SECOND AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY  AGREEMENT,
dated as of  September  24, 1997 (this  "Amendment"),  is by and between BANK OF
AMERICA NATIONAL TRUST AND SAVINGS  ASSOCIATION,  as successor by merger to Bank
of America  Illinois (the "Lender"),  and ELXSI, a California  corporation  (the
"Borrower").

                              W I T N E S S E T H:

     WHEREAS,  the Borrower  and Lender are parties to that certain  Amended and
Restated Loan and Security Agreement,  dated as of December 30, 1996, as amended
by that certain letter  agreement  dated June 30, 1997 (and as further  amended,
restated,  supplemented  or otherwise  modified and in effect from time to time,
collectively,  the "Loan Agreement"),  pursuant to which the Lender has provided
to the Borrower credit facilities and other financial accommodations; and

     WHEREAS,  the  Borrower  has  requested  that  the  Lender  amend  the Loan
Agreement in certain  respects as set forth herein,  and the Lender is agreeable
to the same, subject to the terms and conditions hereof;

     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 hereby 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.

     SECTION 2. Amendments to the Loan  Agreement.  The Loan Agreement is, as of
the Effective Date (as defined below), hereby amended as follows:

          (a) The definition of "Additional  Revolving Credit Amount"  appearing
in  Section  1.1 of the Loan  Agreement  is  hereby  amended  by  deleting  such
definition in its entirety and inserting the following in lieu thereof:

          ""Additional Revolving Credit Amount" means $0."

          (b) The definition of "Credit  Reduction  Amount" appearing in Section
1.1 of the Loan Agreement is hereby  amended by deleting such  definition in its
entirety and inserting the following in lieu thereof:

          ""Credit  Reduction  Amount" means,  for each Credit  Reduction  Date,
commencing  with the first  Credit  Reduction  Date to occur  after  the  Second
Amendment  Effective Date, an amount equal to $118,333.33,  in each case subject
to adjustment as provided in Section 2.1.


<PAGE>

          (c) The definition of "Credit Reduction Date" appearing in Section 1.1
of the Loan  Agreement  is hereby  amended by deleting  such  definition  in its
entirety and inserting the following in lieu thereof:

          ""Credit Reduction Date" means the last day of each calendar month."

          (d) The  following  new  definition  shall  be  inserted  between  the
definitions of "Hazardous Materials" and "Indebtedness" appearing in Section 1.1
of the Loan Agreement:

          ""Incremental  Supplemental  Revolving  Loan" is  defined  in  Section
2.1.6"

          (e) The definition of "Revolving  Credit Amount"  appearing in Section
1.1 of the Loan Agreement is hereby  amended by deleting such  definition in its
entirety and inserting the following in lieu thereof:

          ""Revolving  Credit Amount" means, from and after the Second Amendment
Effective  Date,  $9,000,000  as  adjusted  after  such  date  pursuant  to this
Agreement, including pursuant to Sections 2.1.3 and 2.1.4."

          (f) The  following  new  definition  shall  be  inserted  between  the
definitions  of "Revolving  Loan  Availability"  and "Second  Restatement  Date"
appearing in Section 1.1 of the Loan Agreement:

          ""Second Amendment Effective Date" shall mean September 24, 1997."

          (g) The definition of "Supplemental Revolving Credit Amount" appearing
in  Section  1.1 of the Loan  Agreement  is  hereby  amended  by  deleting  such
definition in its entirety and inserting the following in lieu thereof:

          ""Supplemental  Revolving  Credit  Amount"  means,  from and after the
Second Amendment Effective Date, $7,100,000 as adjusted after such date pursuant
to this Agreement, including pursuant to Sections 2.1.3 and 2.1.4."

          (h) The definition of  "Termination  Date" appearing in Section 1.1 of
the Loan Agreement is hereby amended by deleting  "September 30, 1998" appearing
therein and substituting therefor "June 30, 1999".

          (i) Section 2.1.3 of the Loan  Agreement is hereby amended by deleting
clause (a) of such Section in its entirety and  inserting  the following in lieu
thereof:

          "(a) On each Credit Reduction Date, the Supplemental  Revolving Credit
Amount shall be reduced by the Credit Reduction Amount."

          (j) Section 2.1.6 of the Loan  Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu thereof: "2.1.6
Supplemental Revolving Loans.


