R E C I T A L S

Exhibit 99.3

               FIRST AMENDMENT TO XXXX OF SALE, ASSIGNMENT,
                   ACCEPTANCE AND ASSUMPTION AGREEMENT

This FIRST AMENDMENT is made on January 4, 2007 and effective as of December
29, 2006, to the XXXX OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT,
made, executed and entered into as of December 29, 2006, by and among
Technology Funding Venture Partners V Liquidating Trust (the "Assignor" or the
"Trust") and Technology Funding Ltd., (the "Assignee") or its nominees,
including but not limited to Technology Funding Group, LLC and/or Dakota
Equities, LLC, and Technology Funding Capital Corp. ("TFCC").

                             R E C I T A L S

WHEREAS, the Fair Value for the holdings in Qualmark Inc. were incorrectly
stated in the XXXX OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT
entered into on December 29, 2006, and

WHEREAS, the parties desire to correct this error.

NOW, THEREFORE, the amount to be paid for the shares of Qualmark Inc. shall be
$6,822.

This instrument shall be construed and enforced in accordance with the laws of
the State of Delaware, without regard to conflict of law.

IN WITNESS WHEREOF, the undersigned have executed this First Amendment to the
Xxxx of Sale, Assignment, Acceptance and Assumption Agreement under seal on the
date first above written.

                                    ASSIGNOR
                                    Technology Funding Venture Partners V
                                    Liquidating Trust
                                    By: Technology Funding, Inc. as Trustee


                                    By: /s/ Xxxxxxx X. Xxxxxx, President


                                    ASSIGNEE
                                    Technology Funding Ltd.,


                                    By: /s/ Xxxxxxx X. Xxxxxx, General Partner