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                             QUALMARK CORPORATION

                            1996 STOCK OPTION PLAN

                        (AMENDED AS OF MARCH 6, 1997)

I.    PURPOSE

    The QUALMARK CORPORATION 1996 STOCK OPTION PLAN ("Plan") provides for the 
grant of Stock Options to employees, directors and consultants of QUALMARK 
Corporation (the "Company"), and such of its subsidiaries (as defined in 
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") 
as the Board of Directors of the Company (the "Board") shall from time to 
time designate ("Participating Subsidiaries") in order to advance the 
interests of the Company and its Participating Subsidiaries through the 
motivation, attraction and retention of key personnel.

II.   INCENTIVE STOCK OPTIONS AND NON-INCENTIVE STOCK OPTIONS

    The Stock Options granted under the Plan may be either:

         a)   Incentive Stock Options ("ISOs") which are intended to be
    "Incentive Stock Options" as that term is defined in Section 422 of the
    Code; or

         b)   Nonstatutory Stock Options ("NSOs") which are intended to be
    options that do not qualify as "Incentive Stock Options" under Section 422
    of the Code.

All Stock Options shall be ISOs unless the Option Agreement clearly 
designates the Stock Options granted thereunder, or a specified portion 
thereof, as NSOs. Subject to the other provisions of the Plan, a Participant 
may receive ISOs and NSOs at the same time, provided that the ISOs and NSOs 
are clearly designated as such, and the exercise of one does not affect the 
exercise of the other.

    Except as otherwise expressly provided herein, all of the provisions and 
requirements of the Plan relating to Stock Options shall apply to ISOs and 
NSOs.

III.  ADMINISTRATION

    This Plan shall be administered by the Board or by a committee composed 
solely of two or more directors ("Committee") each of whom is a Non-Employee 
Director.  The Committee or the Board of Directors, as the case may be, shall 
have full authority to administer this Plan, including authority to interpret 
and construe any provision of this Plan and any Stock Options granted 
hereunder, and to adopt such rules and regulations for administering this 
Plan as it may deem necessary in order to comply with the requirements of the 
Code or in order that Stock Options that are intended to be ISOs will be 
classified as 

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incentive stock options under the Code, or in order to conform to any 
regulation or to any change in any law or regulation applicable thereto.  The 
Board of Directors may reserve to itself any of the authority granted to the 
Committee as set forth herein, and it may perform and discharge all of the 
functions and responsibilities of the Committee at any time that a duly 
constituted Committee is not appointed and serving.  All references in this 
Plan to the "Committee" shall be deemed to refer to the Board of Directors 
whenever the Board is discharging the powers and responsibilities of the 
Committee, and to any special committee appointed by the Board to administer 
particular aspects of this Plan. 

    All actions taken and all interpretations and determinations made by the 
Board or Committee in good faith (including determinations of Fair Market 
Value) shall be final and binding upon all Participants, the Company and all 
other interested persons.  No member of the Board or Committee shall be 
personally liable for any action, determination or interpretation made in 
good faith with respect to the Plan, and all members of the Board and 
Committee shall, in addition to their rights as directors, be fully protected 
by the Company with respect to any such action, determination or 
interpretation.  Rule 16b-3 under the Securities Exchange Act of 1934 (the 
"Exchange Act") provides that the grant of a stock option to a director or 
officer of a company will be exempt from the provisions of Section 16(b) of 
the Act if the conditions set forth in said Rule are satisfied.  Unless 
otherwise specified by the Board or Committee, grants of Stock Options 
hereunder to individuals who are officers or directors of the Company shall 
be made in a manner that satisfies the conditions of said Rule.

IV.   DEFINITIONS

    4.1. "STOCK OPTION."  A Stock Option is the right granted under the Plan 
to an Employee, director, or consultant to purchase, at such time or times 
and at such price or prices ("Option Price") as are determined by the Board 
or Committee, the number of shares of Common Stock determined by the Board or 
Committee.

    4.2. "COMMON STOCK."  A share of Common Stock means a share of authorized 
but unissued or reacquired common stock of the Company.

