Exhibit 10.24

AMENDMENT NUMBER TWO TO AMENDED AND RESTATED  LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT(this
"Amendment"), dated as of September 17, 2003 (the "Execution Date"), is entered into between and
among, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a
"Lender" and collectively as the "Lenders"),WELLS FARGO FOOTHILL,
INC., a California corporation, as the arranger and administrative agent for the Lenders ("Agent" and together with the Lenders,
collectively, the "Lender Group"),SILICON GRAPHICS, INC., a Delaware corporation
("Parent"), and each of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a "Borrower," and individually and collectively, jointly and severally, as
"Borrowers"), in light of the following:

W I T N E S S E T H

WHEREAS, Borrower and the Lender Group are parties to that certain Amended and Restated Loan and Security Agreement, dated as of September 20, 2002 (as
amended, restated, supplemented, or modified from time to time, the "Loan Agreement");

WHEREAS,
Borrower has requested that Agent waive non-compliance with a certain financial covenant and that the Loan Agreement be amended to provide for, among other things, a reset of
certain financial covenants; and

WHEREAS,
subject to the satisfaction of the conditions set forth herein, the Lender Group is willing to so consent to the amendment of the Loan Agreement.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Loan Agreement as follows:

1.     DEFINITIONS.Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement, as amended hereby.

2.     AMENDMENTS TO LOAN AGREEMENT.



Applicable Amount

Applicable PeriodWaived

For the 3 month period ending June 27, 2003$
(45,882,000
)
For the 3 month period ending September 26, 2003$
11,200,000

For the 3 month period ending December 26, 2003$
3,900,000

For the 3 month period ending March 26, 2004$
18,500,000

For the 3 month period ending June 25, 2004


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3.     LIMITED WAIVER.



4.     CONDITIONS PRECEDENT TO THIS AMENDMENT.The satisfaction of each of the following shall constitute conditions
precedent to the effectiveness of this Amendment and each and every provision hereof:



Upon
Agent's receipt of a copy of this Amendment executed by Borrowers, Agent shall be authorized to charge Borrowers' Loan Account the amount of $20,000, constituting the unpaid balance of the
Amendment Fee; said $20,000 shall be non-refundable when charged.

5.     CONDITION SUBSEOUENT.The satisfaction of the following shall constitute a condition subsequent to the
effectiveness of this Amendment and each and every provision hereof:



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Upon
delivery to Agent, this revisedSchedule P-1shall constitute an amended and restated Schedule P-1to the Loan Agreement.



6.     CONSTRUCTION.THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

7.     ENTIRE AMENDMENT; EFFECT OF AMENDMENT.This Amendment, and terms and provisions hereof, constitute the entire
agreement among the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except for the amendments to
the Loan Agreement expressly set forth inSection 2hereof, the Loan Agreement and other Loan Documents shall remain unchanged and in full force
and effect. To the extent any terms or provisions of this Amendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. This
Amendment is a Loan Document.

8.     COUNTERPARTS; TELEFACSIMILE EXECUTION.This Amendment 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 Amendment by signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

9.     MISCELLANEOUS.



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IN
WITNESS WHEREOF. the parties have caused this Amendment to be executed and delivered as of the date first written above.

| |  | WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent and as a Lender
| |  | ------------------------------------------------------------------------------
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        
| |  | SILICON GRAPHICS, INC.,
a Delaware Corporation                                
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        
| |  | SILICON GRAPHICS FEDERAL, INC.,
a Delaware corporation                        
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        

4

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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

| |  | WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent and as a Lender
| |  | ------------------------------------------------------------------------------
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        
| |  | SILICON GRAPHICS, INC.,
a Delaware Corporation                                
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        
| |  | SILICON GRAPHICS FEDERAL, INC.,
a Delaware corporation                        
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        

5

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Schedule E-l    ELIGIBLE INVENTORY LOCATIONS

2701
Olson Drive
Chippewa Falls, Wisconsin 54729

Riverside
Systems Building
100 N. Cashman Drive
Chippewa Falls, Wisconsin

UPS
Service Parts Logistics, Inc.
2200 Outer Loop Road
Louisville, Kentucky

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