ELXSI CORP /DE//
EXHIBIT 10.29
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>7
<FILENAME>ex10_29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>
                                                                   Exhibit 10.29

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED PURSUANT TO SUCH ACT
OR UNLESS IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.


                             ELX LIMITED PARTNERSHIP

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE
                                 ---------------

$1,362,489                                               As of December 31, 2001

            FOR VALUE RECEIVED, the undersigned, ELX Limited Partnership, a
Delaware limited partnership ("Payor"), hereby unconditionally promises to pay
to ELXSI Corporation, a Delaware corporation ("Payee"), the principal sum of ONE
MILLION THREE HUNDRED SIXTY-TWO THOUSAND FOUR HUNDRED EIGHTY-NINE AND 00/100
DOLLARS ($1,362,489) on April 1, 2005 (the "Maturity Date"), or such earlier
date as may otherwise be provided for herein, plus interest at the rate and on
the date provided for herein.

            This Note amends and restates, and has been issued in exchange for,
that certain Promissory Note dated December 30, 1996, as amended, made by Payor
in favor of Payee in the original principal amount of $909,150. Such note
evidenced a loan in such amount made by the Payee to the Payor on such date (the
"Loan"). As of the date hereof, the outstanding principal balance of such note
was $1,150,959 (due to previous capitalization(s) of interest) and the accrued
and unpaid interest thereunder was $211,530. This Note evidences the
capitalization of such interest and evidences and sets forth the amended terms
of the Loan and the interest thereon previously and herein capitalized.

            At the date hereof the obligations of the Payor under this Note are
secured under three Pledge and Security Agreements (the "Pledge Agreements"),
each of even date herewith, executed and delivered by (in the case of one such
Agreement) the Payor, (in the case of another such Agreement) Cadmus Corporation
("Cadmus"), and (in the case of the third such Agreement), Alexander M. Milley
and Winchester National, Inc. Such Pledge and Security Agreements also secure
the obligations of the Payor to the Payee under another promissory note made by
the Payor, and of Cadmus to ELXSI, a California corporation and subsidiary of
Payee, under two other promissory notes made by Cadmus.

Section 1.  Interest, Payments and Prepayments.

      1.1   The unpaid principal balance of this Note shall bear interest at a
rate per annum equal to (i) the rate of interest per annum charged on the funds
borrowed by the Payee (or its subsidiary) in order to make or maintain the Loan
(including any refinancing, refunding or renewal of such borrowing) (the "Cost
of Funds") plus (ii) one half percent (0.5%). The interest rate payable
hereunder shall change automatically on the effective date of any change in the
Cost of Funds.
<PAGE>

                                                                               2


      1.2   All interest hereunder shall be due payable on the Maturity Date (or
such earlier date as may otherwise be provided for herein).

      1.3   Payments and prepayments of principal and interest on this Note
shall be made, at the option of Payor:

            (a)   in lawful money of the United States of America by wire or
bank transfer, or as otherwise designated by Payee, in immediately available
funds to an account designated in writing by Payee;

            (b)   by surrender of indebtedness of the Payee or any subsidiary
thereof with a value equal to the amount of the payment or prepayment then due;

            (c)   by surrender of equity securities of the Payee with a value
equal to the amount of the payment or prepayment then due; or

            (d)   by any combination of the foregoing.

      1.4   In the event that a payment or prepayment under this Note is made,
in whole or in part, by the surrender of indebtedness or equity securities as
permitted under Section 1.3 (b),(c) or (d) above, the value of the applicable
indebtedness or equity securities shall be the fair value thereof determined in
good faith by the Board of Directors of the Payee.

      1.5   If the date on which any payment is required to be made pursuant to
the provisions of this Note occurs on a Saturday, Sunday or legal holiday
observed in the State of New York, such payment shall be due and payable on the
immediately succeeding date which is not a Saturday, Sunday or legal holiday so
observed.

      1.6   The principal and interest on this Note may be voluntarily prepaid,
in whole or in part, at any time and from time to time, provided that any
principal amount so prepaid shall be accompanied by payment of the accrued but
unpaid interest thereon. Prepayments shall be applied first to interest and then
to principal.

