Exhibit 10.16  INTELLECTUAL PROPERTY
SECURITY AGREEMENT   This
Intellectual Property Security Agreement (the Agreement), is made as of
November 9, 2001, by and among FOOTHILL CAPITAL CORPORATION, a California
corporation, as agent for the Lenders (Agent), SILICON GRAPHICS, INC., a
Delaware corporation (Parent), and SILICON GRAPHICS FEDERAL, INC., a Delaware
corporation (together with Parent, the Borrowers), with refer­ence to the
following facts:  A.            Each Borrower has adopted certain
trademarks and service marks, as identified herein and in Schedule A
annexed hereto and made a part hereof, and  B.            Each Borrower is the owner and
holder of certain patents, patent applications, inventions and trade secret
information, as identified herein and in Schedule B annexed hereto and
made a part hereof.  C.            Each Borrower is the owner of the
copyrights in certain works of authorship, as described herein and in Schedule
C annexed hereto and made a part hereof.  D.            Each Borrower, Agent, Documentation
Agent, and the Lenders party thereto have entered into that certain Loan and
Security Agreement dated as of April 10, 2001 (as from time to time amended,
modified or supplemented in accordance with its terms, the Loan Agreement),
pursuant to which the Lender Group has agreed to extend credit to or for the
account of Borrowers in the form of a revolving credit facility, and each
Borrower granted to Agent, for the benefit of the Lender Group, a security
interest in substantially all of each Borrowers assets as security for all
obligations and liabilities of the Borrowers for payment and performance under,
arising out of or in connection with the Loan Documents (all of such
obligations and liabilities being hereinafter referred to as the
Obligations).  Capitalized terms which
are used herein but not otherwise defined, shall have the meaning ascribed to
them in the Loan Agreement.  E.             To induce the Lender Group to enter
into an amendment to the Loan Agreement, and to continue to make advances and
otherwise extend credit to the Borrowers thereunder, each Borrower has agreed
to secure the payment and performance of the Obligations (as hereinafter
defined) and to accomplish same by executing and delivering to Agent, for the
benefit of the Lender Group, (i) this Agreement, (ii) the Security Interest in
Trademarks, (iii) the Security Interest in Patent Collateral, (iv)  the Security Interest in Copyrights, (v) the
Power of Attorney for Patent Collateral, (vi) the Power of Attorney for
Trademarks, (vii) the Power of Attorney for Copyrights, and (viii) any and all
other documents which Agent deems necessary to protect Lender Groups interests
hereunder or with respect to the Obligations.  F.             This Agreement is the Intellectual
Property Security Agreement as defined and described in the Loan Agreement.  NOW, THEREFORE,
IT IS AGREED that, for and in consideration of the premises set forth above,
the terms and conditions contained herein, and other good  and    
   valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and as collateral security for the prompt payment in full when
due (whether at stated maturity, by acceleration or otherwise) of the
Obligations, each Borrower hereby grants to Agent, for the benefit of the
Lender Group, a continuing security interest in all of such Borrowers right,
title and interest in and to the IP Collateral, except for the Excluded
Intellectual Property described in Schedule D annexed hereto and made a
part hereof, including:  (a)           all of Borrowers customer lists and
other records of such Borrower relating to the distribution of products
bearing, constituting or incorporating the Trademarks, Patent Collateral and
Copyrights; and  (b)           the proceeds and products, whether
tangible or intangible, of any of the foregoing, including (w) proceeds from
