Exhibit 4.2
                                                                     -----------


                               FIFTH AMENDMENT TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT is dated as of June 30, 2003 (this "Fifth Amendment"), by and among
WELLS FARGO FOOTHILL, INC. ("Lender"), assignee of Bank of America, N.A., ELXSI,
a California corporation ("ELXSI"), BICKFORD'S HOLDINGS COMPANY, INC., a
Delaware corporation ("Holdings"), and BICKFORD'S FAMILY RESTAURANTS, INC., a
Delaware corporation ("Bickford's" and collectively with ELXSI and Holdings, the
"Borrowers").

                                   WITNESSETH:
                                   ----------

         WHEREAS, Borrowers and Lender's predecessor in interest entered into
that certain Amended and Restated Loan and Security Agreement, dated as of April
22, 2002, as amended by that certain First Amendment to Amended and Restated
Loan and Security Agreement dated as of August 5, 2002, that certain Second
Amendment to Amended and Restated Loan and Security Agreement dated as of
December 30, 2002, that certain Third Amendment to Amended and Restated Loan and
Security Agreement dated as of January 31, 2003, and that certain Fourth
Amendment to Amended and Restated Loan and Security Agreement dated as of March
31, 2003 (as amended, restated, supplemented or otherwise modified through the
date hereof, the "Loan Agreement");

         WHEREAS, on June 18, 2003, Bank of America, N.A., assigned all of its
right, title and interest in and to the Loan Agreement and Related Agreements
(as defined in the Loan Agreement) and Supplemental Documentation (as defined in
the Loan Agreement) to Lender; and

         WHEREAS, Borrowers have requested that the Lender consent to certain
amendments of the Loan Agreement and waive noncompliance with certain covenants,
as more fully set forth herein.

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

         SECTION 1. Defined Terms. Unless otherwise defined herein, all
capitalized terms used herein have the meanings assigned to such terms in the
Loan Agreement, as amended hereby.

         SECTION 2. Amendments. Upon the Fifth Amendment Effective Date (as
hereinafter defined), the Loan Agreement shall be amended as follows:
<PAGE>

                  (a)      The last sentence of the definition of "Note" in
         Section 1.1 shall be deleted in its entirety and replaced with the
         following: "Notwithstanding the terms and provisions of the Notes, each
         of the Notes shall be deemed amended hereby to provide for a maturity
         date of August 29, 2003.

                  (b)      The following definitions in Section 1.1 shall be
         deleted in their entirety and replaced with the following:

                  "'Business Day' means any day that is not a Saturday, Sunday,
         or other day on which national banks are authorized or required to
         close in Los Angeles, California,.

                  "'L/C Draft' means a draft drawn on or pursuant to a Letter of
         Credit.

                  "'Letter of Credit' means (a) a Letter of Credit issued by
         Lender or its affiliate on the application of a Borrower and (b) either
         of the following letters of credit issued by Bank of America, N.A., on
         the application of Borrower, as renewed, extended, increased or
         replaced, from time to time:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------
         L/C Number     Issue Date     Beneficiary              Account Party      Face Amount      Expiry Date
         ------------------------------------------------------------------------------------------------------
<S>      <C>              <C>          <C>                      <C>               <C>                 <C>
         C7322207         3/12/97      Insurance Company of     ELXSI Corp.       $  526,314.00       6/30/04
                                       North America
         ------------------------------------------------------------------------------------------------------
         7405732          8/28/01      United State Fire        ELXSI Corp.       $2,100,000.00       7/1/04
                                       Insurance Company
         ------------------------------------------------------------------------------------------------------
         TOTAL                                                                    $2,626,314.00
         ------------------------------------------------------------------------------------------------------
</TABLE>

                  "'Reference Rate' means the rate of interest announced within
         Wells Fargo Bank, N.A., at its principal office in San Francisco as its
         "prime rate", with the understanding that the "prime rate" is one of
         Wells Fargo Bank's base rates (not necessarily the lowest of such
         rates) and serves as the basis upon which effective rates of interest
         are calculated for those loans making reference thereto and is
         evidenced by the recording thereof after its announcement in such
         internal publication or publications as Wells Fargo Bank may designate.
         Any change in the "prime rate" will take effect at the opening of
         business on the day specified in the announcement of a change in the
         "prime rate."

