<PAGE>   1
                                                            EXHIBIT 10.12(a)


                         Dated   29th  January 1999
                         --------------------------
                               (1) DR KEVIN AUTON


                          (2) GENOMIC SOLUTIONS LIMITED





                          COMPROMISE AGREEMENT PURSUANT

                           TO SECTION 77(4)(aa) OF THE

                          SEX DISCRIMINATION ACT 1975,

                           SECTION (72)(4)(aa) OF THE

                            RACE RELATIONS ACT 1976,

                     SECTION 288(2A) OF THE TRADE UNION AND

                   LABOUR RELATIONS (CONSOLIDATION) ACT 1992,

            SECTION 9(2)(b) OF THE DISABILITY DISCRIMINATION ACT 1995

                           AND SECTION 203 (2) (f) OF

                         THE EMPLOYMENT RIGHTS ACT 1996





                              Hewitson Becke + Shaw
                                   Solicitors
                                42 Newmarket Road
                                    Cambridge
                                     CB5 8EP


<PAGE>   2




AN AGREEMENT made the 29th, day of  January 1999
------------

BETWEEN

KEVIN AUTON of 42 Croftsfield Road, Godmanchester, Cambridgeshire PE18 8ED
(hereinafter called "Dr Auton") of the first part and

GENOMIC SOLUTIONS LIMITED whose registered office is situate at Unit 3, Forge
Close, Little End Road, Eaton Socon, Huntingdon, PE19 3TP (hereinafter called
"the Company") of the second part.

WHEREAS:-

            (1)     Dr Auton's employment with the Company will terminate on
                    14th May 2000 ("the Termination Date") upon expiry of the
                    written notice given to Dr Auton on 15th November 1999
                    unless terminated earlier pursuant to clause 2.5 below..

            (2)     The Company has exercised its right pursuant to its
                    Employment Agreement ("the Employment Agreement") with Dr
                    Auton dated 9th December 1998 to require Dr Auton not to
                    attend, inter alia, his place of work.

                    Michael Barham, a Solicitor, of Messrs Barr Ellison of 39
                    Parkside, Cambridge CB1 1PN (hereinafter called "Mr Barham")
                    has been advising Dr Auton as to his rights arising upon
                    the said termination of his employment and in particular as
                    to any right which he has or may have to institute any
                    proceedings in an Employment Tribunal in respect of which a
                    Conciliation Officer is authorised to act by virtue of
                    section 18 of the Employment Tribunals Act 1996 including
                    (but not limited to) any proceedings complaining that the
                    Company breached Dr Auton's contract of employment with it,
                    committed an act of discrimination against Dr Auton which
                    was unlawful by virtue of Part II of the Sex

                                       -1-
<PAGE>   3


                    Discrimination Act 1975 ("the 1975 Act") or by virtue of
                    Part II of the Race Relations Act 1976 ("the 1976 Act") or
                    by virtue of Part II of the Disability Discrimination Act
                    1995 ("the 1995 Act"), breached the provisions of the Trade
                    Union and Labour Relations (Consolidation) Act 1992 ("the
                    1992 Act"), unfairly dismissed Dr Auton in contravention of
                    the provisions of Chapter I of Part X to the Employment
                    Rights Act 1996 ("the 1996 Act") or that it made any
                    deduction from his wages or received any payment from him in
                    contravention of section 13)(1) or section 15(l) of the 1996
                    Act, all of which proceedings are referred to below as "the
                    Particular Proceedings".

          (4)       The parties acknowledge that Dr Auton has raised complaints
                    of the type more particularly described in recital (3) above
                    and that the purpose and intention of this Agreement is to
                    lawfully and validly exclude, waive and compromise such
                    complaints

WHEREBY IT IS AGREED AS FOLLOWS:
-------------------------------

1.       In this Agreement unless the context otherwise requires the
         expression "Associated Company" shall mean:-

           1.1      a subsidiary or holding company of the Company or a
                    subsidiary of any such holding company;

           1.2      a company having an ordinary share capital of which not less
                    than 25 per cent is  owned directly or in directly by the
                    Company applying the provisions of Section 838 of the Income
                    and Corporation Taxes Act 1988 in the determination of
                    ownership;

           1.3      any other company which is a member of the Genomic group of
                    companies at the date hereof.

