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                                                                   EXHIBIT 10.23


 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
   AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                              QUALMARK CORPORATION
                                       BY
                      RESOLUTION OF THE BOARD OF DIRECTORS

The undersigned, being, respectively, the President and Secretary of QualMark
Corporation, a Colorado corporation (the "Corporation"), organized and existing
under the Colorado Business Corporation Act ("CBCA"), DO HEREBY CERTIFY:

That, pursuant to the authority conferred upon the Board of Directors of the
Corporation (the "Board") by the Articles of Incorporation of the Corporation,
said Board, pursuant to a written consent in lieu of a meeting dated March 26,
2002 in accordance with the CBCA, duly adopted the following resolution
providing for the issuance of 1,000 shares of Series C Convertible Preferred
Stock, no par value per share, which resolution remains in full force and effect
on the date hereof:

RESOLVED, that, pursuant to the authority expressly granted to and vested in the
Board of Directors of the Corporation in accordance with the provisions of its
Articles of Incorporation, a series of Preferred Stock of the Corporation be and
hereby is established, consisting of 1,000 shares, no par value per share, to be
designated the "Series C Convertible Preferred Stock" (hereinafter, "Series C
Preferred Stock"); that the Board of Directors be and hereby is authorized to
issue such shares of Series C Preferred Stock from time to time and for such
consideration and on such terms as the Board of Directors shall determine; and
that, subject to the limitations provided by law and by the Articles of
Incorporation, the voting powers, preferences and relative, participating,
optional and other special rights, and qualifications, limitations and
restrictions thereof shall be as follows:

1.       Certain Definitions.

Unless the context otherwise requires, the terms defined in this Section 1 shall
have, for all purposes of this resolution, the meanings herein specified (with
terms defined in the singular having comparable meanings when used in the
plural).


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"BUSINESS DAY" shall mean a day other than a Saturday, a Sunday or any other day
on which banking institutions in Denver, Colorado are authorized or obligated by
law to close.

"COMMON EQUITY" shall mean all shares now or hereafter authorized of any class
of common stock, including the Common Stock, and any other stock of the
Corporation, howsoever designated, authorized after the Initial Issue Date,
which has the right (subject always to prior rights of any class or series of
preferred stock) to participate in the distribution of the assets and earnings
of the Corporation without limit as to per share amount.

"COMMON STOCK" shall mean the common stock, no par value, of the Corporation.

"CONVERSION DATE" shall have the meaning set forth in subparagraph 4.1(b) below.

"DELINQUENT REDEMPTION PRICE" shall mean, with respect to each share of Series C
Preferred Stock, the Redemption Price plus an amount thereon accruing from the
Final Redemption Date at an annual rate equal to the Prime Rate plus 2.75%.

"FINAL REDEMPTION DATE" shall have the meaning set forth in Section 5.1 below.

"INITIAL ISSUE DATE" shall mean the date that shares of Series C Preferred Stock
are first issued by the Corporation.

"INITIAL REDEMPTION DATE" shall have the meaning set forth in Section 5.1 below.

"LIQUIDATION PRICE" shall mean $1,000 per share of Series C Preferred Stock
(adjusted for stock splits, subdivisions, combinations and similar
transactions), plus any accrued but unpaid dividends.

"PARITY STOCK" shall mean any class or series of Capital Stock, however
designated, which is equal to or on parity with the rights and preferences of
the Series C Preferred Stock with respect to the payment of dividends or the
payment of liquidation amounts upon a Dissolution of the Corporation. The Series
A Preferred Stock and the Series B Preferred Stock of the Corporation shall be
Parity Stock.

"PREFERRED STOCK" shall mean any authorized series of Preferred Stock of the
Corporation, including, without limitation the Series C Preferred Stock.

"REDEMPTION DATE" shall mean all or any of the Initial Redemption Date and the
Final Redemption Date.

"REDEMPTION OBLIGATION" shall have the meaning set forth in Section 5.2 below.

