AND

             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

                                   Dated as of

                               September 24, 1997


                                       RE:
            $2,500,000 ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
        INDUSTRIAL DEVELOPMENT REVENUE BONDS (ELXSI PROJECT), SERIES 1997

                                      [ ]
<PAGE>


                             BOND PURCHASE AGREEMENT
                                   $2,500,000
                 ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
        INDUSTRIAL DEVELOPMENT REVENUE BONDS (ELXSI PROJECT), SERIES 1997

     This BOND PURCHASE AGREEMENT (this "Bond Purchase Agreement"),  dated as of
September 24, 1997, among ORANGE COUNTY  INDUSTRIAL  DEVELOPMENT  AUTHORITY (the
"Issuer"),  a public body  corporate and politic and an  instrumentality  of the
State of  Florida,  County  of  Orange,  ELXSI  (the  "Company"),  a  California
corporation,  and BANK OF AMERICA  NATIONAL TRUST AND SAVINGS  ASSOCIATION  (the
"Original Purchaser").

     1.   Background.

          1. The Issuer  proposes  to enter into a Loan  Agreement,  dated as of
September 24, 1997 (the "Loan Agreement") with the Company pursuant to the terms
of which the Company  agrees to make loan payments (the "Loan  Payments") to the
Issuer equal to the principal of, premium,  if any, and interest on the Issuer's
$2,500,000  Industrial  Development  Revenue Bonds (ELXSI Project) , Series 1997
(the "Bonds") issued in accordance with Chapter 159, Part II, Florida  Statutes,
and other applicable provisions of law (the "Act"). The Issuer proposes to issue
and sell to the Original Purchaser the Bonds, the proceeds of which will be used
together with Company funds to finance the Project (as hereinafter defined).

          The Bonds are being  issued to  provide  funds  which,  together  with
interest  earnings  thereon and certain other  amounts,  will be used to provide
funds to the Company in order (i) to acquire,  construct,  install and equip the
Company's  new facility to be  constructed  at 3600 Rio Vista  Avenue,  Orlando,
Florida for the manufacture of video inspection and rehabilitation equipment for
wastewater and drainage systems, and to provide funds to finance improvements at
the Company's existing facility at 3501 Rio Vista Avenue, Orlando,  Florida (the
"Project") and (ii) to pay certain costs of issuance.

          2. The Bonds will be issued  pursuant to a Bond  Resolution (The "Bond
Resolution")  adopted by the Issuer on  September  23,  1997 and will be secured
under  the  Issuer's  Trust  Indenture,  dated as of  September  24,  1997  (the
"Indenture")  with SunTrust Bank,  Central  Florida,  National  Association,  as
trustee (the  "Trustee").  The Bonds will be payable solely out of the Company's
Loan  Payments  under the Loan  Agreement  and other  monies paid by the Company
thereunder.  To evidence and to secure its obligation to make Loan Payments, the
Company will,  under the Loan Agreement,  deliver a promissory note (the "Note")
to the Trustee.

          The Company  will enter into a Mortgage and  Security  Agreement  (the
"Mortgage")  and a Security  Agreement  (the "Security  Agreement")  pursuant to
which the Company  shall grant solely to the Trustee (as assignee of the Issuer)
a lien and security interest in the land, building and equipment  comprising the
Project  as  security  for  the  performance  and  observance  of the  Company's
obligations under the Loan Agreement and the Promissory Note dated September 24,
1997 in the principal amount of $2,500,000 (the "Note").

          3. In order to induce the  Original  Purchaser to enter into this Bond
Purchase  Agreement and purchase the Bonds at the price and bearing  interest at
the  rates set forth  therein,  the  Company  has  joined in this Bond  Purchase
Agreement.

                                       2
<PAGE>

          4. The proceeds of the sale of the Bonds,  excluding accrued interest,
are to be  applied as set forth in the second  paragraph  of this Bond  Purchase
Agreement. If the Bonds are sold, the Company will pay either from Bond proceeds
(up to 2% of the  face  amount  of the  Bonds)  or from  its own  funds  (i) the
financing  costs of the Bonds,  including the costs of preparing and reproducing
the Loan Agreement, the Indenture, the Bonds, the Bond Resolution of the Issuer,
this Bond Purchase Agreement and other documents; (ii) fees and disbursements of
bond counsel,  counsel for the Company,  the Issuer, the counsel for the Issuer,
the Trustee, counsel for the Trustee and counsel for the Original Purchaser; and
(iii)  out-of-pocket costs incurred by the Original Purchaser and related to the
Project  and/or the Bonds,  including  but not limited to,  costs of real estate
appraisals,  architect  inspections,  construction  escrows,  title policies and
environmental site assessments.

