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EXHIBIT 10.37
 DEFAULT WAIVER AND FIFTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
 DEFAULT WAIVER AND FIFTH AMENDMENT th
 Recitals
 A.
 B.
 C.
 D.
 Agreement
 Now, Therefore,




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1. Definitions.
 2. Waiver of Covenant Default.
   3. Amendments to Loan Agreement.
 3.1
    
    Section 2.1.5(Term Loan). Sections 2.1.5 and 2.3(a)(ii) are hereby amended in part to (a)
amortize the current outstanding balance of the Term Loan in 24 equal payments of principal
and interest beginning April 1, 2007 and the first day of each month thereafter, including
March 1, 2009 (the Term Loan Maturity Date) when all remaining outstanding principal and
accrued interest is due; (b) increase the interest rate in which the principal amount
outstanding under the Term Loan accrues to a per annum rate equal to 9.75%; (c) require
Borrower to pay a Make-Whole Premium equal to 2% of the outstanding principal balance if
Borrower prepays the Term Loan on or prior to March 1, 2008, or 1% of the outstanding
principal balance if Borrower prepays the Term Loan after March 1, 2008 but prior to the Term
Loan Maturity Date (as amended, above).3.2
    
    Section 6.7(Financial Covenants). Effective as of February 1, 2007, the Minimum Quick Ratio
covenant is amended in its entirety and replaced with the following:
  3.3
    
    Section 13(Definitions). The following term and its respective definition set forth in
Section 13.1is amended in its entirety and replaced with the following:
 Revolving Line Maturity Date
 4. Limitation of Amendments.
 4.1
    
    The amendments set forth in Section 3, above, are effective for the purposes set forth herein
and shall be limited precisely as written and shall not be deemed to (a) be a consent to any
amendment, waiver or modification of any other term or condition of any Loan Document, or (b)
otherwise prejudice any right or remedy which Bank may now have or may have in the future
under or in connection with any Loan Document.4.2
    
    This Amendment shall be construed in connection with and as part of the Loan Documents and
all terms, conditions, representations, warranties, covenants and agreements set forth in the




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Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect.
 5. Representations and Warranties.
 5.1
    
    Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of
the date hereof (except to the extent such representations and warranties relate to an earlier
date, in which case they are true and correct as of such date), and (b) no Event of Default
other than the Existing Defaults has occurred and is continuing;5.2
    
    Borrower has the power and authority to execute and deliver this Amendment and to perform its
obligations under the Loan Agreement, as amended by this Amendment;5.3
    
    The organizational documents of Borrower delivered to Bank on the Effective Date remain true,
accurate and complete and have not been amended, supplemented or restated and are and continue
to be in full force and effect;5.4
    
    The execution and delivery by Borrower of this Amendment and the performance by Borrower of
its obligations under the Loan Agreement, as amended by this Amendment, have been duly
authorized by all necessary action on the part of Borrower;5.5
    
    The execution and delivery by Borrower of this Amendment and the performance by Borrower of
its obligations under the Loan Agreement, as amended by this Amendment, do not and will not
contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual
restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court
or other governmental or public body or authority, or subdivision thereof, binding on
Borrower, or (d) the organizational documents of Borrower;5.6
    
    The execution and delivery by Borrower of this Amendment and the performance by Borrower of
its obligations under the Loan Agreement, as amended by this Amendment, do not require any
order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or
subdivision thereof, binding on either Borrower, except as already has been obtained or made;
and5.7
    
    This Amendment has been duly executed and delivered by Borrower and is the binding obligation
of Borrower, enforceable against Borrower in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and equitable principles relating to
or affecting creditors rights.
 6. Prior Agreement




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7. Release by Borrower
 7.1
    
    FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and
discharges Bank and its present or former employees, officers, directors, agents,
representatives, attorneys, and each of them, from any and all claims, debts, liabilities,
demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of
action, of every type, kind, nature, description or character whatsoever, whether known or
unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner
whatsoever connected with or related to facts, circumstances, issues, controversies or claims
existing or arising from the beginning of time through and including the date of execution of
this Amendment (collectively Released Claims). Without limiting the foregoing, the Released
Claims shall include any and all liabilities or claims arising out of or in any manner
whatsoever connected with or related to the Loan Documents, the Recitals hereto, any
instruments, agreements or documents executed in connection with any of the foregoing or the
origination, negotiation, administration, servicing and/or enforcement of any of the
foregoing.7.2
    
    Intentionally Omitted.7.3
    
    By entering into this release, Borrower recognizes that no facts or representations are ever
absolutely certain and it may hereafter discover facts in addition to or different from those
which it presently knows or believes to be true, but that it is the intention of Borrower
hereby to fully, finally and forever settle and release all matters, disputes and differences,
known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently
discover that any fact that it relied upon in entering into this release was untrue, or that
any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this
release by reason thereof, regardless of any claim of mistake of fact or law or any other
circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not
relied upon any representation or statement made by Bank with respect to the facts underlying
this release or with regard to any of such partys rights or asserted rights.7.4
    
    This release may be pleaded as a full and complete defense and/or as a cross-complaint or
counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted
or attempted in breach of this release. Borrower acknowledges that the release contained
herein constitutes a material inducement to Bank to enter into this Amendment, and that Bank
would not have done so but for Banks expectation that such release is valid and enforceable
in all events.7.5
    
    Borrower hereby represents and warrants to Bank, and Bank is relying thereon, as follows:
 (a)
    
    Except as expressly stated in this Amendment, neither Bank nor any agent, employee or
representative of Bank has made any statement or representation to Borrower regarding any fact
relied upon by Borrower in entering into this Amendment.




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(b)
    
    Borrower has made such investigation of the facts pertaining to this Amendment and all of the
matters appertaining thereto, as it deems necessary.(c)
    
    The terms of this Amendment are contractual and not a mere recital.(d)
    
    This Amendment has been carefully read by Borrower, the contents hereof are known and
understood by Borrower, and this Amendment is signed freely, and without duress, by Borrower.(e)
    
    Borrower represents and warrants that it is the sole and lawful owner of all right, title and
interest in and to every claim and every other matter which it releases herein, and that it
has not heretofore assigned or transferred, or purported to assign or transfer, to any person,
firm or entity any claims or other matters herein released. Borrower shall indemnify Bank,
defend and hold it harmless from and against all claims based upon or arising in connection
with prior assignments or purported assignments or transfers of any claims or matters released
herein.
 8. Integration
 9. Counterparts.
 10. Effectiveness as of March 1, 2007
 11. Governing Law.




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In Witness Whereof,
 BANK
    
    
    
    BORROWERSilicon Valley Bank
    
    
    
    QualMark CorporationBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:QualMark ACG CorporationBy:Name:Title:QualMark Ling CorporationBy:Name:Title: