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                                                                   EXHIBIT 10.24

                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

        This Second Amendment to Loan and Security Agreement (this "Amendment")
is entered into as of September 30, 1999, by and between Comerica Bank -
California ("Bank") and General Automation, Inc. ("Borrower").

                                    RECITALS

A.      Borrower and Bank are parties to that certain Loan and Security
        Agreement dated as of December 18,1997 (the "Loan Agreement"), as
        modified by that certain Modification to Loan and Security Agreement
        dated as of January 8, 1998 (the "First Modification"), and that certain
        modification to Loan & Security Agreement dated as of May 28, 1998 (the
        " Second Modification"), and that certain First Amendment to Loan and
        Security Agreement and Forbearance Agreement dated as of December 31,
        1998 (the "First Amendment"), collectively, the "Loan Documents".
        Borrower and Bank desire to amend the terms of the Loan Documents in
        accordance with the terms of the Amendment.

B.      As of the date hereof, there is due and owing under the Loan Documents
        the principal amount of TWO MILLION ONE HUNDRED FIFTY THOUSAND AND
        NO/100 DOLLARS ($2,150,000.00) together with accrued but unpaid
        interest, attorneys' fees and costs. Such amount, plus accruing interest
        and ongoing attorneys' fees and costs are hereinafter referred to as the
        "Existing Debt".

C.      Borrower has requested that Bank amend the Loan Documents. Bank has
        agreed to amend the Loan Documents, subject to the terms and conditions
        as more particularly set forth below.

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:

        1. Recitals. The foregoing recitals of facts and understandings of the
parties are incorporated herein.

        2. Defined Terms. Capitalized terms not otherwise defined herein shall
have the same meanings as set forth in the Loan Documents.

        3. Acknowledgement of Liability. As of the date of this Amendment,
Borrower owes Bank an amount equal to the Existing Debt. Borrower reaffirms all
of its obligations under the Loan Documents and hereby forever waives and
relinquishes any and all claims, offsets or defenses that Borrower may have with
respect to the payment of sums due and the performance of other obligations
under the Loan Documents. The security interests in the Collateral granted to
Bank under the Loan Documents remain perfected, first priority liens.

        4. Amendments to Loan Documents. The Loan Documents are amended as
follows:

           a. Section 6.6 (k) is deleted in its entirety and replaced with the
           following:

        "Incur any debts outside the ordinary course of Borrower's business
        except renewals or extensions of existing debts an interest thereon, and
        debt owing Pacific Mezzanine Fund, LP together with debt owing to
        Radisys CPD, Inc. and Boundless Technologies, Inc.;"

           b. Section 6.9 (a) is deleted in its entirety and replaced with the
           following:

        "Borrower will not make any distribution or declare or pay any dividend
        (in stock or in cash) to any shareholder or on any of its capital stock,
        of any class, whether now or hereafter outstanding, or purchase,
        acquire, repurchase, or redeem or retire any such capital stock except
        under the terms and conditions as set forth under that certain Loan
        Agreement and related documents between

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        Borrower and Pacific Mezzanine Fund, LP together with the related
        documents between Borrower and Radisys CPD, Inc. or Boundless
        Technologies, Inc.;"

        4. Fees and Expenses. Borrower agrees to pay to Bank a fee equal to Five
Thousand Dollars ($5,000.00), which fee shall be deemed to be fully earned,
non-refundable and payable in full as of the date hereof (the "Amendment Fee").
In addition, as a condition to the effectiveness of the Amendment, Borrower
shall pay to Bank all Bank expenses incurred in connection with the preparation
and negotiation of this Amendment.

        5. Representations and Warranties. Borrower represents and warrants that
all of the Representations and Warranties contained herein and in the Loan
Documents are true and correct as of the date of this Amendment and that no
Event of Default has occurred.

        6. Conditions Precedent. The effectiveness of this Amendment is subject
to the following conditions precedent:

        a.     Receipt of the following (each in form and substance satisfactory
               to Bank and its counsel):

               1.     this Amendment, and such other agreements and instruments
                      reasonably requested by Bank pursuant hereto (including
                      such documents as are necessary to create and perfect
                      Bank's security interest in the Collateral), each duly
                      executed by Borrower.

               2.     the Stock Pledge and Security Agreement duly executed by
                      Borrower and Pacific Mezzanine Fund, LP.

               3.     the Intellectual Property Security Agreement duly executed
                      by Borrower.

               4.     the Subordination Agreement by and between Pacific
                      Mezzanine Fund, LP and Bank.

        b.     Receipt by Bank of the Amendment Fee.

        c.     Payment by Borrower of all Bank expenses incurred in the
               preparation and negotiation of this Amendment; and,

        d.     Receipt of such other documents and completion of such other
               matters as Bank may reasonably deem necessary or appropriate.

        7.     Further Assurances. Borrower will take such other actions as Bank
               may reasonably request from time to time to perfect or continue
               Bank's security interests in Borrower's property, and to
               accomplish the objectives of this Amendment

        8.     Counterparts. This Amendment may be signed in counterparts and
               all of such counterparts when properly executed by the
               appropriate parties thereto together shall serve as a fully
               executed document, binding upon the parties.

        9.     Legal Effect. The Loan Documents remain in full force and effect.
               If any provision of this Amendment conflicts with applicable law,
               such provision shall be deemed severed from this Amendment, and
               the balance of the Amendment shall remain in full force and
               effect.

        10.    WAIVER OF JURY. BANK AND BORROWER ACKNOWLEDGE AND AGREE THAT THE
               TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND
               EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY WAIVE, TO THE
               EXTENT PERMITTED BY LAW, TRIAL BY JURY OF ANY CLAIM OR CAUSE OF

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               ACTION BASED UPON, RELATED TO OR ARISING OUT OF THE TRANSACTIONS
               CONTEMPLATED BY THE LOAN DOCUMENTS, INCLUDING CONTRACT CLAIMS,
               TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
               STATUTORY CLAIMS. EACH PARTY RECOGNIZED AND AGREES THAT THE
               FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO
               ENTER INTO THIS AMENDMENT. EACH PARTY REPRESENTS AND WARRANTS
               THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT
               IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
               FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

        11.    Assignment and Indemnity. Borrower consents to Bank's assignment
               of all or any part of Bank's rights under this Amendment and the
               Loan Documents. Borrower shall indemnify and defend and hold Bank
               and any assignee of Bank's interests harmless from any actions,
               costs, losses or expenses (including attorneys' fees( arising out
               of such assignment , this Amendment and the Loan Documents.

        IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
        the first date written above.

                                                 GENERAL AUTOMATION, INC.

                                                 By: _________________________
                                                        Richard H. Nance
                                                        Chief Financial Officer

                                                 COMERICA BANK - CALIFORNIA

                                                 By:___________________________
                                                        Roland Tucker
                                                        Vice President