                  "'Termination Date' means August 29, 2003.

                  (c)      Section 2.2(a) of the Loan Agreement is hereby
         amended and restated in its entirety to read as follows:

                           "(a)     Borrower and Lender acknowledge that two
         Letters of Credit are outstanding on the Restatement Date in accordance
         with the terms of the Amended and Restated Loan and Security Agreement
         dated as of April 22, 2002, between the parties, as amended, and agree
         that, from and after the Restatement Date, such Letters of Credit shall
         continue to be outstanding pursuant to the terms and conditions of this
         Agreement. Borrower agrees to apply to Lender for, and assist Lender
         in, the replacement of each Letter of Credit issued by Bank of America,
         N.A., with a Letter of Credit issued by Lender or an affiliate of
         Lender; provided however, that the Lender understands and agrees that:

                                        2
<PAGE>

         (i) any such Letter of Credit issued by Lender must be substantially
         similar to the Letter of Credit it replaces as of the date of
         replacement; and (ii) Borrowers cannot assure Lender that the
         beneficiaries of existing Letters of Credit will accept replacement
         Letters of Credit from Lender.. At the discretion of Lender, on the
         application of Borrower, Lender may issue or arrange for the issuance
         of Letters of Credit or modify or extend the expiration date of any
         Letter of Credit, from time to time, prior to the Termination Date."

                  (d)      Notwithstanding the provisions of Section 5.37 of the
         Loan Agreement, Borrowers and Lender agree that the non-refundable,
         non-compliance fee of $250,000 that is due and payable on June 30,
         2003, shall be reduced by an amount equal to (a) (i) the amount, if
         any, of the aggregate principal prepaid on the Additional Term Loan
         from the sale proceeds of the property located at 1330 Soldier's Field
         Road, Allston (Boston), Suffolk County, Massachusetts, and the property
         located at 438 Washington Street, Stoughton, Norfolk County,
         Massachusetts, divided by (ii) the sum of (A) the unpaid principal
         balance of the Notes plus (B) the aggregate amount of the Letter of
         Credit Obligations, in each case determined immediately prior to the
         first such prepayment, multiplied by (b) $250,000.

                  (e)      In addition to the commissions payable with respect
         to the Letters of Credit in accordance with Section 2.2 of the Loan
         Agreement, Borrowers agree, jointly and severally, to pay Lender, on
         demand, all charges and fees relating to the Letters of Credit charged
         to Lender for the administration of the Letters of Credit by the issuer
         thereof. Borrowers further agree, jointly and severally, to pay to
         Lender, on demand, all payments made by Lender under or pursuant to or
         in connection with any Letter of Credit or L/C Draft.

                  (f)      For purposes of all notices to: (i) Lender under the
         Loan Agreement and in accordance with Section 11.8 of the Loan
         Agreement, Lender hereby designates its address and facsimile number
         set forth on the signature page of this Fifth Amendment; and (ii)
         Borrowers under the Loan Agreement and in accordance with Section 11.8
         of the Loan Agreement, Borrowers hereby designate their addresses and
         facsimile numbers set forth on the signature pages of this Fifth
         Amendment.

                  (g)      In addition to the other fees and charges payable by
         Borrowers to Lender in accordance with the Loan Agreement, each
         Borrower, jointly and severally, agrees to pay or reimburse to Lender
         the actual charges paid or incurred by Lender for each audit of the
         books and records of Borrowers and the Collateral for the Loans and
         each assessment of the Borrowers' business valuation, costs for
         background checks, travel expenses, document shipping charges and all
         other costs and expenses incurred in connection with the due diligence
         conducted by Lender in considering the possible extension of the
         maturity date of the Notes or additional amendments to the Loan
         Agreement.