          5.  The  professional  advisors  referred  to in  this  Bond  Purchase
Agreement are:

          Counsel to Issuer:                 Maguire, Voorhis & Wells, P.A.
                                             Orlando, Florida

          Bond Counsel:                      Akerman, Senterfitt & Eidson, P.A.
                                             Orlando, Florida

          Counsel to the Company:            Lowndes, Drosdick, Doster, Kantor &
                                                Reed, P.A.
                                             Orlando, Florida

          Counsel to the Original            Winston & Strawn
          Purchaser:                         Chicago, Illinois

     2. Purchase,  Sale and Closing. On the terms and conditions and in reliance
on the  representations,  warranties  and  covenants set forth herein and in the
Bond Documents,  as defined in the Indenture,  the Original  Purchaser shall buy
from the Issuer, and the Issuer shall sell to the Original Purchaser, the Bonds.
The  purchase  price  shall be  $2,500,000  and shall be payable in  immediately
available funds by wire transfer to the Trustee. Closing (the "Closing") will be
at the offices of Akerman,  Senterfitt & Eidson,  P.A., at 10:00 A.M. prevailing
local time on September 24, 1997 or at such other place or other date or time as
may be agreed to by the parties  hereto.  At the Closing the Original  Purchaser
will accept the  delivery of the Bonds from the  Issuer,  and will make  payment
therefor upon  satisfaction  of the  conditions  contained in this Bond Purchase
Agreement.

     3.  Representations  and  Warranties  of the  Issuer.  The  Issuer,  by its
acceptance hereof, represents and warrants to the Original Purchaser that:

          1. The  Issuer is a local  unit of special  purpose  government,  duly
organized  and  established   and  validly   existing  under  the  Act  and  the
Constitution and laws of the State of Florida,  with full legal right, power and
authority  (1) to finance  the  Project,  to execute and deliver and perform its
obligations under the Mortgage,  Security Agreement,  Loan Agreement,  Indenture
and the  other  documents  entered  into by the  Issuer in  connection  with the
issuance of the Bonds (the "Issuer Documents"),  (2) to issue the Bonds, for the
purposes for which they are to be issued, (3) to secure the Bonds as provided by
the Indenture, (4) to enter into the obligations under the Bond Resolution,  and
(5) to carry out and consummate all of the transactions contemplated by the Bond
Resolution and the Issuer Documents.

<PAGE>

          2. The Issuer has complied with the Bond Resolution,  the Act, and the
Constitution  and laws of the State of Florida in all  matters  relating  to the
Bonds and the Issuer Documents

          3. The Issuer has duly  authorized  and approved (1) the execution and
delivery,  or  adoption,  as the  case  may  be,  and  performance  of the  Bond
Resolution,  the Issuer  Documents and the Bonds,  and (2) the taking of any and
all such action as may be required on the part of the Issuer to carry out,  give
effect to and consummate the  transactions  contemplated by the Issuer Documents
and the Bonds.

          4.  Each of the  Issuer  Documents  constitutes  a  legally  valid and
binding  obligation of the Issuer  enforceable  against the Issuer in accordance
with its respective terms, and, upon due  authorization,  execution and delivery
hereof and thereof by the parties thereto,  will constitute the legal, valid and
binding  obligation of the Issuer  enforceable  against the Issuer in accordance
with its respective terms.

          5. When  delivered  to and paid for by the  Original  Purchaser at the
Closing in accordance with the provisions of this Bond Purchase  Agreement,  the
Bonds  will have been  duly  authorized,  executed,  authenticated,  issued  and
delivered and will constitute  legal,  valid and binding special  obligations of
the Issuer,  conforming  to the Act, and entitled to the benefit and security of
the Indenture.

