Bob Feller Chief Financial Officer Scientific Learning Corporation

Exhibit 10.33

12/31/2009

Xxx Xxxxxx

Chief Financial Officer

Scientific Learning Corporation

300 Xxxxx X. Xxxxx Xxxxx

Xxxxx 000

Xxxxxxx, XX 00000

RE: Scientific Learning Corporation (“Borrower”)

7050578391 / 34/42/59/67/75

Dear Xxx:

Comerica Bank (the “Bank”) has approved the extension of the maturity date of the above referenced credit facility as evidenced by that certain note/agreement, dated January 15, 2004 (as such may be amended, restated, modified, supplemented or revised from time to time, the “Agreement”) from December 31, 2009 to March 15, 2010.  Upon your execution of a counterpart of this letter, the maturity date shall be so amended.

The Agreement, as modified and amended hereby, shall be and remain in full force and effect 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 modification and 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.  Borrower ratifies and reaffirms the continuing effectiveness of all promissory notes, guaranties, security agreements, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement.

By execution of a counterpart of this letter, Borrower further represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date hereof, and that no event of default has occurred and is continuing under the Agreement or any other document, instrument or agreement entered into in connection therewith.

Sincerely,

Comerica Bank

By:	/s/ Xxxxxx Xxxxxxxxx
	Xxxxxx Xxxxxxxxx
	Vice President
Acknowledged and accepted on 12/31/09:
Scientific Learning Corporation
By:	/s/ Xxxxxx X. Xxxxxx
	Xxx Xxxxxx
	Chief Financial Officer