      1.7   Nothing contained in this Note shall be deemed to establish or
require the payment of a rate of interest in excess of the maximum rate legally
enforceable. If the rate of interest called for under this Note at any time
exceeds the maximum rate legally enforceable, or if any charges payable pursuant
hereto are, according to applicable laws, construed to be interest which has the
effect of causing the interest hereunder to exceed the maximum rate legally
enforceable, the rate of interest and/or charges required to be paid hereunder
shall be automatically reduced so that the interest hereunder does not exceed
the maximum rate legally enforceable. If such interest rate and/or charges are
so reduced and thereafter the maximum rate legally enforceable is increased, the
rate of interest and/or fees required to be paid hereunder shall be
automatically increased to the maximum rate legally enforceable, which in no
event shall exceed the rate otherwise provided for in this Note.
<PAGE>

                                                                               3


Section 2.  Events of Default.

            In the event that:

      2.1   Payor defaults in making any payment required to be made under this
Note; or

      2.2   Payor fails to pay any principal of or interest on any indebtedness
for borrowed money, or any guarantee thereof, beyond the period of grace, if
any, provided with respect thereto, or Payor defaults in the observance or
performance of any other term, covenant, agreement, condition, undertaking or
provision contained in any agreement or instrument evidencing or securing or
related to any such indebtedness for borrowed money or guarantee, if the effect
thereof is to cause, or permit the holder or holders thereof (or a trustee or
trustees on behalf of such holder or holders) to cause, and such holder or
holders have caused, such indebtedness for money borrowed or guarantee to become
due prior to its stated maturity; provided that the aggregate amount of all
indebtedness affected as aforesaid shall equal or exceed $100,000.00; or

      2.3   Any Pledgor defaults under any applicable Pledge Agreement and such
default shall not have been cured or waived after thirty (30) days written
notice of such default shall have been given by Payee; or

      2.4   (i) Payor shall commence any case, proceeding or other action (A)
under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial part of its
assets, or shall make a formal or informal general assignment for the benefit of
its creditors; or (ii) there shall be commenced against Payor any case,
proceeding, or other action of a nature referred to in clause (i) above which
(A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
90 days; or (iii) Payor takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i) or (ii) above; or (iv) Payor shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due;

then, upon the occurrence and during the continuance of any such event (an
"Event of Default"), Payee (unless there shall have occurred an Event of Default
under Section 2.4, in which case the unpaid balance of this Note shall
automatically become due and payable) may, by written notice to Payor, declare
this Note due and payable, whereupon the same shall become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived.

Section 3.  Miscellaneous.

      3.1   All notices, requests, demands or other communications to or upon
Payor or Payee shall be deemed to have been given or made when deposited in the
mails, postage prepaid, addressed to Payor at 3600 Rio Vista Avenue, Orlando,
Florida 32805, and to Payee at the same address. No other method of giving
notice is hereby precluded.
<PAGE>

                                                                               4


      3.2   No failure or delay on the part of the Payee in exercising any
right, power or privilege hereunder, and no course of dealing between Payor and
Payee shall operate as a waiver thereof nor shall any single or partial exercise
of any right, power or privilege hereunder preclude the simultaneous or later
exercise of any other right, power or privilege. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Payee would otherwise have. No notice to or demand on Payor in any
case shall entitle the Payee to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the Payee to take
any other or further action in any circumstances without notice or demand.

      3.3   The Payor agrees to pay and save the Payee harmless against
liability for the payment of all out-of-pocket expenses arising in connection
with the enforcement of this Note, including without limitation the reasonable
fees and expenses of counsel selected by the Payee.

      3.4   Upon receipt of evidence reasonably satisfactory to Payor of the
loss, theft, destruction or mutilation of this Note and of a letter of indemnity
reasonably satisfactory to Payor from the Payee, and upon reimbursement to Payor
of all reasonable expenses incident thereto, and upon surrender or cancellation
of this Note, if mutilated, Payor will make and deliver a new Note of like tenor
in lieu of such lost, stolen, destroyed or mutilated Note.

      3.5   This Note shall be binding upon Payor and Payee and their respective
successors and permitted assigns. This Note, and the rights and obligations
hereunder, may not be assigned or delegated by Payee without the prior written
consent of Payor or by Payor without the prior written consent of Payee.

      3.6   This Note shall be interpreted, construed and enforced in accordance
with the laws of the State of New York.


                                       ELX LIMITED PARTNERSHIP


                                       By: /s/ ALEXANDER M. MILLEY
                                           ----------------------------
                                           Alexander M. Milley
                                           Sole General Partner

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</DOCUMENT>