          6.  Other  than  any  approvals  that  might  be  required  under  the
securities laws of any state, no approval,  permit, consent or authorization of,
or registration  or filing with, any  governmental or public agency or authority
or any other entity not already  obtained or made, or to be made  simultaneously
with the  issuance  of the Bonds,  is  required  to be obtained by the Issuer in
connection  with  the  issuance  and sale of the  Bonds,  or the  execution  and
delivery by the Issuer of, or the due performance of its obligations  under, the
Issuer  Documents,  the Bonds and the Bond  Resolution,  and any such approvals,
permits, consents or authorizations so obtained are in full force and effect.

          7. No approval,  permit,  consent or authorization of any governmental
or public  agency or any other  entity not already  obtained is required at this
time in  connection  with the  acquisition,  construction  and  equipping of the
Project.

          8. The Issuer is not in breach of or in default  under any  applicable
constitutional  provision,  law or  administrative  regulation  of the  State of
Florida  or the  United  States,  the Bond  Resolution,  the  Bonds,  the Issuer
Documents  or any  applicable  judgment  or decree or any other loan  agreement,
indenture,  bond, note,  resolution,  agreement or other instrument to which the
Issuer is a party or to which the  Issuer  or any of its  property  or assets is
otherwise  subject,  that could have a materially adverse effect on the business
or operations of the Issuer,  and no event of default by the Issuer has occurred
and is continuing under any such instrument.

          9. The adoption of the Bond Resolution,  the execution and delivery by
the Issuer of the Issuer Documents, the Bonds, and any other instrument to which
the Issuer is a party and which is used or  contemplated  for use in conjunction
with the transactions contemplated by the Bond Resolution,  the Issuer Documents
or the Bonds, and the compliance with the provisions of each such instrument and
the consummation of any transactions  contemplated hereby and thereby,  will not
conflict  with or  constitute  a breach of, or  default  under,  any  indenture,
commitment,  agreement, or other instrument to which the Issuer is a party or by
which it is bound,  or under any provision of the  Constitution  of the State of
Florida or any existing law, rule, regulation,  Resolution,  judgment,  order or
decree  to  which  the  Issuer  (or any of its  members  or  officers  in  their
respective capacities as such) or its properties is subject.

          10. There is no action,  suit, hearing,  inquiry or investigation,  at
law or in equity,  before or by any court, public board, agency or body, pending
or, to the best  knowledge of the Issuer,  threatened  against or affecting  the
Issuer or any of its  supervisors  in their  respective  capacities  as such, in
which an unfavorable  decision,  ruling or finding  would,  in any material way,
adversely affect (1) the transactions  contemplated by the Bond Resolution,  the
Issuer  Documents or the proceedings  relating  thereto,  (2) the  organization,
existence or 

<PAGE>

powers of the Issuer or any of its  supervisors or officers in their  respective
capacities  as such,  (3) the business,  properties or assets or the  condition,
financial or otherwise, of the Issuer, (4) the validity or enforceability of the
Issuer  Documents or any other  agreement or instrument to which the Issuer is a
party and which is used or contemplated for use in the transactions contemplated
hereby or by the Bond Resolution,  (5) to the extent  applicable,  the exclusion
from gross income for federal  income tax purposes of the interest on the Bonds,
(6) to the extent  applicable,  the exemption under the Act of the Bonds and the
interest  thereon  from  taxation  imposed  by the  State  of  Florida,  (7) the
issuance,  sale or delivery  of the Bonds,  or (8) the receipt and pledge of the
amounts pledged under the Indenture to pay the principal or premium,  if any, or
interest on the Bonds.

          11. The Issuer has not issued, assumed or guaranteed any indebtedness,
incurred any material  liabilities,  direct or  contingent,  or entered into any
contract or  arrangement  of any kind payable from or secured by a pledge of the
Trust Estate, as defined in the Indenture,  with a lien thereon prior to or on a
parity with the lien of the Bonds.

          12. The  Issuer  has not been  notified  of any  listing  or  proposed
listing by the Internal  Revenue Service to the effect that the Issuer is a bond
issuer whose arbitrage certifications may not be relied upon.

          13. Any certificates  signed by any official of the Issuer  authorized
to do so shall be deemed a  representation  and  warranty  by the  Issuer to the
Original Purchaser as to the statements made therein.

          14. No  representation or warranty by the Issuer in this Bond Purchase
Agreement nor any statement, certificate, document or exhibit furnished to or to
be  furnished  by the Issuer  pursuant  to this Bond  Purchase  Agreement  or in
connection with the transactions contemplated hereby contains or will contain on
the date of Closing  any untrue  statement  of a material  fact or omits or will
omit a material fact necessary to make the statements  contained therein, in the
light of the circumstances under which they were made, not misleading, provided,
however,  that no representation is made with respect to information  concerning
the Project, the Original Purchaser or the Company.