any claims by such Borrower against third parties for past, present or future
infringement of the Trademarks, Patent Collateral or Copyrights and any
royalties from licenses to third parties of the Trademarks, Patent Collateral
or Copyrights, (x) proceeds of insurance covering any or all of the
foregoing, and (y) any and all money, deposit accounts, or other tangible
or intangible property, solely to the extent, in the case of each of the
foregoing clauses (w), (x) and (y), resulting from the sale, exchange,
collection, or other disposition of any of the foregoing, or any portion
thereof or interest therein, and the proceeds thereof; provided, however, that
the IP Collateral shall not include such General Intangibles:  (i) which cannot be subject to a
consensual security interest in favor of Agent without the consent of the
licensor or other party thereto, (ii) as to which any such restriction
described in clause (i) is effective and enforceable under applicable law including
Section 9318(4) of the Code or, from and after the effective date thereof,
Section 9408 of the revised Article 9 of the Code, and (iii) to which
such consent described in clause (i) has not been obtained by the party
granting the security interest.  1.             Each Borrower hereby represents,
warrants, covenants and agrees as follows, except with respect to the Excluded
Intellectual Property:  (a)           Each Borrower has the sole, full and
clear title to the Trademarks for the goods and services with which the
Trademarks are used (except for Permitted Liens and as provided in paragraph
1(g) below and in Schedule A attached hereto).  The registrations of the Trademarks are valid and subsisting and
in full force and effect.  Each Borrower
has not granted a license or otherwise agreed to allow any third party to use
any Trademark (except in the ordinary course of business consistent with such
Borrowers business judgment).  Each
Borrower has used and will continue to use for the duration of this Agreement
standards of quality in the manufacture of products sold under the Trademarks
that are at least equal to those standards in effect as of the date of this
Agreement to the extent that the failure to do so would cause a Material
Adverse Change.  (b)           Each Borrower (either itself or
through its licensees) will continue to use the Trademarks on each and every
trademark class of goods applicable to its current lines of goods as reflected
in its current catalogs, brochures and price lists in order to maintain the
Trademarks in full force and effect, in the ordinary course of business, free
from any claim of abandonment for nonuse and each Borrower will not (and will
not permit any licensee thereof to)    
   do any act or knowingly omit to do any act whereby any Trademark may
become invalidated (except in the ordinary course of business consistent with
such Borrowers business judgment).  (c)           Each Borrower has the sole, full and
clear title to the Patent Collateral shown on Schedule B hereto and such
Patent Collateral is valid and subsisting and in full force and effect and have
not been adjudged or, to such Borrowers knowledge, claimed invalid or
unenforceable in whole or in part (except for Permitted Liens and as provided
in paragraph l(g) below and in Schedule B attached hereto).  Each Borrower has not granted a license or
otherwise agreed to allow any third party to use any Patent Collateral (except
in the ordinary course of business consistent with such Borrowers business
judgment).  Each Borrower (either itself
or through its licensees) shall mark products made and sold under the Patent
Collateral in accordance with the U.S. Patent Act and other applicable
laws.  Each Borrower shall preserve and
maintain all rights of any kind in the Patent Collateral, which, in each case,
such Borrower believes in its reasonable business judgment are in the best
business interests of such Borrower. 
