First Amendment To Trust Deed

EXHIBIT 10.37 ================================================================================
[space above this line for Recorder]


Recording Requested By, and LINE OF CREDIT INSTRUMENT - --------------------------- After Recording, Please Return To: This instrument secures indebtedness to be advanced by - --------------------------------- Beneficiary under an Accounts Financing Agreement (the
"Financing Agreement"). The maximum amount to be advanced Bruce G. Berning by Beneficiary pursuant to the Financing Agreement is Tonkon, Torp, Galen, Marmaduke & Booth $6,000,000. The current term of the Financing Agreement 1600 Pioneer Tower expires July 31, 1998, but is subject to renewal thereafter. 888 SW Fifth Avenue Portland, OR 97204-2099


FIRST AMENDMENT TO
TRUST DEED, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT, AND FIXTURE FILING
(LINE OF CREDIT INSTRUMENT)


THIS FIRST AMENDMENT TO TRUST DEED, ASSIGNMENT OF RENTS, SECURITY AGREEMENT, AND FIXTURE FILING (this "Amendment"), dated as of January 7, 1996, amends the Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing dated as of January 9, 1996 and recorded in the real property records of Snohomish County, Washington on March 26, 1996 as instrument number 9603260342 in Volume 3140, Pages 2877 through 2887 and affecting the property described in Exhibit A (the "Trust Deed"). The Trust Deed was made by CARVER CORPORATION, A Washington corporation whose address is 20121 48th Avenue West, Lynnwood, Washington 98036 ("Grantor"), to CHICAGO TITLE INSURANCE COMPANY, having its address at 19725 40th Avenue West, Suite A, Lynnwood, Washington 98036 ("Trustee"), for the benefit of CONGRESS FINANCIAL CORPORATION (NORTHWEST), having its office at 101 SW Main Street, Suite 725, Portland, Oregon 97204 ("Beneficiary"). All capitalized terms that are not defined in this Amendment have the meanings ...