"REDEMPTION PRICE" shall mean, with respect to each share of Series C Preferred
Stock, the Series C Initial Purchase Price plus any accumulated but unpaid
dividends.

"SERIES C INITIAL PURCHASE PRICE" shall mean $1,000 per share of Series C
Preferred Stock (adjusted for stock splits, subdivisions, combinations and
similar transactions).

"SUBORDINATE STOCK" shall mean (i) the Common Equity and (ii) any class or
series of capital stock (each, "Capital Stock") of the Corporation, however
designated, which is junior in right to the Series C Preferred Stock, including
without limitation such Capital Stock that is not entitled to receive (x) any
dividends unless all dividends required to have been paid or declared and set
apart for payment on the Series C Preferred Stock shall have been so paid or
declared and set apart for payment or (y) any assets upon a Dissolution until
the Series C Preferred Stock shall have received the entire amount to which such
stock is entitled upon such Dissolution, but shall not include Series A
Preferred Stock or Series B Preferred Stock.

2.       Dividends.

Any time during which any shares of Series C Preferred Stock remain outstanding,
each share (as adjusted for any stock dividends, combinations or splits with
respect to the Series C Preferred Stock) of Series C Preferred Stock shall
accrue dividends at a rate of 8.0% per annum based on the Series C Initial
Purchase Price. All dividends shall be paid quarterly. All dividends earned
during the first year following the Initial Issue Date shall be paid by the
Corporation in kind in shares of Series C Preferred Stock at the then Series C
Conversion Rate (as defined). Thereafter, at the option of the Corporation,
dividends shall be paid in cash or in kind as specified above. In addition, in
the event the Corporation declares, pays or sets apart for payment any dividend
on any Common Equity, whether in cash, property or otherwise (a "Common
Dividend"), each holder of shares of Series C Preferred Stock shall be entitled
to receive a per share dividend (an "Equivalent Common Dividend"), when and as
declared by the Corporation, equal to: (i) the number of shares of Common Equity
on which such Common Dividend is declared into which each share of Series C
Preferred Stock is convertible on the record date, multiplied by (ii) the amount
of cash or property paid, or the number of shares of capital stock issued, per
share of Common Equity as part of such Common Dividend.

3.       Distributions Upon Liquidation, Dissolution or Winding Up.

3.1. THE CORPORATION SHALL DELIVER TO EACH HOLDER OF SERIES C PREFERRED STOCK
NOTICE OF ANY OF THE FOLLOWING: (i) ANY CONSOLIDATION OR MERGER OF THE
CORPORATION WITH OR INTO ANY OTHER CORPORATION OR OTHER ENTITY OR PERSON, OR ANY
OTHER CORPORATE REORGANIZATION, IN WHICH THE STOCKHOLDERS OF THE CORPORATION
IMMEDIATELY PRIOR TO SUCH CONSOLIDATION, MERGER OR REORGANIZATION, OWN LESS THAN
50% OF THE CORPORATION'S VOTING POWER IMMEDIATELY AFTER SUCH CONSOLIDATION,
MERGER OR REORGANIZATION, OR ANY TRANSACTION OR SERIES OF RELATED TRANSACTIONS
IN WHICH IN EXCESS OF 50% OF THE CORPORATION'S VOTING POWER IS TRANSFERRED, (ii)
A SALE,