          15. Rule 3E-400.003,  Rules for Government Securities,  promulgated by
the Florida  Department of Banking and Finance,  Division of  Securities,  under
Section 517.051(I), Florida Statutes ("Rule 3E-400.003"), requires the Issuer to
disclose each and every default as to the payment of principal and interest with
respect to an  obligation  issued by the Issuer after  December  31, 1975.  Rule
3E-400.003 further provides,  however, that if the Issuer in good faith believes
that such disclosures would not be considered material by a reasonable investor,
such disclosures may be omitted.

          The issuer,  in the case of the Bonds (as well as certain  other bonds
of the  Issuer),  is  merely a  conduit  for  payment,  in that the Bonds do not
constitute  a general  debt,  liability  or  obligation  of the Issuer,  but are
instead  secured by  payments of the Company  under the  Agreement  and by other
security  discussed herein.  The Bonds are not being offered on the basis of the
financial  strength  of  the  Issuer.  The  Issuer  believes,   therefore,  that
disclosure  of any default  related to a financing  not involving the Company or
any  person  or  entity  related  to the  Company  would  not be  material  to a
reasonable investor.  Accordingly, the Issuer has not taken affirmative steps to
contact  the  various  trustees  of other  conduit  bond issues of the Issuer to
determine  the  existence of prior  defaults and although the Issuer is aware of
the  existence  of certain  defaults  (none of which,  to the  knowledge  of the
Issuer,  involve  the  Company or persons or  entities  related  thereto),  such
defaults are not described in this Bond Purchase  Agreement.  No  obligations or
bonds as to which the Issuer is the  direct  obligor  and which are not  conduit
obligations  are in  default  or  have  been in  default  as to the  payment  of
principal  or  interest.  

<PAGE>

          16.  That the Issuer is a public  body  corporate  and  politic of the
County of Orange (the "County"),  State of Florida (the "State"), duly organized
and  validly  existing  as such under the laws of the County and State,  and its
members have been duly appointed.

     4.  Company's  Representations  and  Warranties.   The  Company  makes  the
following  representations and warranties,  all of which will continue in effect
subsequent to the Closing:

          1. That the Company is a corporation duly incorporated,  organized and
existing  under  the laws of the  State of  California  and is  qualified  to do
business  in Florida and in each other  jurisdiction  in which the failure to so
qualify would have a material adverse effect on the Company,  with full power to
execute and deliver the Loan  Agreement,  the Note,  the Mortgage,  the Security
Agreement,  the  Tax  Certificate  and  attached  Tax  Questionnaire  (the  "Tax
Certificate"),  dated as of September  24,  1997,  the  Environmental  Indemnity
Agreement (the "Indemnity"),  dated as of September 24 1997, from the Company to
and in favor of the Trustee, and this Bond Purchase Agreement.

          2. That the Company has duly  authorized the  execution,  delivery and
performance  of the  Loan  Agreement,  the  Note,  the  Mortgage,  the  Security
Agreement,  the Tax Certificate,  the Indemnity and this Bond Purchase Agreement
and no approval or other  action by any  governmental  authority  is required in
connection  with the execution or  performance  by the Company of the same,  and
that neither the making nor the performance of the Loan Agreement, the Note, the
Mortgage,  the Indemnity,  the Security  Agreement,  the Tax Certificate or this
Bond  Purchase  Agreement  will conflict  with,  violate or constitute a default
under (i) the  Articles of  Incorporation  or By-Laws of the Company or (ii) any
indenture,  mortgage,  deed of trust, agreement or other instrument to which the
Company is a party or by which the Company or any of its properties may be bound
or any order,  rule or  regulation  of any court or Federal or state  regulatory
body or administrative agency having jurisdiction over the Company or any of its
properties;  and no consent,  approval,  authorization  or order of any court or
government  agency or body not already obtained is required for the consummation
of the transactions contemplated hereby.