    4.3. "FAIR MARKET VALUE."  If the Common Stock is traded publicly, the 
Fair Market Value of a share of Common Stock on any date shall be the average 
of the representative closing bid and asked prices, as quoted by the National 
Association of Securities Dealers through NASDAQ (its automated system for 
reporting quotes), for the date in question, or, if the Common Stock is 
listed on the NASDAQ National Market System or is listed on a national stock 
exchange, the officially quoted closing price on NASDAQ or such exchange, as 
the case may be, on the date in question.  If the Common Stock is not traded 
publicly, the Fair Market Value of a share of Common Stock on any date shall 
be determined in good faith by the Board of Directors or the Board or 
Committee after such consultations with outside legal, accounting and other 
experts as the Board of Directors or the Committee may deem advisable, and 
the 

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Board of Directors or the Committee shall maintain a written record of its 
method of determining such value.  

    4.4. "EMPLOYEE."  An Employee is an employee of the Company or any 
Participating Subsidiary.

    4.5. "PARTICIPANT."  A Participant is an Employee, director or consultant 
to whom a Stock Option is granted.

    4.6. "NON-EMPLOYEE DIRECTOR."  A Non-Employee Director is a person who 
satisfies the definition of a "non-employee director" set forth in Rule 16b-3 
under the Exchange Act or any successor rule or regulation, as it may be 
amended from time to time.

    4.7  "CORPORATE TRANSACTION."  "Corporate Transaction" shall mean one or 
more of the following transactions: (i) a merger or acquisition in which the 
Company is not the surviving entity, except for a transaction the principal 
purpose of which is to change the State of the Company's incorporation and 
except for merger of the Company into any of its wholly owned subsidiaries; 
(ii) the sale, transfer or other disposition of all or substantially all of 
the Company's assets; or (iii) the transfer of shares of the Company 
representing more than 50% of the total combined voting power of all Company 
shares in one or more related transactions to a person or persons acting as a 
group for voting purposes. 

V.    ELIGIBILITY AND PARTICIPATION

    Grants of ISOs and NSOs may be made to Employees of the Company or any 
Participating Subsidiary.  Grants of NSOs may be made to directors of or 
consultants to the Company or any Participating Subsidiary.  Any director of 
the Company or of a Participating Subsidiary who is also an Employee shall 
also be eligible to receive ISOs.  The Committee shall from time to time 
determine the Participants to whom Stock Options shall be granted, the number 
of shares of Common Stock subject to each Stock Option to be granted to each 
such Participant, the Option Price of such Stock Options, all as provided in 
this Plan.  The Option Price of an NSO shall be determined by the Committee, 
but shall be at least 85% of the Fair Market Value on the date the NSO is 
granted. The Option Price of any ISO shall be not less than the Fair Market 
Value of a share of Common Stock on the date on which the Stock Option is 
granted. If an ISO is granted to an Employee who then owns stock possessing 
more than 10% of the total combined voting power of all classes of stock of 
the Company or any parent or subsidiary corporation of the Company, the 
Option Price of such ISO shall be at least 110% of the Fair Market Value of 
the Common Stock subject to the ISO at the time such ISOs are granted, and 
such ISO shall not be exercisable after five years after the date on which it 
was granted.  Each Stock Option shall be evidenced by a written agreement 
("Option Agreement") containing such terms and provisions as the Committee 
may determine, subject to the provisions of this Plan. 

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VI.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN

    6.1. MAXIMUM NUMBER.  The maximum aggregate number of shares of Common 
Stock that may be made subject to Stock Options shall be 415,000 authorized 
but unissued shares (post 3 for 2 stock split).  The aggregate Fair Market 
Value (determined as of the time the ISO is granted) of the stock as to all 
ISOs granted to an individual which may first become exercisable in a 
particular calendar year may not exceed $100,000.  If any shares of Common 
Stock subject to Stock Options are not purchased or otherwise paid for before 
such Stock Options expire, such shares may again be made subject to Stock 
Options.

    6.2. CAPITAL CHANGES.  In the event any changes are made to the shares of 
Common Stock (whether by reason of reorganization, recapitalization, stock 
dividend, stock split, combination of shares, exchange of shares, change in 
corporate structure or otherwise), appropriate adjustments shall be made in: 
(i) the number of shares of Common Stock theretofore made subject to Stock 
Options, and in the Option Price of said shares; and (ii) the aggregate 
number of shares which may be made subject to Stock Options in the future.  
If any of the foregoing adjustments shall result in a fractional share, the 
fraction shall be disregarded, and the Company shall have no obligation to 
make any cash or other payment with respect to such a fractional share.

