ASSET PURCHASE AGREEMENT



     AGREEMENT dated November 12, 2004, among QualMark ACG Corporation, a

Colorado corporation ("Purchaser"), QualMark Corporation, a Colorado corporation

("Parent"), and ACG Dynamics, Inc., a Connecticut corporation ("Seller").



     WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to

purchase from Seller, substantially all the assets of Seller, upon the terms

hereinafter set forth; and



     WHEREAS, Purchaser is a wholly-owned subsidiary of Parent, which has agreed

to take some actions on behalf of Purchaser, and which also has some rights and

obligations under this Agreement (Parent and Purchaser are collectively referred

to herein as "QualMark").



     NOW, THEREFORE, in consideration of the covenants set forth herein and in

reliance on the representations and warranties contained herein, the parties

hereto hereby agree as follows:



     Section 1. Purchase and Sale of Assets.



     1.1. Acquired Assets.



          (a) On the Closing Date (as hereinafter defined), Seller shall sell,

assign, transfer and deliver, unto Purchaser, and its successors and assigns

forever, free and clear of all Liens (as defined in Section 5.4 hereof) (other

than rights of third parties under contracts assigned pursuant to this

Agreement), all right, title, interest and claims in or to the business,

properties and assets of Seller or used in Seller's business other than the

Excluded Assets (hereinafter defined), together with the goodwill of Seller, all

as the same shall exist on the date hereof, together with any additions thereto

after the date of this Agreement, (hereinafter sometimes together referred to as

the "Acquired Assets"), including without limitation the following assets:



          (i) all machines, equipment, tools, dies, molds, furniture, fixtures,

     trucks, automobiles, other vehicles, office supplies, and all other

     tangible personal property, including without limitation that property (A)

     described on Schedule l.l(a)(i) hereto, (B) used or dedicated to use in the

     operations of the business of Seller, (C) located at the premises operated

     by Seller (except, with respect to clauses (A) through (C) above, property

     leased by Seller, which shall be delivered at the Closing subject to such

     leases);



          (ii) the contracts, promissory notes, leases of personal property and

     agreements listed on Schedule l.l(a)(ii) hereto, and all other contracts,

     leases, agreements, promissory notes and other evidences of indebtedness to

     Seller (the "Contracts");



          (iii) all intangible assets and all rights, interests and claims of

     Seller in, to or under all intangible assets (including without limitation

     Seller's name and any trademarks, trade names or service marks under which

     Seller has operated, any copyrighted or copyrightable material, patents,

     patent applications, trade secrets, drawings, designs, formulas, customers'

     records, customer lists, supplier lists, pricing information, employee

     records, choses in action, claims), together with any goodwill associated

     with any of the foregoing, and including without limitation the intangible

     assets described on Schedule 1.1(a)(iii) hereto;



          (iv) all inventories, raw materials (including inventories and raw

     materials on order but not received as of the Closing Date),

     work-in-progress, finished goods ("Inventory");

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          (v) all claims, demands, judgments, rights, choses in action, accounts

     receivable, bills and notes receivable, documents, instruments, credits and

     deferred items; and



          (vi) all books, records and files of Seller relating to the business

     and operations of Seller for all periods ending on or before the Closing

     Date.

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