Exhibit 10.25

SECOND AMENDMENT  TO LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Second Amendment") is made as of September 27, 2001, by and among the financial institutions
listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively
as the "Lenders"),FOOTHILL CAPITAL CORPORATION,a California corporation, as agent for the Lenders ("Agent"),BANK OF AMERICA,
N.A., as the documentation agent for the Lenders ("Documentation Agent"),SILICON GRAPHICS, INC., a Delaware corporation
("Parent"), andSILICON GRAPHICS FEDERAL, INC., a Delaware corporation (together with Parent, the "Borrower"), with reference to the following
facts:

A.  The
parties hereto have entered into that certain Loan and Security Agreement, dated as of April 10, 2001, as amended by a letter agreement, dated as of
May 15, 2001, a letter agreement, dated as of June 8, 2001, a First Amendment to Loan and Security Agreement, dated as of June 29, 2001, and a letter agreement, dated as of
July 25, 2001 (as so amended, the "Loan Agreement"), and other Loan Documents. (Capitalized terms, which are used herein but not defined herein, shall have the meanings ascribed to them in the
Loan Agreement.)

B.  The
parties wish to make certain modifications to the Loan Documents, all on the terms and conditions set forth herein.

NOW,
THEREFORE, the parties hereto agree as follows:

1.Amendments to Loan Agreement. Effective as of the Effective Date (as defined below), the Loan Agreement shall be
amended as follows:



"7.20 Financial Covenants.Fail to maintain:



| | Applicable Amount |   | Applicable Period                               
| | ----------------- | - | ------------------------------------------------
| | ($95,000,000      | ) | For the 3 month period
ending June 30, 2001     
| | ($135,000,000     | ) | For the 3 month period
ending September 30, 2001
| | $21,000,000       |   | For the 3 month period
ending December 31, 2001 
| | $35,000,000       |   | For the 3 month period
ending March 31, 2002    
| | $43,000,000       |   | For the 3 month period
ending June 30, 2002;    

provided, however,that: (w) the required amount of EBITDA for the 3 month period ending June 30, 2001 shall be increased by $1 for
each $1 by which Borrowers' restructuring charges during the same 3 month period aggregate less than $80,000,000; (x) the required amount of EBITDA for the 3 month period ending
September 30, 2001 shall be increased by $1 for each $1 by which Borrowers' restructuring charges during the same 3 month period aggregate less than $100,000,000; (y) if Parent is

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required under GAAP to make a non-cash write-down of its remaining investment in WAM!NET after the date hereof, then the required amount of EBITDA for the 3 month period
during which said write-down is made shall be decreased by the amount of said write-down; and (z) the required amount of EBITDA for each 3 month period ending
after June 30, 2002 shall be set by Agent at a discount to projected EBITDA following receipt of and based upon applicable Projections satisfactory to Lenders."



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"5.16 Intellectual Property; IP Collateral.



"6.4 Intellectual Property; IP Collateral.Comply with their continuing obligations described in Section 5.16and the Intellectual Property Security
Agreement."



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"6.16 Cash Collateral.Provide and maintain at all times cash collateral to be held by Agent in an amount equal to no
less than $6,995,540.38, which cash collateral will be held in an interest bearing account maintained by Agent.

6.17 Assignment of Proceeds.Execute and deliver to Agent any and all additional documents that Agent may request in
its Permitted Discretion, in form and substance reasonably satisfactory to Agent, providing for the assignment of all proceeds to Agent arising from any license or royalty agreement entered into by
the Borrower with respect to Borrower's General Intangibles."



"7.2 Liens.Create, incur, assume, or permit to exist, directly or indirectly, any Lien on or with respect to any of
the following property, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent
that the original Indebtedness is refinanced, renewed, or extended underSection 7.1(h)and so long as the replacement Liens only encumber those
assets that secured the refinanced, renewed, or extended Indebtedness): (i) each Borrower's Intellectual Property; provided, however, that such Intellectual Property shall not include the
Excluded Intellectual Property, or (ii) Borrowers' other assets located within the United States, of any kind."

2.Conditions to Effectiveness. The effectiveness of this Second Amendment is subject to the receipt by the Agent or
the completion by Borrower of the following, and the date on which the Agent receives or Borrower completes all of the following shall be the "Effective Date:"



3.Miscellaneous.



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

| | SILICON GRAPHICS, INC.a Delaware corporation                                   
| | -------------------------------------------------------------------------------
| | By:
Title:                                                                     
| | SILICON GRAPHICS FEDERAL, INC.a Delaware corporation                           
| | By:
Title:                                                                     
| | FOOTHILL CAPITAL CORPORATION,a California corporation, as Agent and as a Lender
| | By:
Title:                                                                     
| | BANK OF AMERICA, N.A.,as Documentation Agent and as a Lender                   
| | By:
Title:                                                                     

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