                                      -2-
<PAGE>

          "2.1.6 Supplemental Revolving Loans.

               (a) Borrower and Lender  acknowledge  the making of certain loans
          or advances  (individually  each a  "Supplemental  Revolving Loan" and
          collectively the "Supplemental Revolving Loans") by Lender to Borrower
          in an aggregate  principal  amount of $5,100,000 which are outstanding
          on the Second Amendment Effective Date in accordance with the terms of
          this  Agreement  and agree that,  from and after the Second  Amendment
          Effective Date, such Supplemental Revolving Loans shall continue to be
          outstanding  pursuant to the terms and  conditions of this  Agreement.
          Subject to the terms and  conditions of this Agreement and the Related
          Agreements,  and in reliance upon the warranties of Borrower set forth
          herein  and in the  Related  Agreements,  Lender  agrees  to make such
          additional Supplemental Revolving Loans (the "Incremental Supplemental
          Revolving  Loans") to the  Borrower in the  principal  amount of up to
          $2,000,000  from  time  to  time  on or  after  the  Second  Amendment
          Effective  Date and before the  Termination  Date as Borrower may from
          time to time request; provided,  however, that the aggregate principal
          amount of all outstanding  Supplemental Revolving Loans (including the
          Incremental   Supplemental   Revolving  Loan)  shall  not  exceed  the
          Supplemental  Revolving  Credit Amount.  Supplemental  Revolving Loans
          (including the Incremental  Supplemental Revolving Loan) may be repaid
          and, subject to the terms and conditions hereof, reborrowed to but not
          including  the  Termination   Date  unless  the  Credit  is  otherwise
          terminated as provided in this Agreement.

               (b) All  Supplemental  Revolving Loans (including the Incremental
          Supplemental  Revolving  Loan)  hereunder shall be paid by Borrower on
          the Termination Date, unless payable sooner pursuant to the provisions
          of this Agreement, but may, at Borrower's election, be repaid in whole
          or in part at any time prior to such date without premium or penalty.

          (k) Section 5.1.3 of the Loan  Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu thereof:

          "5.1.3 [Intentionally Omitted]"

          (l) Section 5.1.4 of the Loan  Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu thereof:

          "5.1.4 [Intentionally Omitted]"

          (m) Section 5.15 of the Loan  Agreement is hereby  further  amended by
deleting  clause (f) of such Section in its entirety and inserting the following
new clauses (f), (g) and (h) in lieu thereof:

                                      -3-
<PAGE>

          "(f)  Indebtedness of Borrower under that certain Loan Agreement dated
as  of  September  24,  1997  between  Borrower  and  Orange  County  Industrial
Development  Authority in an aggregate principal amount not to exceed $2,500,000
incurred in connection with the issuance of the Industrial  Development  Revenue
Bonds (ELXSI Project), Series 1997; (g) Indebtedness of Borrower in an aggregate
principal  amount  not to  exceed  $520,000  incurred  in  connection  with  the
acquisition  of that certain real property and related  fixtures  located at 330
Boston Post Road, Marlboro,  Massachusetts;  and (h) other Indebtedness approved
in writing by Lender."

          (n) Section 5.16 of the Loan  Agreement is hereby  amended by deleting
clause (n) of such Section in its  entirety  and  inserting  the  following  new
clauses (n), (o), and (p) in lieu thereof:

          "(n) Liens on that  certain  real  property  located at 3600 Rio Vista
Avenue,  Orlando,  Orange  County,  Florida and all  buildings,  structures  and
improvements  now or  hereafter  located  on such real  property  and on certain
property adjacent thereto ("IDB Property") securing Indebtedness permitted under
Section 5.15 (f); (o) Liens on that certain  property and related  fixtures (and
proceeds  thereof  and  accessions  thereto)  located at 330  Boston  Post Road,
Marlboro,  Massachusetts securing Indebtedness permitted under Section 5.15 (g);
and (p) Liens consented to in writing by Lender."