VII.  EXERCISE OF STOCK OPTIONS

    7.1  TIME OF EXERCISE.  Subject to the provisions of the Plan, the 
Committee, in its discretion, shall determine the time when a Stock Option, 
or a portion of a Stock Option, shall become exercisable, and the time when a 
Stock Option, or a portion of a Stock Option, shall expire.  Such time or 
times shall be set forth in the Option Agreement evidencing such Stock 
Options.  A Stock Option  shall expire, to the extent not exercised, no later 
than the tenth anniversary of the date on which it was granted.  The 
Committee may accelerate the vesting of any Participant's Stock Option by 
giving written notice to the Participant.  Upon receipt of such notice, the 
Participant and the Company shall amend the Option Agreement to reflect the 
new vesting schedule.  The acceleration of the exercise period of a Stock 
Option shall not affect the expiration date of that Stock Option.  

    7.2  EXCHANGE OF OUTSTANDING STOCK.  The Committee, in its sole 
discretion, may permit a Participant to surrender to the Company shares of 
the Common Stock previously acquired by the Participant as part of full 
payment for the exercise of a Stock Option.  Such surrendered shares shall be 
valued at their Fair Market Value on the date of exercise.  

    7.3. USE OF PROMISSORY NOTE; EXERCISE LOANS.  The Committee may, in its 
sole discretion, impose terms and conditions, including conditions relating 
to the manner and timing of payments, on the exercise of Stock Options.  Such 
terms and conditions may include, but are not limited to, permitting a 
Participant to deliver to the Company his promissory note as full or partial 
payment for the exercise of a Stock Option.  The Committee, in its sole 

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discretion, may authorize the Company to make a loan to a Participant in 
connection with the exercise of Stock Options, or authorize the Company to 
arrange or guarantee loans to a Participant by a third party.

    7.4. TERMINATION OF EMPLOYMENT BEFORE EXERCISE.  If the employment of a 
Participant who was an employee of the Company or a Participating Subsidiary 
when the Stock Option was granted shall terminate for any reason other than 
the Participant's death or disability, any Stock Options granted to the 
Participant, to the extent then exercisable under the applicable Option 
Agreement(s), shall remain exercisable after the termination of his 
employment for a period of three months (but not later than the specified 
expiration date).  If the Participant's employment is terminated because the 
Participant is disabled within the meaning of Section 22(e)(3) of the Code, 
any Stock Option granted to the Participant, to the extent then exercisable 
under the applicable Option Agreement(s), shall remain exercisable after the 
termination of his employment for a period of twelve months (but not later 
than the specified expiration date).  If the Participant dies while employed 
by the Company or a Participating Subsidiary, or during the three-month or 
twelve-month periods referred to above, his Stock Options may be exercised to 
the extent that they were exercisable on the date of cessation of his 
employment by his estate, or duly appointed representative, or beneficiary 
who acquires the Stock Options by will or by the laws of descent and 
distribution, but no further installments of his Stock Options will become 
exercisable and each of his Stock Options shall terminate on the first 
anniversary of the date of his death (but not later than the specified 
expiration dates).  If a Stock Option is not exercised during the applicable 
period, it shall be deemed to have been forfeited and of no further force or 
effect.

    7.5. DISPOSITION OF FORFEITED STOCK OPTIONS.  Any shares of Common Stock 
subject to Stock Options forfeited by a Participant shall not thereafter be 
eligible for purchase by the Participant, but may be made subject to Stock 
Options granted to other Participants.

VIII. NO CONTRACT OF EMPLOYMENT

    Nothing in this Plan shall confer upon the Participant the right to 
continue in the employ of the Company, or any Participating Subsidiary, nor 
shall it interfere in any way with the right of the Company, or any such 
Participating Subsidiary, to discharge the Participant at any time for any 
reason whatsoever, with or without cause.  Nothing in this Article VIII shall 
affect any rights or obligations of the Company or any Participant under any 
written contract of employment.

IX.   NO RIGHTS AS A STOCKHOLDER

    A Participant shall have no rights as a stockholder with respect to any 
shares of Common Stock subject to a Stock Option.  Except as provided in 
Section 6.2, no adjustment shall be made in the number of shares of Common 
Stock issued to a Participant, or in any other rights of the Participant upon 
exercise of a Stock Option by reason of any dividend, 

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distribution or other right granted to stockholders for which the record date 
is prior to the date of exercise of the Participant's Stock Option.