          3.  That   there  is  no   action,   suit,   proceeding,   inquiry  or
investigation,  at law or in  equity,  before or by any court,  public  board or
body,  pending  or, to the  knowledge  of the  Company,  threatened  against the
Company (or, to the knowledge of the Company,  any  meritorious  basis therefor)
wherein an unfavorable decision, ruling or finding would have a material adverse
effect on the financial  condition of the Company,  the operation by the Company
of its properties, the acquisition, construction,  installation and equipping or
operation of the Project,  the  transactions  contemplated by this Bond Purchase
Agreement,  the validity or enforceability of the Loan Agreement, the Indenture,
the  Mortgage,  the  Security  Agreement,  the Tax  Certificate,  the Note,  the
Indemnity or this Bond Purchase Agreement,  or the corporate existence or powers
of the Company.

          4. The officers of the Company and executing the Loan  Agreement,  the
Note, the Mortgage, the Indemnity,  the Security Agreement,  the Tax Certificate
and this Bond Purchase Agreement, as applicable, are duly and properly in office
and fully  authorized  to  execute  the same.

          5. Except as disclosed to the Original  Purchaser in writing  prior to
the  date  hereof,  the  Company  is not  in  breach  of or  default  under,  as
applicable,  (i) the Security Agreement,  the Mortgage,  the Indemnity,  the Tax
Certificate,  the Loan  Agreement,  or the Note,  (ii) any  applicable  state or
federal law or  administrative  regulation or any applicable  judgment or decree
thereof,  to the extent  such  breach or default  would have a material  adverse
effect on the  financial  condition of the  Company,  or the  operations  of the
Company, or any of its properties,  (iii) any loan agreement,  indenture,  bond,
note, resolution,  agreement or other instrument to which the Company is a party
or is otherwise subject, and (iv) no event has occurred and is continuing which,
with the passage of time or the giving of notice or both,  would  constitute  an
event of default under any such instrument.

          6. The Company  lawfully  owns and is lawfully  possessed,  and at the
Closing Date will so own and be so possessed, of its property, including but not
limited to the Project,  and has, and at the Closing Date will have,  fee simple
title and estate to such  property,  including  but not limited to the  Project,
subject only to 

<PAGE>

permitted  liens  which  do not  now,  and  will  not as of  the  Closing  Date,
materially adversely affect the operations or the properties of the Company.

          7. Between the date hereof and the Closing Date, the Company will not,
without the prior written consent of the Original Purchaser,  incur any material
liabilities,  direct  or  contingent,  other  than  in the  ordinary  course  of
business.

          8.  The  Company  has  complied  in all  material  respects  with  all
applicable  requirements  of the United States and the relevant  states,  and of
their  respective  agencies  and  instrumentalities,  to operate its  respective
facilities  substantially  as they are being operated and are fully qualified by
all   necessary   permits,   licenses,   certifications,    accreditations   and
qualifications,  including,  without  limitation,  accreditation of its existing
facilities, and to conduct its business as it is presently being conducted.

     5. Issuer's  Covenants.  To the extent that interest on the Bonds is or may
become excludable from gross income for federal income tax purposes,  the Issuer
will refrain  from taking any action,  that results in the loss of the status of
the exclusion  from gross income of interest on the Bonds for federal income tax
purposes.

     6. Company's Covenants.

          1.  To the  extent  that  interest  on  the  Bonds  is or  may  become
excludable  from gross income for federal income tax purposes,  the Company will
refrain  from taking any action,  or from  permitting  any action with regard to
which the Company may exercise control to be taken,  that results in the loss of
the exclusion of the interest on the Bonds for federal income tax purposes.

          2.  (1)  The Company  hereby agrees to indemnify and hold harmless the
Issuer, its members, officers,  attorneys and agents, the Original Purchaser and
each person, if any, who is an officer or employee of the Original  Purchaser or
who controls the  Original  Purchaser  within the meaning of the 1933 Act or the
Securities  Exchange Act of 1934, as amended (the "1934 Act") (the  "Indemnified
Parties") against any and all losses, claims, damages,  liabilities and expenses
(or actions in respect  thereof)  that arise out of or are based upon any untrue
statement  or alleged  untrue  statement  of any material  fact  concerning  the
Company,  its  facilities and the  application of the proceeds of the Bonds,  or
arise out of or are based upon the omission or alleged omission therefrom of any
statement  or  information  concerning  the  Company,  its  facilities  and  the
application of the proceeds of the Bonds  necessary to make the  statements,  in
light of the  circumstances  under which they were made,  not  misleading in any
material  respect  in  and,  to the  extent  of the  aggregate  amount  paid  in
settlement of any litigation  commenced or threatened arising from a claim based
upon any such  untrue  statement  or alleged  untrue  statement  or  omission or
alleged  omission if such settlement is effected with the written consent of the
Company,  and further agrees to reimburse any legal or other expenses reasonably
incurred by any such  Indemnified  Party in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action;