          (o) Section 5.18 of the Loan  Agreement is hereby  amended by deleting
clause (l) of such Section in its entirety and  inserting  the following in lieu
thereof:

          "(l) Investments in the nature of a loan by Borrower to Azimuth of the
proceeds of Incremental  Supplemental  Revolving Loans in an aggregate principal
amount of up to $2,000,000  to be used by Azimuth  solely as provided in Section
5.25(d) (and any accrued interest thereon);"

          (p) Section 5.18 of the Loan  Agreement is hereby  amended by deleting
clause (m) of such Section in its  entirety  and  inserting  the  following  new
clauses (m) and (n) in lieu thereof:

          "(m)  Investments  in the nature of a loan by Borrower to Cadmus in an
aggregate  principal amount not to exceed $2,000,000 to be used by Cadmus solely
for the purposes  specified in that certain  waiver  letter dated June 30, 1997;
(n)  Investments in the nature of loans by Borrower to the four (4) employees of
Borrower  participating  in the  Bickford's  phantom  stock  option  plan  in an
aggregate  principal  amount not to exceed  $115,833  and any  accrued  interest
thereon; and (n) other Investments consented to by Lender in writing."

          (q) Section 5.25 of the Loan  Agreement is hereby  amended by deleting
the phrase "(except as provided in clause (b) below)" appearing in clause (a)(i)
of such  Section  and  inserting  "(except  as  provided  in clauses (b) and (d)
below)" in lieu thereof.

          (r) Section 5.25 of the Loan  Agreement is hereby  further  amended by
deleting the period at the end thereof and adding the  following  new clause (d)
at the end of such Section:


                                      -4-
<PAGE>


          ", or (d) of the  Incremental  Supplemental  Revolving Loan to be used
other than as a loan or loans by  Borrower  to Azimuth as  permitted  by Section
5.18(l) to be used by Azimuth solely to purchase  equity  securities as approved
in writing by Lender"

          (s) Section 5.28 of the Loan  Agreement is hereby  amended by deleting
clauses (b) and (c) of such Section in their entirety.

          (t)  Supplement A to the Loan  Agreement is hereby amended by deleting
such Supplement in its entirety and inserting  Exhibit A attached hereto in lieu
thereof.

     SECTION 3. Release of Lien. Lender hereby releases any Liens it may have on
any IDB  Property  and  agrees to  release  any Liens it may have on  Borrower's
property located at 330 Boston Post Road, Marlboro,  Massachusetts in connection
with the  incurrence  by Borrower of the  Indebtedness  permitted  under Section
5.15(g) of the Loan Agreement.

     SECTION  4.  Amendment  Fee.  In  consideration  of the  execution  of this
Amendment by the Lender, the Borrower hereby agrees to pay a fee of $25,000 (the
"Amendment Fee") to Lender.

     SECTION 5.  Representations  and  Warranties of the Borrower.  The Borrower
represents and warrants to the Lender:

          (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 (x) to
     the extent  specifically  made with regard to a particular date and (y) for
     such changes as are a result of any act or omission specifically  permitted
     under the Loan  Agreement  (or under any Related  Agreement)  or  otherwise
     expressly permitted by Lender);

          (b) no Event of Default or Default has occurred and is continuing;

          (c) the execution, delivery and performance of this Amendment has been
     duly  authorized by all necessary  action on the part of, and duly executed
     and delivered by, the Borrower,  and this  Amendment is a legal,  valid and
     binding  obligation  of the  Borrower  enforceable  against the 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); and

          (d) the execution, delivery and performance of this Amendment does not
     conflict  with or  result in a breach  by the  Borrower  of any term of any
     material  


                                      -5-
<PAGE>

contract,  loan  agreement,  indenture or other agreement or instrument to which
the Borrower is a party or is subject.

     SECTION  6.  Conditions  Precedent  to  Effectiveness  of  Amendment.  This
Amendment shall become effective on the date (the "Effective  Date") each of the
following conditions precedent is satisfied:

          (a) the Lender shall have executed and delivered this Amendment;

          (b) the Borrower  shall have  executed  and  delivered to Lender a new
     Revolving  Loan  Promissory  Note in the  principal  amount of  $9,000,000;
     promptly  following the  Effective  Date and its receipt of a new Revolving
     Loan  Promissory  Note,  Lender shall deliver its original  Revolving  Loan
     Promissory Note to Borrower for cancellation;

          (c) the Borrower  shall have  executed  and  delivered to Lender a new
     Supplemental  Revolving  Loan  Promissory  Note in the principal  amount of
     $7,100,000;  promptly following the Effective Date and its receipt of a new
     Supplemental  Revolving  Loan  Promissory  Note,  Lender shall  deliver its
     original  Supplemental  Revolving  Loan  Promissory  Note to  Borrower  for
     cancellation.  In addition,  Lender shall  deliver its original  Additional
     Revolving Loan Promissory Note to Borrower for cancellation;