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LEASE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
CORPORATION; OR (iii) ANY VOLUNTARY OR INVOLUNTARY LIQUIDATION, DISSOLUTION OR
OTHER WINDING UP OF THE AFFAIRS OF THE CORPORATION (EACH A "DISSOLUTION"). THE
NOTICE OF DISSOLUTION SHALL BE DELIVERED AT LEAST THIRTY (30) DAYS PRIOR TO SUCH
EVENT, WHICH NOTICE SHALL STATE ALL MATERIAL FACTS AND COMMON TERMS RELATING TO
SUCH DISSOLUTION, INCLUDING WITHOUT LIMITATION: (x) THE NATURE OF SUCH
DISSOLUTION, INCLUDING WITHOUT LIMITATION THE NATURE, AMOUNT, TERMS AND
CONDITIONS OF PAYMENT TO THE HOLDERS OF SERIES C PREFERRED STOCK AND THE HOLDERS
OF COMMON STOCK IN CONNECTION WITH SUCH DISSOLUTION, (y) THE DATE ON WHICH SUCH
DISSOLUTION SHALL OCCUR AND (z) THE PROCEDURES THAT MUST BE FOLLOWED (AND THE
LATEST DATE THAT SUCH PROCEDURES MUST BE COMPLETED) IN ORDER FOR SUCH HOLDER TO
EFFECT A CONVERSION OF SHARES OF SERIES C PREFERRED STOCK INTO SHARES OF COMMON
STOCK.

3.2. IN THE EVENT OF ANY SUCH DISSOLUTION, BEFORE ANY PAYMENT OR DISTRIBUTION
SHALL BE MADE TO THE HOLDERS OF SUBORDINATE STOCK, THE HOLDERS OF SERIES C
PREFERRED STOCK AND OF ANY PARITY STOCK SHALL BE ENTITLED TO BE PAID OUT OF THE
ASSETS OF THE CORPORATION IN CASH, OR, IF THE CORPORATION DOES NOT HAVE
SUFFICIENT CASH ON HAND TO PAY SUCH AMOUNTS, PROPERTY OF THE CORPORATION AT ITS
FAIR MARKET VALUE AS DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION,
THE LIQUIDATION PRICE PER SHARE OF SERIES C PREFERRED STOCK AND THE AMOUNTS
PAYABLE UPON ANY SUCH DISSOLUTION WITH RESPECT OF ANY PARITY STOCK.

3.3. IF, UPON ANY SUCH DISSOLUTION, THE ASSETS OF THE CORPORATION SHALL BE
INSUFFICIENT TO PERMIT THE PAYMENT IN FULL OF THE LIQUIDATION PRICE FOR EACH
SHARE OF THE SERIES C PREFERRED STOCK AND ANY AMOUNTS PAYABLE WITH RESPECT OF
ANY PARITY STOCK, THEN THE ASSETS OF THE CORPORATION SHALL BE DISTRIBUTED
RATABLY AMONG THE HOLDERS OF SERIES C PREFERRED STOCK AND OF ANY PARITY STOCK IN
PROPORTION TO THE FULL AMOUNTS TO WHICH THEY WOULD OTHERWISE BE RESPECTIVELY
ENTITLED IF ALL AMOUNTS THEREON WERE PAID IN FULL.

3.4. IF, AFTER PAYMENT IN FULL OF THE LIQUIDATION PRICE FOR EACH SHARE OF SERIES
C PREFERRED STOCK AND ANY PARITY STOCK, THERE REMAIN ASSETS AVAILABLE FOR
DISTRIBUTION TO THE CORPORATION'S SHAREHOLDERS, THE REMAINING ASSETS SHALL BE
DISTRIBUTED PRO RATA AMONG THE HOLDERS OF THE CORPORATION'S COMMON STOCK, THE
SERIES C PREFERRED STOCK AND ANY OTHER CAPITAL STOCK OF THE CORPORATION ENTITLED
TO RECEIVE A PORTION OF SUCH ASSETS UPON A DISSOLUTION (BASED ON THE NUMBER OF
SHARES OF COMMON STOCK THAT WOULD HAVE BEEN ISSUED FOR EACH SHARE OF PREFERRED
STOCK IMMEDIATELY PRIOR TO SUCH DISSOLUTION).