X.    ASSIGNABILITY

    No Stock Option granted under this Plan, nor any other rights acquired by 
Participant under this Plan, shall be assignable or transferable by a 
Participant, other than by will or the laws of descent and distribution, and 
Stock Options issued to a Participant are exercisable during his lifetime 
only by him.  Notwithstanding the preceding sentence, the Committee may, in 
its sole discretion, permit the assignment or transfer of an NSO and the 
exercise thereof by a person other than a Participant, on such terms and 
conditions as the Committee in its sole discretion may determine.  Any such 
terms shall be set forth in the Option Agreement.  In the event of a 
Participant's death, the Stock Option may be exercised by the Personal 
Representative of the Participant's estate or by the successor or successors 
in interest determined under the Participant's will or under the applicable 
laws of descent and distribution. The terms of any rights under this Plan in 
the hands of a transferee or assignee shall be determined as if held by the 
Participant and shall be of no greater extent or term than if the transfer or 
assignment had not taken place.

XI.   SPECIFIC CORPORATE TRANSACTIONS

         11.1.  At least twenty (20) days prior to the consummation of a 
Corporate Transaction, the Company shall give Participants written notice of 
the proposed Corporate Transaction.  All Stock Options, to the extent not 
previously exercised, shall terminate upon the consummation of such Corporate 
Transaction and cease to be exercisable unless expressly assumed by the 
successor corporation or parent thereof.

         11.2.  If the Company or its stockholders enter into an agreement 
providing for a Corporate Transaction the vesting schedule of some or all 
Stock Options may, at the sole discretion of the Committee, be accelerated so 
that all or any portion of Stock Options outstanding under the Plan as of the 
day before the consummation of such Corporate Transaction to the extent not 
exercised, shall for all purposes under this Plan become exercisable as of 
such date.
    
XII.  AMENDMENT

    The Board of Directors may from time to time alter, amend, suspend or 
discontinue the Plan, including, where applicable, any modifications or 
amendments as it shall deem advisable in order that ISOs will be classified 
as incentive stock options under the Code, or in order to conform to any 
regulation or to any change in any law or regulation applicable thereto; 
provided, however, that no such action shall adversely affect the rights and 
obligations with respect to Stock Options at any time outstanding under the 
Plan; and provided further that no such action shall, without the approval of 
the stockholders of the Company, (i) increase the 

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maximum number of shares of Common Stock that may be made subject to Stock 
Options (unless necessary to effect the adjustments required by Section 6.2), 
(ii) materially modify the requirements as to eligibility for participation 
in the Plan.

XIII. REGISTRATION OF OPTIONED SHARES

    The Stock Options shall not be exercisable unless the purchase of such 
optioned shares is pursuant to an applicable effective registration statement 
under the Securities Act of 1933, as amended, or unless, in the opinion of 
counsel to the Company, the proposed purchase of such optioned shares would 
be exempt from the registration requirements of the Securities Act of 1933, 
as amended, and from the registration or qualification requirements of 
applicable state securities laws.

XIV.  WITHHOLDING TAXES

    The Company or Participating Subsidiary may take such steps as it may 
deem necessary or appropriate for the withholding of any taxes (including the 
withholding of shares of Common Stock otherwise issuable which have 
appropriate Fair Market Value) which the Company or the Participating 
Subsidiary is required by any law or regulation of any governmental 
authority, whether federal, state or local, domestic or foreign to withhold 
in connection with any Stock Options.

XV.   BROKERAGE ARRANGEMENTS

    The Committee, in its discretion, may enter into arrangements with one or 
more banks, brokers, or other financial institutions to facilitate the 
disposition of shares acquired upon exercise of Stock Options including, 
without limitation, arrangements for the simultaneous exercise of Stock 
Options and the sale of shares acquired upon exercise.

XVI.  NONEXCLUSIVITY OF THE PLAN

    Neither the adoption of the Plan by the Board of Directors nor the 
submission of this Plan to stockholders of the Company for approval shall be 
construed as creating any limitations on the power or authority of the Board 
of Directors to adopt such other or additional incentive or other 
compensation arrangements of whatever nature as the Board of Directors may 
deem necessary or desirable or preclude or limit the continuation of any 
other plan, practice or arrangement for the payment of compensation or fringe 
benefits to employees generally, or to any class or group of employees, which 
the Company or any Participating Subsidiary now has lawfully put into effect, 
including, without limitation, any retirement, pension, savings and stock 
purchase plan, insurance, death and disability benefits and executive 
short-term incentive plans.

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XVII. EFFECTIVE DATE

    This Plan was adopted by the Board of Directors and shareholders of the 
Company on January 22, 1996 and became effective on January 22, 1996.  No 
Stock Options shall be granted subsequent to ten years after the effective 
date of this Plan.  Stock Options outstanding subsequent to ten years after 
the effective date of this Plan shall continue to be governed by the 
provisions of this Plan.













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