               (2) The Company further agrees to indemnify and hold harmless the
Issuer, its members, officers, attorneys and agents and each person, if any, who
controls any of the  foregoing  within the meaning of Section 15 of the 1933 Act
or  Section  20 of the 1934 Act (also  referred  to  herein as the  "Indemnified
Parties"),  against any and all losses, claims, damages, liabilities or expenses
whatsoever caused by or in any way related to (A) the use of the proceeds of the
Bonds,  and (B) the execution and  performance of this Bond Purchase  Agreement,
the issuance and sale of the Bonds, actions taken under the Indenture,  the Loan
Agreement,  the Note, the Mortgage,  the Security  Agreement,  the Assignment of
Rents, the Tax Certificate or any other cause  whatsoever  pertaining to the use
of the Bond proceeds and approval thereof under the Act;

               (3) The  Company,  will assume the defense of any action  against
any Indemnified  Party based upon allegations of any such loss,  claim,  damage,
liability or action,  including  the  

<PAGE>

retention of counsel  satisfactory to the  Indemnified  Party and the payment of
reasonable  counsel  fees  and all  other  expenses  relating  to such  defense;
provided, however, that any Indemnified Party may retain separate counsel in any
such action and may  participate  in the defense  thereof at the expense of such
Indemnified Party unless the retention of separate counsel has been specifically
authorized by the Company; provided further, that if any Indemnified Party shall
have been advised by counsel experienced in such matters that there may be legal
defenses  available to such  Indemnified  Party which are  different  from or in
addition to those available to the Company,  then the Company shall not have the
right to assume the defense of such action on behalf of such Indemnified  Party,
and in such event the reasonable fees and expenses of the  Indemnified  Party in
defending such action shall be borne by the Company; provided, further, that the
Company  will not be liable in any such case to the  extent  that any such loss,
claim,  damage,  liability and expense arise out of or are based upon any untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
any such documents in reliance upon and in conformity  with written  information
furnished by any Indemnified Party  specifically for use therein.  The indemnity
contained  herein  will be in addition  to any  liability  which the Company may
otherwise  have  and  shall  survive  any  termination  of  this  Bond  Purchase
Agreement,  the offering and sale of the Bonds and the payment or provision  for
payment of the Bonds;

               (4)  Promptly after receipt by an Indemnified  Party of notice of
the  commencement  of any action,  such  Indemnified  Party will, if a claim for
indemnity  in respect  thereof is to be made  against  the  Company,  notify the
Company of the commencement  thereof, and thereupon the Company, (A) will assume
the  defense  thereof if and as  required  hereunder  or (B) if not  required to
assume such defense,  will be entitled to participate in, and to the extent that
it may wish, to assume the defense thereof, with counsel reasonably satisfactory
to such  Indemnified  Party,  except  as  otherwise  provided  in the  preceding
paragraph.

     7. Conditions of Closing. The Original  Purchaser's  obligation to purchase
the Bonds is subject to  fulfillment  of the  following  conditions at or before
Closing, any of which the Original Purchaser may waive:

          1. The Issuer's and the Company's  representations  hereunder shall be
true on the date hereof and on and as of the Closing and shall be  confirmed  by
certificates  dated as of the date of Closing,  including  but not limited to, a
certificate of the Company as to its continuing  compliance with all agreements,
covenants and warranties,  and the  non-existence  of any Event of Default under
the  Indenture,  the Loan  Agreement,  the Note,  the  Security  Agreement,  the
Mortgage, the Indemnity and the Tax Certificate.

          2.  Neither the Issuer nor the  Company  shall have  defaulted  in any
material respect in any of their covenants hereunder.