         SECTION 3. Waivers. On the Fifth Amendment Effective Date, the Lender
agrees as follows:

                                        3
<PAGE>

                  (a)      Lender waives (i) the Borrowers' noncompliance with
         Section 2.1 of Supplement A to the Loan Agreement for the periods
         ending April 30, 2003, May 31, 2003, June 30, 2003, and July 31, 2003,
         and any Events of Default relating thereto; and (ii) any breaches or
         Events of Default under the Loan Agreement occurring prior to the date
         hereof relating to that certain (x) Writ of Attachment dated December
         3, 2002, issued in the Commonwealth of Massachusetts in the amount of
         $580,000 on properties owned by Borrowers and located at 1006 Main
         Street, Waltham, Middlesex County, Massachusetts, 6 Cambridge Street,
         Burlington, Middlesex County, Massachusetts, and the proceeds from the
         sale of the property formerly owned by Borrowers located at 330 Boston
         Post Road, Marlborough, Middlesex County, Massachusetts (the "First
         Shine Writ of Attachment"), (y) Writ of Attachment dated June 10, 2003,
         relating to the property owned by Borrowers at 145 Main Street,
         Kingston, Plymouth County, Massachusetts (the "Second Shine Writ of
         Attachment" and together with the First Shine Writ of Attachment, the
         "Shine Writs of Attachment") and (z) lawsuit captioned James P. Shine
         v. Bickford's Family Restaurants, Inc. and ELXSI, MICV2002-04975 (the
         "Shine Lawsuit"), as the foregoing are affected by that certain
         Agreement, undated, among James P. Shine, Bickford's and ELXSI (the
         "Settlement Agreement"), pursuant to which Shine agreed to discharge
         the First Shine Writ of Attachment when certain conditions are met, and
         that certain Escrow Agreement (the "Escrow Agreement"), dated as of
         April 10, 2003, among James P. Shine, Bickford's, ELXSI and Posternak,
         Blankstein & Lund, LLP ("Escrow Agent"), pursuant to which the Escrow
         Agent is holding proceeds from the sale of the property formerly owned
         by the Borrowers located in Marlborough, Middlesex County,
         Massachusetts; provided however, that the Lender does not waive any
         breach or Events of Default under the Loan Agreement which may occur
         after the date hereof as a result of: (A) the attachment of any portion
         of the Cues Business or any portion of the Bickford's Business located
         outside of the Commonwealth of Massachusetts; (B) a order or judgment
         being issued by a court of competent jurisdiction in the Shine Lawsuit;
         or (C) the breach by Bickford's or ELXSI of the terms of the Settlement
         Agreement or Escrow Agent.

                  (b)      Lender agrees that the quarterly principal payment on
         the Term Loan due and payable on June 30, 2003, shall be deferred to
         the maturity of the Notes, but the monthly principal payments on the
         Additional Term Loan will continue to be due and payable on the last
         day of each month. If and when installments of principal on the Term
         Loan are required hereafter, the amount of the next such installment
         (and only that one installment) required to be paid by Borrowers
         relative to such installment shall be reduced by the aggregate fees and
         charges paid by Borrower for the audit and assessment and other due
         diligence costs referenced in Section 2(g) hereof and the costs, fees
         and expenses paid by Borrower in accordance with Section 8 hereof;
         provided, that the unpaid principal and maturity of the Term Loan shall
         not be affected by such reduction.

                  (c)      Lender agrees that, in accordance with Section
         2.4.1(b) of the Loan Agreement, the "Interest Rate Margin" for Term
         Loans and Revolving Loans shall be three and one-half percent (3-1/2%)
         from and after June 30, 2003, until the Liabilities are indefeasibly

                                        4
<PAGE>

         paid in full, subject to the application of Section 2.4.1(c) if any
         Loan or portion thereof is not paid when due.

         SECTION 4. Representations, Warranties and Covenants of the Borrowers.
Each of the Borrowers represents and warrants to the Lender, and agrees that:

                  (a)      the representations and warranties contained in the
         Loan Agreement (as amended hereby) and the other Related Agreements and
         Supplemental Documentation are true and correct in all material
         respects at and as of the date hereof as though made on and as of the
         date hereof, except (i) to the extent specifically made with regard to
         a particular date, (ii) with respect to the Shine Writs of Attachment
         and the Shine Lawsuit and (iii) for such changes as are a result of any
         act or omission specifically permitted under the Loan Agreement (or
         under any Related Agreement), or as otherwise specifically permitted by
         the Lender;