4.       Conversion Rights.

4.1. CONVERSION AT THE OPTION OF THE HOLDER. THE HOLDERS OF SERIES C PREFERRED
STOCK SHALL HAVE THE RIGHT, AT THEIR OPTION, TO CONVERT EACH SHARE OF SERIES C
PREFERRED STOCK HELD BY SUCH HOLDER INTO SHARES OF COMMON STOCK AT ANY TIME AND
FROM TIME TO TIME ON THE FOLLOWING TERMS AND CONDITIONS:

     (a) Each share of Series C Preferred Stock shall be converted at the option
of the holder thereof, without the payment of additional consideration, into
such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing the Series C Initial Purchase Price by the Series C
Conversion Rate (as defined below) in effect at the time of conversion. For
purposes of this section, the "Series C Conversion Rate" shall initially be
$0.6454 and shall be subject to adjustment as provided in Section 4.2 below.

     (b) To convert Series C Preferred Stock in accordance with this paragraph
4.1, a holder must (i) surrender the certificate or certificates evidencing the
shares of Series C Preferred Stock to be converted, duly endorsed in a form
satisfactory to the Corporation, at the office of the Corporation or transfer
agent for the Series C Preferred Stock; (ii) notify the Corporation at such
office that it elects to convert Series C Preferred Stock, and the number of
shares it wishes to convert; (iii) state in writing the name or names in which
it wishes the certificate or certificates for shares of Common Stock to be
issued, and (iv) pay any transfer or similar tax with respect to the transfer of
the shares of Series C Preferred Stock converted, if required. The date on which
the holder satisfies the foregoing requirements shall be the "Conversion Date."
As soon as practical but in any event within five Business Days of the
Conversion Date, the Corporation shall deliver a certificate for the number of
shares of Common Stock issuable upon the conversion, a check for the amount
payable in respect of any fractional share pursuant to subparagraph 4.1(c) and a
new certificate representing the unconverted portion, if any, of the shares of
Series C Preferred Stock represented by the certificate or certificates
surrendered for conversion. The person in whose name the Common Stock
certificate is registered shall be treated as the stockholder of record on and
after the Conversion Date. Adjustment (or cash payment, if applicable) shall be
made for accrued and unpaid dividends, as of the Conversion Date, on converted
shares of Series C Preferred Stock.

     (c) The Corporation will not issue a fractional share of Common Stock upon
conversion of Series C Preferred Stock. Instead the Corporation will deliver its
check in an amount equal to the applicable fraction multiplied by the fair
market value of the Common Stock (subject to adjustment for stock splits,
subdivisions, combinations or other similar transactions).

     (d) Upon conversion pursuant to this Section 4.1, the rights of the holders
of converted Series C Preferred Stock with respect to the shares of Series C
Preferred Stock so converted shall cease.


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4.2. CERTAIN MATTERS WITH RESPECT TO CONVERSION.

     (a) The Corporation has reserved and shall continue to reserve out of its
authorized but unissued Common Stock or its Common Stock held in treasury enough
shares of Common Stock to permit the conversion of the Series C Preferred Stock
in full. All shares of Common Stock which may be issued upon conversion of
Series C Preferred Stock shall be duly authorized, validly issued, fully paid
and nonassessable.

     (b) The Series C Conversion Rate shall be subject to adjustment as follows:

                  (1) If the Company's shareholders do not vote to approve the
plan of financing set forth in the Company's proxy statement for the annual
meeting of shareholders to be held May 10, 2002, or if for any reason prior to
the conversion of the Series C Preferred Stock the Company's Common Stock is not
listed on The Nasdaq SmallCap Market, the Series C Conversion Rate shall be
$0.5993 (subject to adjustment pursuant to the remaining paragraphs of this
Section 4.2(b)).

                  (2) In case the Corporation shall (i) pay a dividend or make a
distribution on its Common Equity in shares of Common Equity of the Corporation,
(ii) subdivide or split its outstanding Common Equity, or (iii) combine the
outstanding Common Equity into a smaller number of shares, the Series C
Conversion Rate following the effective date of such event shall be equal to the
product of the Series C Conversion Rate in effect immediately prior to such
adjustment multiplied by a fraction, the denominator of which is the number of
shares of Common Equity outstanding immediately after such event and the
numerator of which is the number of shares outstanding immediately prior to such
event.