2.       Provided that Dr Auton has executed a copy of this Agreement and sent
         it to the Company or its Solicitors:

2.1      Between the date of this Agreement and 14th May 2000 Dr Auton's
         employment with the

                                       -2-
<PAGE>   4




         Company will be subject to the terms of the Employment Agreement dated
         9th  December  1998 save as varied by this Agreement.

2.2      Dr Auton shall be entitled to all benefits arising under clauses 6 and
         9, save that the Company confirms that it will not exercise any
         discretion to award a bonus to Dr Auton pursuant to clause 6.1.2 of the
         Employment Agreement.

2.3      In addition to the continuing benefits referred to in clause 2.2 above
         Dr Auton shall be entitled to retain for his personal use the mobile
         telephone and lap top computer provided by the Company to Dr Auton
         until 14th May 2000.

2.4      Dr Auton will be entitled to seek alternative employment during the
         balance of his notice period and if called upon to do so by a
         prospective employer of Dr Auton, the Company will provide to that
         prospective employer a reference in respect of Dr Auton substantially
         in accordance with the tenor of the draft attached as the First
         Schedule hereto.

2.5      Dr Auton as a separate obligation will notify the Company if he is
         successful in obtaining alternative employment during the period up to
         14th May 2000 by contacting The Vice Chairman. In the event that such
         alternative employment can commence prior to 14th May 2000 the Company
         may, at its absolute discretion, release Dr Auton from his employment
         upon the condition that it has no obligation thereafter to pay him or
         provide any of the benefits provided for in the Employment Agreement or
         those referred to in clause 2.3 above and that the deemed termination
         date for the purposes of clause 18 of the Employment Agreement shall be
         14th May 2000.

2.6      The Company will within 28 Days pay to Dr Auton the sum of $16 000 less
         tax and National Insurance contributions and in consideration for that
         payment Dr Auton shall take all necessary steps and execute all
         necessary documents to ensure the relinquishing of all Dr Auton's
         rights, duties and obligations pursuant to the promissory note dated
         28th October 1999 and its attached warrants which documents are
         attached for the avoidance of doubt as the Third Schedule to this
         Agreement.

2.7      Dr Auton hereby acknowledges that thereafter he will have no rights
         arising from the

                                      -3-


<PAGE>   5




         documents referred to in clause 2.7 or the transfer thereof

2.8      The Company shall procure that Dr Auton be permitted to exercise 37,500
         of the options vested or to be vested in his favour arising from the
         Genomic Solutions Inc 1998 Stock Options Plan Incentive Stock Option
         Agreement provided that such options must be exercised within 90 days
         of the Termination Date or any earlier termination date. For the
         avoidance of doubt, under the above arrangement it is intended by the
         parties that Dr Auton shall be entitled to exercise 25 000 shares from
         his first option agreement which total shall include any shares which
         had vested prior to the Termination date. In relation to his second
         option agreement Dr Auton shall be entitled to exercise 12 500 shares.

2.9      make a contribution to Dr Auton's adviser's fees in this matter, such
         contribution to be of no more than Pound Sterling 750 plus Value Added
         Tax and to be made forthwith upon production to the Company of Barr
         Ellison's invoice (addressed to Dr Auton but shown as payable by the
         Company) for advising Dr Auton on the terms and effect of this
         Agreement.

3.       Dr Auton HEREBY ACCEPTS the monies and the benefits to be provided to
         him under clause 2 above in full and final settlement of all and any
         claims and rights of action (including the Particular Proceedings and
         any claims or rights of action under equity, contract, statute, tort or
         European law) which he has or may have against the Company or any
         Associated Company arising from or connected with his employment by the
         Company or the termination thereof (except in relation to any claim for
         personal injury which Dr Auton may have against the Company) and HEREBY
         AGREES to refrain from instituting the Particular Proceedings.

4.       Dr Auton HEREBY AGREES pursuant to clause 15 of the Employment
         Agreement to resign as a Director of the Company.

5.       For the avoidance of doubt, the benefits referred to in clause 2 above
         shall be provided on condition that if:

         5.1   contrary to the intention of the parties Dr Auton's right to
               present an unfair dismissal claim against the Company has not
               been validly and lawfully excluded

                                      -4-



<PAGE>   6




               by the provisions of this Agreement;

         5.2   Dr Auton should commence proceedings against the Company for
               unfair dismissal; and

         5.3   an Employment Tribunal should find that he was unfairly dismissed
               by the Company (which is denied)

         The value of the said benefits shall be brought into account by him in
         calculating any compensatory award to which he may be entitled pursuant
         to section 123 of the 1996 Act.