                  (b)      on the Fifth Amendment Effective Date (as hereinafter
         defined), after giving effect to this Fifth Amendment, no Unmatured
         Event of Default or Event of Default will have occurred and be
         continuing;

                  (c)      the execution, delivery and performance of this Fifth
         Amendment has been duly authorized by all necessary action on the part
         of, and duly executed and delivered by the Borrowers, and this Fifth
         Amendment is a legal, valid and binding obligation of the Borrowers
         enforceable against each Borrower in accordance with its terms, except
         as the enforcement thereof may be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization, moratorium, or
         similar laws affecting creditors' rights generally and general
         principles of equity (regardless of whether such enforcement is sought
         in a proceeding in equity or at law);

                  (d)      the execution, delivery and performance of this Fifth
         Amendment does not conflict with or result in a breach by any Borrower
         of any term of any material contract, loan agreement, indenture or
         other agreement or instrument to which such Borrower is a party or is
         subject; and

                  (e)      ELXSI and Bickford's shall use their best efforts to
         arrange for the sending of a notice from ELXSI, Bickford's and James P.
         Shine to the Escrow Agent directing the Escrow Agent to release the
         Escrow Funds (as defined in the Escrow Agreement) held by the Escrow
         Agent to Lender when the conditions for such release have been
         satisfied, in accordance with the wire transfer instructions provided
         by Lender to the Borrowers, for application to the Additional Term Loan
         and the Term Loan or, if previously paid in full, to the Revolving
         Loans.

         SECTION 5. Conditions Precedent to Effectiveness of Fifth Amendment.
This Fifth Amendment shall become effective (the "Fifth Amendment Effective
Date") upon completion of each of the following in form and substance
satisfactory to Lender: (a) execution and delivery of this Fifth Amendment by
Lender, Borrowers and Parent; (b) payment by Borrowers of the fee required by
Section 5.37 of the Loan Agreement, as reduced in accordance with Section 2(d)

                                        5
<PAGE>

of this Fifth Amendment, if applicable, and (c) delivery by Borrowers of such
other documents as the Lender may reasonably request.

         SECTION 6. Breach of this Fifth Amendment. Default in the performance
by any Borrower of any of Borrower's agreements set forth herein and continuance
of such default for three (3) Business Days after notice thereof to Borrower
from Lender shall constitute an Event of Default under the Loan Agreement.

         SECTION 7. Execution in Counterparts. This Fifth Amendment may be
executed in counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.

         SECTION 8. Costs and Expenses. The Borrower hereby affirms its
obligation under Section 11.3 of the Loan Agreement to reimburse Lender for all
reasonable costs, internal charges and out-of-pocket expenses paid or incurred
by Lender in connection with the preparation, negotiation, execution and
delivery of this Fifth Amendment, including but not limited to the attorneys'
fees and time charges of attorneys for Lender with respect thereto.

         SECTION 9. GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

         SECTION 10. Effect of Amendment; Reaffirmation of Loan Documents. The
parties hereto agree and acknowledge that (a) nothing contained in this Fifth
Amendment in any manner or respect limits or terminates any of the provisions of
the Loan Agreement or the other Related Agreements or Supplemental Documentation
other than as expressly set forth herein and (b) the Loan Agreement (as amended
hereby) and each of the other Related Agreements and Supplemental Documentation
remain and continue in full force and effect and are hereby ratified and
reaffirmed in all respects. Upon the effectiveness of this Fifth Amendment, each
reference in the Loan Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of similar import shall mean and be a reference to the Loan
Agreement as amended hereby.

         SECTION 11. Headings. Section headings in this Fifth Amendment are
included herein for convenience of any reference only and shall not constitute a
part of this Fifth Amendment for any other purposes.