Each Borrower believes that none of the Patent Collateral has been
abandoned or dedicated and such Borrower will not do any act, or omit to do any
act, nor permit any licensee thereof to do any act whereby any Patent
Collateral may become abandoned or dedicated, except and to the extent Borrower
believes in its reasonable business judgment that such action or inaction is in
the best business interest of such Borrower including discretion to make Patent
Collateral available to the open source community, and shall notify Agent
immediately if it knows or has reason to believe that any material Patent
Collateral may become abandoned or dedicated.  (d)           Each Borrower (either itself or
through its licensees) will place appropriate notice of copyright on all copies
embodying copyrighted works covered by the Copyright which are publicly
distributed and such Borrower will not (and will not permit any licensee
thereof to) do any act or knowingly omit to do any act whereby any Copyright
may become invalidated or dedicated to the public domain, except and to the
extent Borrower believes in its reasonable business judgment that such action
or inaction is in the best interest of such Borrower.  (e)           Each Borrower will promptly perform
all acts and execute all documents, including, without limitation, grants of
security in forms acceptable to Agent and suitable for recording with (i) the
United States Patent and Trademark Office and the United States Register of
Copyrights, and (ii) the appropriate offices and agencies of foreign
jurisdictions reasonably requested by Agent at any time to evidence, perfect,
maintain, record or enforce Lender Groups security interest in the IP
Collateral or otherwise in furtherance of the provisions of this
Agreement.  Each Borrower hereby
authorizes Agent to execute and file one or more financing statements (and any
similar documents) or copies thereof or of this Agreement with respect to the
IP Collateral signed only by Agent (with a copy sent to the applicable
Borrower).  (f)            In the event that either Borrower,
either itself or through any subsidiary, affiliate, agent, employee, licensee
or designee, shall file an application for the registration of any trademark
with the United States Patent and Trademark Office, or any similar office of
the United States or in any office of the Secretary of State (or equivalent) of
any state   
   thereof, or for the registration of any copyright with the United
States Register of Copyrights, or for the registration of any Trademark or
Copyright in any similar office or agency of any country or political
subdivision thereof throughout the world, or shall obtain registration of any
Trademark or Copyright previously applied for, or shall adopt, acquire or
obtain rights to any new trademark, or work for which a copyright application
has been or is expected to be filed, the applicable Borrower shall (i) inform
Agent of any such event or action in annual reports which Borrowers are
required to deliver to Agent pursuant to the Loan Agreement and, (ii) execute
and deliver any and all assignments, agreements, instruments, documents and
papers as are necessary or appropriate or as Agent may reasonably request to
evidence Lender Groups security interest in such Trademark, or Copyright and
the goodwill and general intangibles of Borrowers relating thereto or
represented thereby.   Each Borrower
hereby constitutes Agent, or its agent, its attorney-in-fact to execute and
file all such writings for the foregoing purposes, all acts of such attorney
being hereby ratified and confirmed; such power being coupled with an interest
is irrevocable until the Obligations are indefeasibly paid in full.  Each Borrower authorizes the amendment of
the schedules hereto to include any future Trademark, or Copyright
registrations or applications which may be acquired or made by such Borrower.  (g)           Each Borrower has the authority,
right and power to enter into this Agreement and to perform its terms and to
grant the security interest herein granted, and has not entered and will not
enter into any oral or written agreements which would prevent such Borrower
from complying with the terms hereof, provided, however, each Borrower may
enter into or maintain in effect such license agreements with respect to the IP
Collateral as such Borrower believes in its reasonable business judgment are in
the best interest of such Borrowers business. 
The IP Collateral is not, to either Borrowers knowledge, now, and at
all times will not be, subject to any liens (other than Permitted Liens),
charges, mortgages, assignments, security interests, claims, shop rights,
covenants not to sue third persons, or encumbrances of any nature whatsoever,
except in favor of Agent, for the benefit of the Lender Group; provided,
however, each Borrower may enter into such non-exclusive license agreements
with respect to the IP Collateral as such Borrower believes in its reasonable
business judgment are in the best interest of such Borrowers business.  To the best knowledge of each Borrower, none
of the IP Collateral is subject to any claims of any other party, except as may
be indicated on Schedules A, B and C to this Agreement.  (h)           Except for Permitted Liens and to the
extent that Agent, upon prior written notice from Borrowers, shall consent, no
Borrower will assign, sell, mortgage, lease, transfer, pledge, hypothecate,
grant a security interest in or lien upon, encumber, grant an exclusive
license, or otherwise dispose of any of the IP Collateral except as permitted
herein, and nothing in this Agreement shall be deemed a consent by Agent to any
such action except as expressly permitted herein.  (i)            As of the date hereof no Borrower
has any Trademarks, Patent Collateral or Copyrights registered, or which are
the subject of any pending trademark or copyright application, in the United
States Patent and Trademark Office, or any similar office of the United States
or in any office of the Secretary of State (or equivalent) of any state
thereof, or the United States Register of Copyrights, or in any similar office
or agency of any country or   
   political subdivision thereof throughout the world, other than those
identified in Schedules A, B and C hereto.  (j)            Each Borrower will in its business
judgment take commercially reasonable steps in any proceeding before the United
States Patent and Trademark Office, United States Register of Copyrights or
similar office or agency of the United States or any office of the Secretary of
State (or equivalent) of any state thereof, or in any similar office or agency
of any country or political subdivision thereof throughout the world, to
maintain each trademark or copyright registration application and registration
of the IP Collateral, including, without limitation, filing of renewals,
extensions, affidavits of use and incontestability, and opposition,
interference and cancellation proceedings. 