                  (3) In the event the Corporation at any time or from time to
time shall make or issue, or fix a record date for the determination of holders
of Common Equity entitled to receive a dividend or other distribution payable in
securities of the Corporation other than shares of Common Equity, then and in
each such event provision shall be made so that the holders of Series C
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of securities of the
Corporation that they each would have received had the Series C Preferred Stock
been converted into Common Stock on the date of such event and had they each
thereafter, during the period from the date of such event to and including the
conversion date, retained such securities receivable by them as aforesaid during
such period, giving application to all adjustments called for during such period
under this section with respect to the rights of the holders of Series C
Preferred Stock; provided, however, that no such adjustment shall be made if the
holders of Series C Preferred Stock simultaneously receive a dividend or other
distribution of such securities as they would have received if all outstanding
shares of Series C Preferred Stock had been converted into Common Stock on the
date of such event.

                  (4) If Common Stock issuable upon the conversion of Series C
Preferred Stock shall be changed into the same or a different number of shares
of any class or classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, or sale of assets provided for below), then and in each such
event the holder of each such share of Series C Preferred Stock shall have the
right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification, or other change, by holders of the number of shares of Common
Stock into which such share of Series C Preferred Stock might have been
converted immediately prior to such reorganization, reclassification, or change,
all subject to further adjustment as provided herein.

     (c) Whenever the number of shares of Common Stock into which each share of
Series C Preferred Stock is convertible is adjusted, the Corporation shall
promptly mail to holders of the Series C Preferred Stock, first class, postage
prepaid, a notice of the adjustment.

     The Corporation shall file with the transfer agent, if any, for the Series
C Preferred Stock a certificate from the Corporation's independent public
accountants briefly stating the facts requiring the adjustment and the manner of
computing it. The certificate shall be conclusive evidence that the adjustment
is correct.

     (d) The adjustments herein provided for shall be made successively when the
event giving rise to such adjustment occurs and shall become effective
immediately following the record date for any event for which a record date is
designated and on the effective date for any other event.

     (e) Shares of Series C Preferred Stock that have been converted as provided
herein shall revert to the status of authorized but unissued shares of Preferred
Stock.

     (f) For purposes of any computation of the number of shares of Common Stock
outstanding, such computation shall be made assuming conversion of all then
outstanding shares of Preferred Stock and all outstanding currently exercisable
warrants and vested options.

     (g) No adjustment in the number of shares of Common Stock into which each
share of Series C Preferred Stock is convertible need be made unless the
adjustment would require an increase of at least one-half of one percent (.5%)
in the number of shares of Common Stock into which each share of Series C
Preferred Stock is convertible. Any


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adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 4.2 shall be made
to the nearest cent or to the nearest 1/100th of a share, as the case may be.

     (h) In any case in which this Section 4.2 shall require that an adjustment
as a result of any event become effective from and after a record date, the
Corporation may elect to defer until after the occurrence of such event (a) the
issuance to the holder of any shares of Preferred Stock converted after such
record date and before the occurrence of such event of the additional shares of
Common Stock issuable upon such conversion over and above the shares issuable
immediately prior to adjustment; and (b) the delivery of a check for any
remaining fractional shares as provided in Section 4.1(c) above.

     (i) Any determination that the Corporation or its Board of Directors must
make pursuant to this Section 4.2 shall be conclusive (unless there is a mistake
brought to the attention of the Board of Directors, in which case such mistake
shall be corrected). Whenever the Corporation or its Board of Directors shall be
required to make a determination under this Section 4.2, such determination
shall be made in good faith.