6.       Dr Auton HEREBY CONFIRMS that he has complied with clause 16.2 of the
         Employment Agreement.

7.       The parties HEREBY AGREE that they shall not make or publish by any
         means or medium whatsoever to any person, firm, company, organisation
         or body wheresoever (or cause or procure to be so made or published)
         any statement or communication (whether transmitted orally, in writing
         or electronically) concerning the circumstances surrounding the
         termination of Dr Auton's employment with the Company or the reasons
         for such termination SAVE FOR the statement attached as the Second
         Schedule hereto.

8.       In consideration of the payment to him by the Company of the sum of
         Pound Sterling 10.00, less Income Tax (which payment shall be made on
         the date of this Agreement) Dr Auton HEREBY UNDERTAKES to the Company
         that he shall keep the terms of this Agreement confidential and not
         disclose its terms to any person, firm, company, organisation or body
         without the prior written permission of a Director of the Company
         PROVIDED THAT nothing contained in this clause 8 shall prevent Dr Auton
         from disclosing the terms of this Agreement to his spouse or partner or
         the Inland Revenue or the Department of Social Security or pursuant to
         any Order of a Court or Tribunal of competent jurisdiction.

9.       Dr Auton HEREBY WARRANTS to the Company that he received advice from Mr
         Barham as to the terms and effect of this Agreement prior to Dr Auton
         executing the

                                      -5-

<PAGE>   7


         same and (in particular) as to its effect on his ability to institute
         the Particular Proceedings believing (to the best of his knowledge,
         information and belief) Mr Barham to have been a "relevant independent
         adviser" at the time or times such advice was given having regard to
         the definitions given to those words by section 77(4B) of the 1975 Act,
         section 72(4B) of the 1976 Act, section 288(4) of the 1992 Act, section
         9(4) of the 1995 Act and section 203(4) of the 1996 Act, as each of
         those sections have been amended by the provisions of the Employment
         Rights (Dispute Resolution) Act 1998.

10.      A true copy of a letter dated 29 December 1999 from Barr Ellison to the
         Company's Solicitors is attached as the Third Schedule hereto.

11.      The parties HEREBY ACKNOWLEDGE AND AGREE that the conditions (as far as
         they understand them) regulating compromise agreements under the 1975
         Act, the 1976 Act, the 1992 Act, the 1995 Act and the 1996 Act are
         satisfied by the terms of this Agreement and by the letter attached as
         the Third Schedule hereto.

12.      This Agreement shall be construed in accordance with the law of England
         and Wales.



AS WITNESS WHEREOF Dr Auton and a duly authorised representative of the Company
------------------
have set their hands the day and year first above written.


SIGNED by the said         )
DR KEVIN AUTON             ) /s/ Kevin Auton
in the presence of:        )




SIGNED by   )
duly authorised to do so   )
for and behalf of          )
GENOMIC SOLUTIONS LIMITED  ) /s/ P. Nicholas King
in the presence of:        )


                                      -6-

<PAGE>   8

                      THE FIRST SCHEDULE REFERRED TO ABOVE
                            TEXT OF AGREED REFERENCE

Dr Auton joined Genomics Solutions Ltd (the UK subsidiary of Genomic Solutions
Inc) in March 1998 becoming Managing Director October 1998. He discharged the
obligations and the responsibilities of that office to our satisfaction. It
became apparent that a difference of opinion existed between ourselves and Dr
Auton as to future Group policy. It has been mutually agreed that Dr Auton
should cease employment with Genomic.






<PAGE>   9




                     THE SECOND SCHEDULE REFERRED TO ABOVE
                            TEXT OF AGREED STATEMENT

It has been mutually agreed that Dr Auton should leave Genomics following
differences of opinion of future Group policy. A copy of the reference provided
for Dr Auton can be provided upon request.


<PAGE>   10




                      THE THIRD SCHEDULE REFERRED TO ABOVE

COPY LETTER DATED 29 December 1999 FROM Barr Ellison TO THE COMPANY'S
                                  SOLICITORS.






                                      -9-
<PAGE>   11




                            [BARR ELLISON LETTERHEAD]



Messrs Hewitson Becke + Shaw
Shakespeare House
42 Newmarket Road
Cambridge
CB5 8EP

Your ref:TDVT

Our ref:STP/MSB/SRP/AUT002/001:

Dear Sirs,

DR KEVIN AUTON AND GENOMIC SOLUTIONS LIMITED

We write further to the Compromise Agreement under (inter alia) section
77(4)(aa) of the Sex Discrimination Act 1975, section 72(4)(aa) of the Race
Relations Act 1976, section 288 (2A) of the Trade Union and Labour Relations
(Consolidation) Act 1992, section 9(2)(b) of the Disability Discrimination Act
1995 and section 203(2)(f) of the Employment Rights Act 1996 proposed between
Dr Auton and Genomic Solutions Limited ("the Proposed Compromise Agreement").

This letter is to confirm that Dr Auton has been advised by Mr Michael Barham, a
Solicitor.

It is also confirmed that at the date hereof and at all times during which Mr
Barham has advised Dr Auton on the subject matter of the Proposed Compromise
Agreement and the legal effect of the same ("the Relevant Times") he is and has
been a Solicitor of the Supreme Court holding a practising certificate entitling
her to practise as such.

We further confirm that at the Relevant Times Mr Barham has not been acting in
this matter for Genomic Solutions Limited or any associated employer of its, and
that Mr Barham is a "relevant independent adviser" having regard to the
definitions given to those words by section 77(4B) of the Sex Discrimination Act
1975, section 72(4B) of the Race Relations Act 1976, section 288(4) of the Trade
Union and Labour Relations (Consolidation) Act 1992, section 9(4) of the
Disability Discrimination Act 1995 and section 203(3A) of the Employment Rights
Act 1996 as each of those sections have been amended by the provisions of the
Employment Rights (Dispute Resolution) Act 1998.

We also confirm that Mr Barham has given relevant independent advice to Dr Auton
as to the terms and effect of the Proposed Compromise Agreement and, in
particular, as to its effect on Dr Auton's ability to exercise any rights which
he has or may have to institute any proceedings against Genomic Solutions
Limited in an Employment Tribunal in respect of which a Conciliation Officer is
authorised to act including (but not limited to) any proceedings that Genomic
Solutions Limited breached his contract of employment with it, committed an act
of discrimination against him which was unlawful by virtue of Part II of the Sex
Discrimination Act 1975 or by virtue of Part II of the Race Relations Act
1976 or by virtue of Part II of the Disability



<PAGE>   12




Discrimination Act 1995, breached the provisions of the Trade Union and Labour
Relations (Consolidation) Act 1992, unfairly dismissed him in contravention of
the provisions of Chapter I of Part X to the Employment Rights Act 1996 or that
it made any deduction from his wages or received any payment from him in
contravention of section 13(1) or section 15(1) of that Act.

During the Relevant Times, there has been in force a contract of insurance or an
indemnity provided for members of our profession covering the risk of a claim by
Dr Auton in respect of loss arising in consequence of the advice given to him by
Mr Barham.

We confirm that this letter may be annexed to the Proposed Compromise Agreement.

Yours faithfully

/s/ Barr Ellison

Barr Ellison



                                      -12-








<PAGE>   13




                      THE FOURTH SCHEDULE REFERRED TO ABOVE

              The Promissory Note and Warranties 28th October 1999

The warranties have been previously filed as exhibits 4.13, 4.14 and 4.15


<PAGE>   14




THE RIGHTS OF THE HOLDER OF THIS NOTE TO RECEIVE PAYMENT ARE SUBJECT AND
SUBORDINATE TO THE PAYMENT OF ALL OBLIGATIONS OF MAKER OR OBLIGOR TO COMERICA
BANK, AND ITS SUCCESSORS AND ASSIGNS, UNDER THE TERMS OF THE SUBORDINATION
AGREEMENT DATED OCTOBER 28, 1999 EXECUTED BY GENOMIC SOLUTIONS, INC., THE PAYEE
OF THIS NOTE, ET AL.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO
EFFECTUATE SUCH TRANSACTION.