         SECTION 12. Release. EACH BORROWER HEREBY ACKNOWLEDGES THAT AS OF THE
DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR
DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR
ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE LIABILITIES OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER OR ITS
AFFILIATES, PARTICIPANTS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS,
EMPLOYEES OR ATTORNEYS. EACH BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES
AND FOREVER DISCHARGES LENDER, AND ITS AFFILIATES AND PARTICIPANTS, AND ITS

                                        6
<PAGE>

PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS,
FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
FIFTH AMENDMENT IS EXECUTED, WHICH ANY BORROWER MAY NOW OR HEREAFTER HAVE
AGAINST LENDER, ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING FROM THE LIABILITIES, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE
LOAN AGREEMENT OR RELATED AGREEMENTS, SUPPLEMENTAL DOCUMENTATION OR OTHER LOAN
DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS FIFTH AMENDMENT. EACH
BORROWER HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT
LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION
OR PROSECUTION OF ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS
OR DEMANDS OF ANY NATURE AGAINST LENDER, ITS AFFILIATES, AND PARTICIPANTS, AND
THEIR RESPECTIVE SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES,
AND PERSONAL AND LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT
OF OR RELATED TO LENDERS' ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN
ADMINISTERING, ENFORCING, MONITORING, COLLECTION OR ATTEMPTING TO COLLECT THE
INDEBTEDNESS OF BORROWER TO LENDER, WHICH INDEBTEDNESS WAS EVIDENCED BY THE LOAN
AGREEMENT, RELATED AGREEMENTS, SUPPLEMENTAL DOCUMENTATION AND OTHER LOAN
DOCUMENTS.

                            [Signature Pages Follow]


                                        7
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment
to be executed by their respective officers thereunto duly authorized as of the
date first written above.

                                       ELXSI



                                       By: /s/ DAVID M. DOOLITTLE
                                           -------------------------------------
                                       Name:   David M. Doolittle
                                             -----------------------------------
                                       Title:  Vice President
                                              ----------------------------------

                                       Address:   3600 Rio Vista Avenue, Suite A
                                                  Orlando, Florida 32805

                                       Attention: President
                                       Facsimile number: 407-849-0625


                                       BICKFORD'S HOLDINGS COMPANY, INC.



                                       By: /s/ DAVID M. DOOLITTLE
                                           -------------------------------------
                                       Name:   David M. Doolittle
                                             -----------------------------------
                                       Title:  Vice President
                                              ----------------------------------

                                       Address:   3600 Rio Vista Avenue, Suite A
                                                  Orlando, Florida 32805

                                       Attention: President
                                       Facsimile number: 407-849-0625


                                       BICKFORD'S FAMILY RESTAURANTS, INC.



                                       By: /s/ DAVID M. DOOLITTLE
                                           -------------------------------------
                                       Name:   David M. Doolittle
                                             -----------------------------------
                                       Title:  Vice President
                                              ----------------------------------

                                       Address:   3600 Rio Vista Avenue, Suite A
                                                  Orlando, Florida 32805

                                       Attention: President
                                       Facsimile number: 407-849-0625


                                        8
<PAGE>

                                       WELLS FARGO FOOTHILL, INC.


                                       By: /s/ XAVIER GANNON
                                           -------------------------------------
                                       Name:   Xavier Gannon
                                             -----------------------------------
                                       Title:  Vice President
                                              ----------------------------------

                                       Address:   2450 Colorado Avenue, Suite
                                                  3000 West
                                                  Santa Monica, CA 90404

                                       Attention: Group Credit Manager -
                                                  Specialty Finance
                                       Facsimile number: 310-453-7442


                                        9
<PAGE>

                         ACKNOWLEDGMENT AND RATIFICATION

         The undersigned hereby (i) acknowledges receipt of a copy of the
foregoing Fifth Amendment to Amended and Restated Loan and Security Agreement,
(ii) consents to all of the terms and provisions thereof, (iii) ratifies and
confirms all of the terms and provisions of the Related Agreements to which it
is a party; and (iv) acknowledges and agrees that all references in the Related
Agreements to any loan or credit agreement executed by and between any of the
Borrowers and Lender shall refer without further amendment to the Loan Agreement
as amended by the foregoing Amendment.


                                       ELXSI CORPORATION


                                       By: /s/ DAVID M. DOOLITTLE
                                           -------------------------------------
                                       Name:   David M. Doolittle
                                             -----------------------------------
                                       Title:  Vice President
                                              ----------------------------------

                                       Address:   3600 Rio Vista Avenue, Suite A
                                                  Orlando, Florida 32805

                                       Attention: President
                                       Facsimile number: 407-849-0625


                                       10