5.       Redemption by the Corporation.

5.1. TO THE EXTENT THE CORPORATION SHALL HAVE FUNDS LEGALLY AVAILABLE FOR SUCH
PAYMENT, THE CORPORATION SHALL REDEEM, AT THE OPTION OF EACH HOLDER OF SHARES OF
SERIES C PREFERRED STOCK, ON ANY DATE AFTER APRIL 1, 2007 (THE "INITIAL
REDEMPTION DATE"), THE THEN OUTSTANDING SHARES OF SERIES C PREFERRED STOCK OF
EACH HOLDER AT THE REDEMPTION PRICE. IF THE CORPORATION IS UNABLE TO REDEEM ALL
SHARES OF SERIES C PREFERRED STOCK PRESENTED FOR REDEMPTION BY THE HOLDERS
THEREOF AT THE INITIAL REDEMPTION DATE, THE CORPORATION MAY REDEEM ONE-HALF OF
THE TOTAL NUMBER OF SHARES OF SERIES C PREFERRED STOCK REQUESTED TO BE REDEEMED
AT SUCH DATE BY THE HOLDERS THEREOF AT THE REDEMPTION PRICE AND REDEEM THE
REMAINING ONE-HALF OF THE TOTAL NUMBER OF SHARES OF SERIES C PREFERRED STOCK AT
THE REDEMPTION PRICE ON THE SIX MONTH ANNIVERSARY OF THE INITIAL REDEMPTION DATE
(THE "FINAL REDEMPTION DATE").

5.2. IF ON THE FINAL REDEMPTION DATE THE CORPORATION IS UNABLE TO REDEEM ALL
OUTSTANDING SHARES OF SERIES C PREFERRED STOCK REQUIRED TO BE REDEEMED ON SUCH
DATE PURSUANT TO SECTION 5(a) (THE "REDEMPTION OBLIGATION"), THE CORPORATION
SHALL REDEEM ON SUCH FINAL REDEMPTION DATE THE NUMBER OF SHARES OF SERIES C
PREFERRED STOCK THAT IT IS ABLE TO REDEEM, RATABLY AMONG THE HOLDERS OF SERIES C
PREFERRED STOCK IN PROPORTION TO THE FULL AMOUNTS TO WHICH THEY WOULD OTHERWISE
BE RESPECTIVELY ENTITLED IF ALL SHARES OF SERIES C PREFERRED STOCK REQUIRED TO
BE REDEEMED ON SUCH DATE WERE REDEEMED. IN SUCH A CASE, THE REMAINDER OF THE
REDEMPTION PRICE PAYABLE BUT NOT PAID AT SUCH FINAL REDEMPTION DATE SHALL, AT
THE OPTION OF THE HOLDERS OF THE SERIES C PREFERRED STOCK, BE CONVERTED INTO A
DEBT OBLIGATION OF THE CORPORATION, EVIDENCED BY A PROMISSORY NOTE IN A FORM
ACCEPTABLE TO THE HOLDERS OF SERIES C PREFERRED STOCK TO PAY THE DELINQUENT
REDEMPTION PRICE AND SHALL BE DISCHARGED AS SOON AS THE CORPORATION IS ABLE TO
DISCHARGE SUCH DELINQUENT REDEMPTION PRICE OUT OF FUNDS LEGALLY AVAILABLE
THEREFOR. IF AND SO LONG AS ANY REDEMPTION OBLIGATION (OR ANY OBLIGATION IN
RESPECT OF THE DELINQUENT REDEMPTION PRICE) WITH RESPECT TO THE SERIES C
PREFERRED STOCK SHALL NOT BE FULLY DISCHARGED AND PAID, THE CORPORATION SHALL
NOT DECLARE OR PAY ANY DIVIDEND OR MAKE ANY DISTRIBUTION ON, OR, DIRECTLY OR
INDIRECTLY, PURCHASE, REDEEM OR SATISFY ANY MANDATORY REDEMPTION, SINKING FUND
OR OTHER SIMILAR OBLIGATION IN RESPECT OF THE SUBORDINATE STOCK (OTHER THAN
REPURCHASES OF SHARES OF SUBORDINATE STOCK IN ACCORDANCE WITH THE TERMS OF
RESTRICTED STOCK VESTING AGREEMENTS WITH EMPLOYEES OF THE CORPORATION APPROVED
BY THE BOARD OF DIRECTORS PRIOR TO SUCH FINAL REDEMPTION DATE).

