FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

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Exhibit 10.22

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

        This Fourth Amendment to Loan and Security Agreement (this "Amendment") is entered into as of June 5, 2007, by and between COMERICA BANK ("Bank") and SCIENTIFIC LEARNING CORPORATION ("Borrower").

RECITALS

        Borrower and Bank are parties to that certain Loan and Security Agreement dated as of January 15, 2004, as amended from time to time including by that certain First Amendment to Loan and Security Agreement dated as of September 29, 2004, that certain Second Amendment to Loan and Security Agreement dated as of December 2, 2005 and that certain Third Amendment to Loan and Security Agreement dated as of September 5, 2006 (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

        NOW, THEREFORE, the parties agree as follows:

        1.     The following defined terms in Section 1.1 of the Agreement hereby are added, amended or restated as follows:

        "Revolving Maturity Date" means December 2, 2008.

        2.     Section 2.5(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

        "(a)    A fee equal to one quarter of one percent (0.25%) of the difference between the amount then available under the Revolving Line pursuant to Section 2.1(a)(i) and the average outstanding daily balance thereunder during the term hereof, paid quarterly in arrears; and"

        3.     A new sentence is hereby added to the end of Section 6.3 of the Agreement as follows:

        "Notwithstanding the foregoing, if the aggregate amount of outstanding Advances is less than One Million Dollars ($1,000,000) all financial statements and other reporting items in this Section 6.2 which are required to be delivered to Bank on a monthly basis, shall instead be delivered to Bank on a quarterly basis."

        4.     A new sentence is hereby added to the end of Section 6.8 of the Agreement as follows:

        "The foregoing covenant shall be measured (i) as of the last day of each calendar month when at least One Million Dollars ($1,000,000) of Advances are outstanding and (ii) as of the last day of each calendar quarter when less than One Million Dollars ($1,000,000) of Advances are outstanding."

        5.     Section 6.9 of the Agreement is hereby amended and restated in its entirety to read as follows:

        "6.9    Measured as of (i) the last day of each month if at least One Million Dollars ($1,000,000) of Advances are outstanding or (ii) the last day of each quarter if less than One Million Dollars ($1,000,000) of Advances are outstanding, if Borrower's Adjusted Quick Ratio (calculated pursuant to Section 6.8) is less than 1.75 to 1.00, Borrower shall maintain an Effective Tangible Net Worth greater than or equal to One Dollar ($1.00)."

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        6.     Section 11 of the Agreement hereby is amended and restated in its entirety to read as follows:

        "11.    CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

        This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Each of Borrower and Bank hereby submits to the exclusive jurisdiction of the state and Federal courts located in the County of Santa Xxxxx, State of California. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES."

        7.     Exhibit D to the Agreement is hereby replaced with Exhibit D attached hereto.

        8.     The Schedule to the Agreement is hereby replaced with the Schedule attached hereto.

        9.     No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank's failure at any time to requires strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

        10.   Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and affect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

        11.   Borrower represents and warrants that the Representations and Warranties contained in the Agreement as qualified by the Schedule are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

        12.   As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

        (a)   this Amendment, duly executed by Borrower;

        (b)   a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;

        (c)   as amendment fee in the amount of $6,500, which may be debited from any of Borrower's accounts;

        (d)   all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts; and

        (e)   such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

        13.   This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

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

		SCIENTIFIC LEARNING CORPORATION
		By:	/s/  XXXX X. XXXXXXX
		Title:	SVP & CFO
		COMERICA BANK
		By:	/s/  XXXXXX XXXX
		Title:	VP

[Signature Page to Fourth Amendment to Loan & Security Agreement]

Corporation Resolutions and Incumbency Certification
Authority to Procure Loans

I certify that I am the duly elected and qualified Secretary of SCIENTIFIC LEARNING CORPORATION; that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with its bylaws and applicable statutes.

Copy of Resolutions:

Be it Resolved, That:

        1.     Any one (1) of the following Chief Financial Officer, Controller or General Counsel (insert titles only) of the Corporation are/is authorized, for, on behalf of, and in the name of the Corporation to:

        (a)   Negotiate and procure loans, letters of credit and other credit or financial accommodations from Comerica Bank ("Bank"), a Michigan banking corporation, including, without limitation, that certain Loan and Security Agreement dated as of January 15, 2004, as amended from time to time including by that certain First Amendment to Loan and Security Agreement dated as of September 29, 2004, that certain Second Amendment to Loan and Security Agreement dated as of December 2, 2005 and that certain Third Amendment to Loan and Security Agreement dated as of September 5, 2006 and that certain Fourth Amendment to Loan and Security Agreement dated as of June 5, 2007.

        (b)   Discount with the Bank, commercial or other business paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;

        (c)   Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned by the Corporation, whether or not registered in the name of the Corporation;

        (d)   Give security for any liabilities of the Corporation to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible or intangible of the Corporation; and

        (e)   Execute and deliver in form and content as may be required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination agreements, loans and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate to all or to substantially all of the Corporation's property and assets.

        2.     Said Bank be and it is authorized and directed to pay the proceeds of any such loans or discounts as directed by the persons so authorized to sign, whether so payable to the order of any of said persons in their individual capacities or not, and whether such proceeds are deposited to the individual credit of any of said persons or not;

        3.     Any and all agreements, instruments and documents previously executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved as the act or acts of the Corporation.

        4.     These Resolutions shall continue in force, and the Bank may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified copy of these Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to have no effect on any action previously taken by the Bank in reliance on these Resolutions).

        5.     Any person, corporation or other legal entity dealing with the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any agreement,

instrument or document executed pursuant to them are still in full force and effect and binding upon the Corporation.

        6.     The Bank may consider the holders of the offices of the Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the Secretary of the Corporation until notice to the contrary in writing is duly served on the Bank.

I further certify that the above Resolutions are in full force and effect as of the date of this Certificate; that these Resolutions and any borrowings or financial accommodations under these Resolutions have been properly noted in the corporate books and records, and have not been rescinded, annulled, revoked or modified; that neither the foregoing Resolutions nor any actions to be taken pursuant to them are or will be in contravention of any provision of the articles of incorporation or bylaws of the Corporation or of any agreement, indenture or other instrument to which the Corporation is a party or by which it is bound; and that neither the articles of incorporation nor bylaws of the Corporation nor any agreement, indenture or other instrument to which the Corporation is a party or by which it is bound require the vote or consent of shareholders of the Corporation to authorize any act, matter or thing described in the foregoing Resolutions.

I further certify that the following named persons have been duly elected to the offices set opposite their respective names, that they continue to hold these offices at the present time, and that the signatures which appear below are the genuine, original signatures of each respectively:

(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)

NAME (Type or Print)		TITLE		SIGNATURE
Xxx Xxxxxxx		Controller		/s/  XXX XXXXXXX
Xxxx Xxxxxxx		CFO		/s/  XXXX XXXXXXX
Xxxxx Caroloni		VP/General Counsel		/s/  XXXXX CAROLONI

In Witness Whereof, I have affixed my name as Secretary and have caused the corporate seal (where available) of said Corporation to be affixed on June 5, 2007.

		/s/  XXXXX X. CAROLONI Secretary
The Above Statements are Correct.		/s/  XXXX X XXXXXXX SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.

Failure to complete the above when the Secretary is authorized to sign alone shall constitute a certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of the Corporation.

[SEAL]

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT