SERIES C PREFERRED STOCK PURCHASE AGREEMENT



                              QUALMARK CORPORATION



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                            SERIES C PREFERRED STOCK

                               PURCHASE AGREEMENT



         This Series C Preferred Stock Purchase Agreement (the "Agreement") is

made and entered into as of the 27th day of March, 2002, by and between QUALMARK

CORPORATION, a Colorado corporation (the "Company"), and THE ROSER PARTNERSHIP

III, SBIC, LP, a Colorado limited partnership ("Purchaser").



                                    RECITALS



         A. The Company has authorized the issuance and sale of a total of 1,000

shares of Series C Convertible Preferred Stock of the Company, no par value per

share (the "Series C Shares"), and a warrant to purchase a certain number of

shares of Common Stock of the Company, no par value per share (the "Common

Stock"), pursuant to the form of warrant attached as Exhibit A hereto (the

"Warrant"), and has reserved a sufficient number of shares of Common Stock for

issuance upon conversion of the Series C Shares and upon exercise of the

Warrant.



         B. Purchaser currently owns 571,013 shares of Series A Convertible

Preferred Stock of the Company, no par value per share (the "Series A Shares"),

and additional warrants to purchase 139,535 shares of Common Stock (the "Prior

Warrants").



         C. As an inducement to Purchaser to enter into this Agreement and to

acquire the Series C Shares, the Company and Purchaser shall enter into an

agreement and plan of recapitalization (the "Exchange Agreement") providing for

the exchange of each of the Series A Shares held by Purchaser for one share of a



new series of preferred stock, Series B Convertible Preferred Stock (the "Series

B Shares"), of the Company.



         D. The Company desires to sell the Series C Shares and the Warrant to

Purchaser, and Purchaser desires to purchase the Series C Shares and the

Warrant, pursuant to the terms and conditions contained herein.



                                    AGREEMENT



         NOW THEREFORE, in consideration of the mutual covenants, agreements,

conditions, representations, and warranties contained in this Agreement, the

Company and Purchaser hereby each agree as follows:



SECTION 1. PURCHASE AND SALE.



         1.1 AUTHORIZATION OF SHARES. On or prior to the Closing (as defined in

Section 2 below), the Company shall have authorized (i) the sale and issuance to

Purchaser of the Series C Shares and the Warrant; (ii) such shares of Common

Stock issuable upon conversion of the Series C Shares and the Series B Shares

and upon exercise of the Warrant (the "Conversion Shares"); and (iii) the

exchange of the Series A Shares for the Series B Shares pursuant to the terms of

the Exchange Agreement. The Series C Shares and the Series B Shares shall have

the rights,







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preferences, privileges and restrictions set forth in the Certificates of

Designation of the Company for each series, in the forms attached hereto as

Exhibit B and Exhibit C (the "Certificates of Designation"). Collectively, the

Series C Shares, the Series B Shares and the Conversion Shares are referred to

as the "Shares".



         1.2 SALE AND PURCHASE. Subject to the terms and conditions hereof, at

the Closing (as described in Section 2 hereof) the Company hereby agrees to

issue and sell to Purchaser, and Purchaser agrees to purchase from the Company,

1,000 Series C Shares and the Warrant, at the purchase price of $1,000.00 per

share for the Series C Shares.



SECTION 2. CLOSING.



         The closing of the sale and purchase of the Series C Shares and the

Warrant under this Agreement (the "Closing") shall take place at 9:00 a.m. on

the date hereof, at the offices of Faegre & Benson LLP, 1900 15th Street,

Boulder Colorado 80302, or at such other time or place as the Company and

Purchaser may mutually agree (such date is hereinafter referred to as the

"Closing Date"). At the Closing, subject to the terms and conditions hereof, the

Company will deliver to Purchaser certificates representing the Series C Shares

and the Warrant to be purchased at the Closing by Purchaser against payment of

the purchase price therefor by check or wire transfer made payable to the order

of the Company.



SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



         Except as set forth on the Disclosure Schedule attached hereto as

Exhibit D, the Company hereby represents and warrants to Purchaser as follows:



         3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a

corporation duly organized, validly existing and in good standing under the laws

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