          (d) the Borrower  shall have paid in full the Amendment Fee to Lender;
     and

          (e) the Lender  shall have  received all of the  following,  each duly
     executed where  appropriate and dated as of the Second Amendment  Effective
     Date (or such other date as shall be satisfactory  to Lender),  in form and
     substance satisfactory to Lender:

               (i)  Resolutions.  A  copy,  duly  certified  by  an  officer  of
          Borrower,  of (1)  resolutions  of the  Board  of  Directors  of  such
          corporation authorizing, as applicable, (A) the borrowings by Borrower
          hereunder  and (B) the  execution,  delivery and  performance  of this
          Amendment,  (2) all documents evidencing any other necessary corporate
          action on the part of such corporation with respect to this Amendment,
          and (3) all  approvals  or  consents,  if any,  with  respect  to this
          Amendment;

               (ii)  Incumbency  Certificates.  A  certificate  of an officer of
          Borrower  certifying  the names of the  officers  of such  corporation
          authorized  to sign  this  Amendment,  and  all  other  documents  and
          certificates to be delivered by such corporation  hereunder,  together
          with samples of the true signatures of such officers;

               (iii) Borrower's Certificate. The certificate of the President or
          Chairman of the Board of Borrower certifying to the fulfillment of all
          conditions  precedent (other than any waived by Lender) to closing the
          transaction  


                                      -6-
<PAGE>

          contemplated  by this  Amendment and to the truth and accuracy,  as of
          such date, of the representations and warranties of Borrower contained
          in this Amendment, each Mortgage, the Trademark Security Agreement and
          each other Related  Agreement to which Borrower is a party (except (x)
          to the extent  specifically  made with regard to a particular date and
          (y)  for  such  changes  as  are a  result  of  any  act  or  omission
          specifically  permitted under the Loan Agreement (or under any Related
          Agreement) or otherwise expressly permitted by Lender);

               (iv) Bylaws.  A copy of  Borrower's  Bylaws duly  certified by an
          officer of Borrower (or a certification  by such officer that the same
          have not been amended since the last date the Bylaws were certified to
          Lender);

               (v)  Articles.  A copy of Borrower's  Articles of  Incorporation,
          duly  certified  by  the  Secretary  of  State  of  the  state  of its
          incorporation or by an officer of Borrower (or a certification by such
          officer  that the same have not been  amended  since the last date the
          Articles were certified to Lender);

               (vi) Registration;  Good Standing.  A copy, duly certified by the
          applicable  Secretary  of State  (or  other  appropriate  officer),  a
          certificate  of good standing for Borrower  issued by the Secretary of
          State  (or  other  appropriate  officer)  of the  jurisdiction  of its
          incorporation; and

               (vii) Legal  Opinion.  Legal opinion from Dechert Price & Rhoads,
          special  counsel  to  Borrower  and  Parent,  in  form  and  substance
          satisfactory to the Lender.

     SECTION 7.  Execution in  Counterparts.  This  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.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY,  AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

     SECTION  9.  Effect of  Amendment;  Reaffirmation  of Loan  Documents.  The
parties  hereto  agree  and  acknowledge  that  (i)  nothing  contained  in this
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 (ii) 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.


                                      -7-
<PAGE>

     SECTION 10.  Headings.  Section  headings in this  Amendment  are  included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

                            [signature page follows]



                                       -8-

<PAGE>

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

                                          ELXSI


                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________


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

                                          Attention:  President
                                          Facsimile number: 407/849-0625


                                          BANK OF AMERICA NATIONAL TRUST
                                          AND SAVINGS ASSOCIATION


                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________


                                          Address: 231 South LaSalle Street
                                                   Chicago, Illinois 60697

                                          Attention: Commercial Banking Division



                                      -9-
<PAGE>


                                                                       EXHIBIT A
                                                             TO SECOND AMENDMENT
                                                               TO LOAN AGREEMENT


                                  SUPPLEMENT A
                                       to
                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                      Dated as of December 30, 1996 Between
                                    ELXSI and
             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
              (as successor by merger to Bank of America Illinois)

1.   Loan  Agreement  Reference.  This  Supplement  A, as it may be  amended  or
     modified  from time to time, is a part of the Amended and Restated Loan and
     Security  Agreement,  dated as of December 30, 1996,  between  Borrower and
     Lender (together with all amendments,  restatements,  supplements and other
     modifications  thereto,  the "Loan Agreement").  Terms used and not defined
     herein  which are  defined in the Loan  Agreement  shall  have the  meaning
     ascribed to them therein unless the context requires otherwise.