          3. The Original Purchaser shall have received:

               (1) an opinion and a supplemental opinion of Bond Counsel,  dated
as of Closing, substantially in the form of Exhibit A-1 and A-2 hereto;

               (2) an  opinion of the  Issuer's  counsel,  dated as of  Closing,
substantially in the form of Exhibit B hereto;

               (3) an opinion of counsel to the  Company,  dated as of  Closing,
substantially  in the form of  Exhibit  C-1  hereto and an opinion of counsel to
ELXSI Corporation substantially in the form of Exhibit C-2 hereto;

               (4) a certified copy of the Bond Resolution;

<PAGE>

               (5) a copy of the following:

                    1. executed Indenture;
                    2. executed Loan Agreement;
                    3. executed Note;
                    4. executed Mortgage;
                    5. executed Security Agreement;
                    6. the Bonds;
                    7. executed Tax Certificate;
                    8. executed  Indemnity;  and 
                    9. executed  Guaranty  Agreement  dated as of September  24,
                       1997  between  ELXSI  Corporation  and  Bank  of  America
                       National Trust and Savings Association in form acceptable
                       to the Original Purchaser;

               (6)  evidence  satisfactory  to the  Original  Purchaser  that an
A.L.T.A.  Loan Policy of Title Insurance,  insuring the Trustee and in an amount
equal to the  aggregate  principal  amount of the Bonds (to the extent  that the
proceeds of the Bonds are used for property  insurable  under such title policy,
otherwise  in an  amount  equal  to the  property  so  insurable)  insuring  the
Company's  title to the insurable  portion of the Project,  is in full force and
effect; and

          4. The  satisfaction  by the Company and the Issuer of all  conditions
required by Bond Counsel  prior to the  delivery of its Bond Counsel  opinion in
connection with the issuance of the Bonds.

     8.  Events  Permitting  the Original  Purchaser to Terminate.  The Original
Purchaser may terminate its  obligation to purchase the Bonds at any time before
Closing if any of the following occur:

          1.   any  legislative,  executive  or  regulatory  action or any court
decision  which,  in the reasonable  judgment of the Original  Purchaser,  casts
sufficient  doubt on the  legality  of,  obligations  such as the Bonds so as to
materially   impair  the  marketability  or  lower  the  market  price  of  such
obligations;

          2.  a stop order,  ruling,  regulation or official  statement by or on
behalf of the Securities and Exchange  Commission shall be issued or made to the
effect that the issuance,  offering or sale of the Bonds,  or of  obligations of
the general  character of the Bonds as contemplated  hereby,  is in violation of
any provision of the 1933 Act, the 1934 Act or the Trust  Indenture Act of 1919,
as amended;

     If the Original Purchaser terminates its obligations  hereunder because any
of the conditions  specified in Sections 7 or 8 shall not have been fulfilled at
or before the Closing, such termination shall not result in any liability on the
part of the Issuer or the Original Purchaser.

     9. Execution in Counterparts.  This Bond Purchase Agreement may be executed
in any number of counterparts,  all of which taken together shall be one and the
same instrument.

     10.  Notices and Other  Actions.  All notices,  demands and formal  actions
hereunder shall be in writing mailed, telegraphed or delivered to:

<PAGE>

         The Issuer:

         Orange County Industrial
         Development Authority
         200 Robinson St., Suite 600
         Orlando, Florida  32801

         The Company:

         ELXSI
         4209 Vineland Road
         Orlando, Florida 32811

         The Original Purchaser:

         Bank of America National Trust and Savings Association
         231 South LaSalle Street
         Chicago, Illinois 60697
         Attn:  Marc J. Crady

     11.  Successors.  This Bond Purchase Agreement will inure to the benefit of
and be binding  upon the parties and their  successors,  and will not confer any
rights upon any other person.


[  ]

<PAGE>


     IN WITNESS  WHEREOF,  the Issuer,  the Company and the  Original  Purchaser
intending to be legally bound, have caused their duly authorized representatives
to execute and deliver this Bond Purchase Agreement as of the date first written
above.

                                    "ISSUER"
                                    ORANGE COUNTY INDUSTRIAL
                                    DEVELOPMENT AUTHORITY


                                    By:
                                            ------------------------------------

                                    Title:
                                            ------------------------------------

                                    "COMPANY"
                                      ELXSI


                                    By:
                                            ------------------------------------

                                    Title:
                                            ------------------------------------


                                    "ORIGINAL PURCHASER"
                                    BANK OF AMERICA NATIONAL TRUST AND
                                    SAVINGS ASSOCIATION


                                    By:
                                            ------------------------------------
                                            Marcia K. Clausen
                                    Title:  Managing Director
<PAGE>