Each Borrower shall notify Agent promptly in writing if any registration
application or registration relating to any IP Collateral may become abandoned
or dedicated or subject to an adverse final determination in any proceeding in
the United States Patent and Trademark Office or United States Register of
Copyrights or in any similar office or agency of any country or political
subdivision thereof throughout the world or in any court regarding such
Borrowers ownership of such Patent Collateral or Trademark, its right to
register same, or to keep or maintain the validity of same.  (k)           In the event that any Borrower
acquires actual knowledge that any Trademark, Patent Collateral or Copyright is
infringed, misappropriated or diluted by a third party, such Borrower shall
promptly sue for infringement, misappropriation and/or dilution and to obtain
injunctive relief and recover damages therefor, unless such Borrower shall
determine in its reasonable business judgment that such suit is not in the best
interest of such Borrowers business, and the applicable Borrower shall take
such other actions reasonably required to protect such Trademark, Patent
Collateral or Copyright as such Borrower shall deem appropriate in its
reasonable business judgment under the circumstances.  Upon and during the continuance of an Event of Default, Agent
shall have the right, but in no way shall be obligated, to bring suit in its
own name to enforce the Trademarks, Patent Collateral and Copyrights and any
licenses thereunder, in which event the applicable Borrower shall, at the
request of Agent, do any and all lawful acts requested by Agent and execute any
and all documents required by Agent to aid such enforcement, and the applicable
Borrower shall, upon demand, promptly reimburse and indemnify Lender Group for
all costs and expenses incurred in such enforcement.  2.             Upon the occurrence and during the
continuance of an Event of Default, Agent may, except with respect to the
Excluded Intellectual Property and except to the extent otherwise expressly
provided or required below, do any one or more of the following, all of which
are authorized by each Borrower, in addition to all other rights and remedies
provided for in the Loan Documents, all such rights and remedies being
cumulative, not exclusive, and enforceable alternatively, successively or
concurrently, without (except as provided herein or in the other Loan
Documents) notice to, or consent by, either Borrower:  (a)           Agent may (without assuming any
obligations or liability thereunder), at any time, enforce (and shall have the
exclusive right to enforce) against any licensee or sublicensee all rights and
remedies of the applicable Borrower in, to and under any one or more license
agreements with respect to the IP Collateral, and take or refrain from taking
any action under any thereof, and each Borrower hereby releases Lender Group
from, and agrees   
   to hold Lender Group free and harmless from and against any claims
arising out of, any action taken or omitted to be taken with respect to any
such license agreement;  (b)           Agent, for the benefit of the Lender
Group, may, at any time and from time to time, upon ten (10) days prior notice
to Borrowers, assign, sell, or otherwise dispose of the IP Collateral or any of
it, either with or without special or other conditions or stipulations, with
power to buy the IP Collateral or any part of it, and do all other acts and
things for completing the assignment, sale or disposition which Agent shall, in
its sole discretion, deem appropriate or proper;  (c)           In addition to the foregoing, in
order to implement the assignment, sale, license or other disposal of any of
the IP Collateral pursuant to subparagraphs 2(b) hereof, Agent may, at any
time, pursuant to the authority granted in the Powers of Attorney described in
paragraph 3 hereof (such authority becoming effective upon an Event of
Default), execute and deliver on behalf of any Borrower one or more instruments
of assignment sale, license or other disposition of the IP Collateral.  Each Borrower agrees to pay when due all
reasonable costs incurred in any such transfer of the IP Collateral, including