5.3. SHARES OF SERIES C PREFERRED STOCK THAT HAVE BEEN REACQUIRED IN ANY MANNER,
INCLUDING AS A RESULT OF REDEMPTION, SHALL REVERT TO THE STATUS OF AUTHORIZED
AND UNISSUED SHARES OF PREFERRED STOCK.

5.4. NOTICE OF ANY REDEMPTION SHALL BE SENT BY THE HOLDERS OF THE SERIES C
PREFERRED STOCK REQUESTING REDEMPTION NOT MORE THAN 60 DAYS NOR LESS THAN 20
DAYS PRIOR TO THE DATE UPON WHICH SUCH REDEMPTION IS REQUESTED, BY FIRST CLASS
MAIL, POSTAGE PREPAID, TO THE SECRETARY OF THE CORPORATION.

6.       Voting Rights.

EXCEPT AS OTHERWISE REQUIRED BY LAW, EACH SHARE OF SERIES C PREFERRED STOCK
ISSUED AND OUTSTANDING SHALL HAVE THE RIGHT TO VOTE ON ALL MATTERS PRESENTED TO
THE HOLDERS OF THE COMMON STOCK FOR VOTE, IN THE NUMBER OF VOTES EQUAL AT ANY
TIME TO THE NUMBER OF SHARES OF COMMON STOCK INTO WHICH EACH SHARE OF SERIES C
PREFERRED STOCK WOULD THEN BE CONVERTIBLE, AND THE HOLDERS OF THE SERIES C
PREFERRED STOCK SHALL VOTE WITH THE HOLDERS OF THE COMMON STOCK AS A SINGLE
CLASS.

7.       Exclusion of Other Rights.

EXCEPT AS MAY OTHERWISE BE REQUIRED BY LAW, THE SHARES OF SERIES C PREFERRED
STOCK SHALL NOT HAVE ANY VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS, OTHER THAN THOSE SPECIFICALLY SET FORTH IN
THIS RESOLUTION (AS SUCH RESOLUTION MAY BE AMENDED FROM TIME TO TIME) AND IN THE
ARTICLES OF INCORPORATION OF THE CORPORATION.


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8.       Headings of Subdivisions.

THE HEADINGS OF THE VARIOUS SUBDIVISIONS HEREOF ARE FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF ANY OF THE PROVISIONS HEREOF.

9.       Severability of Provisions.

IF ANY VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS OF THE SERIES C PREFERRED STOCK AND QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS THEREOF SET FORTH IN THIS RESOLUTION (AS SUCH
RESOLUTION MAY BE AMENDED FROM TIME TO TIME) IS INVALID, UNLAWFUL OR INCAPABLE
OF BEING ENFORCED BY REASON OF ANY RULE OF LAW OR PUBLIC POLICY, ALL OTHER
VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER
SPECIAL RIGHTS OF SERIES C PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF SET FORTH IN THIS RESOLUTION (AS SO AMENDED) WHICH CAN BE
GIVEN EFFECT WITHOUT THE INVALID, UNLAWFUL OR UNENFORCEABLE VOTING POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF
SERIES C PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS
THEREOF SHALL, NEVERTHELESS, REMAIN IN FULL FORCE AND EFFECT, AND NO VOTING
POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS OF SERIES C PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF HEREIN SET FORTH SHALL BE DEEMED DEPENDENT UPON ANY OTHER
SUCH VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF SERIES C PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF UNLESS SO EXPRESSED HEREIN.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be duly
executed by an authorized officer and attested by its Secretary, this 26th day
of March, 2002.

                                                QUALMARK CORPORATION


                                                By:      /s/ Charles Johnston
                                                   -----------------------------


                                                Name: Charles Johnston


                                                Title: President








                                                Attest:





                                                  /s/ Anthony Scalese
                                                --------------------------------


                                                Name: Anthony Scalese


                                                Title: Secretary