2.   Additional Covenants. Until all of Borrower's Liabilities are paid in full,
     Borrower agrees that, unless Lender otherwise consents in writing, it will:

     a.   Net Worth. Not permit at any time during any fiscal quarter,  measured
          as of the last day of the most recently  completed  fiscal quarter set
          forth  below,  Net Worth to be less than the  amount  set forth  below
          across from such fiscal quarter:

          Fiscal Quarter Ending               Net Worth

          09/30/97                            $28,000,000
          12/31/97                            $28,000,000
          03/31/98                            $28,000,000
          06/30/98                            $28,000,000
          09/30/98                            $28,000,000
          12/31/98 and thereafter             $32,000,000

     b.   Capital Expenditures.  Not, and not permit any Subsidiary to, purchase
          or otherwise acquire (including,  without  limitation,  acquisition by
          way of Capitalized Lease), or commit to purchase or otherwise acquire,
          any fixed  asset if,  after  giving  effect to such  purchase or other
          acquisition,  (A) the aggregate  

                                      -1-
<PAGE>

          capitalized cost of all fixed assets  purchased or otherwise  acquired
          (other  than by means of a  Capitalized  Lease)  by  Borrower  and its
          Subsidiaries  on a  consolidated  basis plus (B) the aggregate  annual
          payments  under  Capitalized  Leases  (excluding  the portion  thereof
          representing  imputed  interest) of Borrower and its Subsidiaries on a
          consolidated  basis (excluding,  in each of (A) and (B), (a) any fixed
          asset  which  constitutes  a  replacement  for an asset  which was the
          subject  of a  casualty  or  governmental  taking  to the  extent  the
          purchase or other acquisition  thereof is funded by insurance proceeds
          or other payments received as a result of such casualty or taking; (b)
          the first $675,000 of capital  expenditures  related solely to removal
          of  underground  storage  tanks or  other  environmental  problems  at
          Borrower's restaurant locations; (c) any capital expenditures with the
          proceeds  from the Florida  Industrial  Development  Bond  offering to
          finance the purchase of a new 32,000 square foot  manufacturing/office
          building in Orlando, Florida, construct improvements therein, purchase
          certain equipment and renovate Borrower's  existing facility;  and (d)
          any capital  expenditures  incurred in connection with the purchase of
          real  property and related  fixtures  located at 330 Boston Post Road,
          Marlboro,  Massachusetts)  would exceed $3,500,000 in Fiscal Year 1997
          and in any Fiscal Year thereafter.

     c.   Interest  Coverage  Ratio.  Not permit,  on the last day of any fiscal
          quarter set forth below,  the ratio of (a)  Borrower's  EBITDA for the
          four (4) fiscal  quarters  then ended to (b)  Borrower's  consolidated
          interest  expense  (but  excluding  from the  calculation  thereof all
          interest  expense with respect to Additional  Revolving Loans) for the
          four (4)  fiscal  quarters  then  ended to be less  than the ratio set
          forth below opposite such fiscal quarter:

                  Fiscal Quarter Ending                                Ratio

                           09/30/97                                    3.00:1
                           12/31/97                                    3.00:1
                           03/31/98 and thereafter                     4.00:1

     d.   Funded  Debt/EBITDA  Ratio. Not permit,  on the last day of any fiscal
          quarter set forth below, the Funded  Debt/EBITDA Ratio to be more than
          the ratio set forth below opposite such fiscal quarter:

                  Fiscal Quarter Ending                                Ratio

                           09/30/97                                    2.50:1
                           12/31/97                                    2.25:1
                           03/31/98                                    2.25:1
                           06/30/98                                    2.25:1
                           09/30/98                                    2.25:1
                           12/31/98                                    2.25:1
                           03/31/99 and thereafter                     2.00:1


                                      -2-
<PAGE>