any taxes, fees and reasonable attorneys fees, and all such costs shall be
added to the Obligations.  Agent may
apply the proceeds actually received from any such license, assignment, sale or
other disposition in accordance with paragraph (d) of this Section 2; and each
Borrower shall remain liable and will pay Agent on demand any deficiency
remaining, together with interest thereon at a rate equal to the rate then
payable on the Obligations and the balance of any expenses unpaid.  Nothing herein contained shall be construed
as requiring Agent to take any such action at any time; and  (d)           Except as otherwise herein expressly
provided, the proceeds of any collection, sale or other realization of all or
any part of the IP Collateral pursuant hereto, shall be applied to the
Obligations until the Obligations shall have been paid in full in cash.  The application of proceeds hereunder to the
Obligations shall be made pro-rata to the holders of such Obligations based on
the aggregate outstanding principal amount of such Obligations held by such
holders or as otherwise provided in the Loan Agreement.  3.             The following documents will be
concurrently executed and delivered to Agent as conditions precedent to the
execution and delivery of this Agreement:  (a)           Three original Powers of
Attorney,  in the form of Exhibit A,
Exhibit B, and Exhibit C hereto, respectively, executed by
Borrowers, for the implementation of any assignment, sale or other disposition
of the Trademarks, Patent Collateral or Copyrights, respectively, pursuant to
paragraphs 2(a) and (b) hereof;  (b)           An opinion from Brobeck, Phleger
& Harrison, LLP in form and substance satisfactory to Agent.  4.             No provision hereof shall be
modified, altered or limited except by a written instrument expressly referring
to this Agreement and executed by the party to be charged.  The execution and delivery of this Agreement
has been properly authorized by the board of directors of each Borrower and by
any necessary vote or consent of stockholders thereof.  This   
   Agreement shall be binding upon the successors, permitted assigns or
other legal representatives of each Borrower, and shall, together with the
rights and remedies of the Lender Group hereunder inure to the benefit of the
Lender Group, its successors, permitted assigns or other legal
representatives.  This Agreement, the
Obligations and the IP Collateral, except for the Excluded Intellectual
Property, shall be governed in all respects by the laws of the United States
and the laws of the State of California. 
If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall in no way be
affected thereby.  The obligations of
Borrowers hereunder are joint and several.  5.             This Agreement shall continue to be
effective and shall be reinstated in the event that at any time after the
Obligations have been paid in full, any payment of the Obligations is rescinded
or must otherwise be restored or returned by the Lender Group.  6.             Upon payment and performance in
full in cash by Borrowers of all of the Obligations (other than indemnification
obligations for which no claim has been made) and upon the termination of the
Loan Agreement, this Agreement shall terminate and Agent shall execute, file
and record in each office in which any financing statement or assignment
relative to the IP Collateral, or any part thereof, shall have been filed, a
termination statement, assignment or other appropriate instrument releasing its
interest therein, all without recourse to or warranty by the Lender Group and
at the sole cost and expense of the Borrowers.  7.             This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.  IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be duly executed and
delivered on the day and year first above written.  SILICON GRAPHICS, INC., a Delaware
corporation   By:  /s/ 
Jean Furter Its:Vice President and Treasurer  SILICON GRAPHICS FEDERAL, INC., a Delaware
corporation   By:  /s/ 
Jeffrey Zellmer Its:  Vice President  FOOTHILL CAPITAL CORPORATION, a California
corporation, as Agent and as a Lender  FOOTHILL CAPITAL CORPORATION, a California
corporation, as Agent and as a Lender  By:   /s/ 
Teresa M. Bolick Its:    Vice President