                       P R O M I S S O R Y   N O T E

$9,500.00                                            Ann Arbor, Michigan
                                                     October 28, 1999



         FOR VALUE RECEIVED, Genomic Solutions, Inc., a Delaware corporation,
4355 Varsity Drive, Suite E, Ann Arbor, Michigan 48108, Genomic Solutions, Ltd.,
a United Kingdom corporation, Unit 3, Forge Close, Little End Road, Eaton Socon,
St. Neots, Cambridgeshire, England PE193TP and Genomic Solutions, K.K., a
Japanese corporation, Gotanda Chuo Bldg. 2F, 3-5, Higashigotanda 2-chome,
Shinagawa-ku, Tokyo 141-0022, Japan, jointly and severally, hereinafter
collectively referred to as "Borrower", promise to pay to the order of Kevin A.
Auton, hereinafter called the "Lender," or holder the sum of nine thousand five
hundred and no/100 ($9,500.00) dollars in lawful money of the United States of
America, with interest at the rate of twelve percent (12.0%) per annum on all
sums at any time unpaid, at 42 Croftfield Road, Godmanchester, Huntingdon,
Cambridgeshire PE18 8ED or at such other place as the holder hereof may
designate by written notice to the Borrower, with interest from the date of the
disbursement of the loan, until paid.

         The principal and interest shall be payable over five (5) years ("Loan
Term") as follows: except as otherwise provided herein for early payment, the
principal shall be due and payable on the earliest of (i) October 28, 2004, (ii)
the settlement date following the effective date of a registration statement
filed by Genomic Solutions, Inc. (hereinafter sometimes referred to as "Parent")
with the Securities and Exchange Commission for a public offering and sale of
securities of Parent, (iii) the effective date, immediately after the effective
time, of any merger or consolidation of Parent, (iv) a transfer of more than



<PAGE>   15






50% of the issued and outstanding common stock of Parent (if immediately after
the transfer the transferee has control of Parent), or (v) a sale of
substantially all of the assets of Parent. Interest shall be payable quarterly
in arrears on each March 31, June 30, September 30 and December 31 commencing
December 31, 1999. On each interest payment date, (i) 7/12ths of the interest
payable on such date shall be paid in cash, and (ii) 5/12ths of the interest
payable on such date shall be paid by the issuance to Lender of a number of
shares of common stock of Parent equal to the amount of such interest divided by
the Minimum Company Value, provided that on each scheduled interest payment
date, Lender may upon ten (10) days' prior written notice to Parent elect not to
receive such payment in shares of common stock of Parent and instead elect to
defer payment of 5/12ths of the interest due on such scheduled interest
payment date, which amount shall then be added to the outstanding principal
balance of this Note with effect as of such payment date. Except as otherwise
provided herein for early or accelerated payment, the entire unpaid principal
balance plus accrued interest and all other indebtedness shall be due and
payable on or before October 28, 2004. Interest shall be calculated on a 365 day
basis on the unpaid principal balance for the actual days outstanding. For
purposes of the foregoing, "Minimum Company Value" shall be the same amount
determined as the Minimum Company Value in accordance with the provisions of the
Warrants attached to the Loan Agreement (defined below) as Exhibit B (initially
$4.50 per share).

         Parent has granted to Lender a security interest in or lien upon all
assets of Parent as described in the Security Agreement and Assignment and
Pledge Agreement of even date herewith, and Borrower may hereafter grant a
security interest in or lien upon other assets as may be described in any other
security agreement, mortgage, or other document executed at any time by the
Borrower and delivered to the Lender (herein collectively termed "Collateral")
as security for the payment of this Note, and for the payment of all other
liabilities, whether direct, indirect, absolute or contingent, now or hereafter
existing, due to become due, several or otherwise, of the Borrower to the Lender
under the Loan Documents (as defined in the Loan Agreement) (herein termed
"Indebtedness").

         Upon an event of default under any security agreement, the Business
Loan Agreement dated October 28, 1999 between Lender, Borrower and others (the
"Loan Agreement"), or any document given in connection with the Collateral,
which event of default is not cured within any applicable grace period, (i) this
Note and all Indebtedness shall, at the option of the Lender, become immediately
due and payable in full without notice, presentation or demand for payment, all
such being hereby waived by the Borrower and in such event, it is agreed that
the Lender may exercise all rights and remedies available to it under any
security agreement, hypothecation agreement, Loan Agreement, or other agreement
relating to or otherwise securing any of the


<PAGE>   16




indebtedness or, which may be available to Lender under the Uniform Commercial
Code as in effect in the State of Michigan or other applicable law, and (ii)
this Note shall thereafter bear interest at the rate of sixteen percent (16%)
per annum until such default is cured. Delay or forbearance by the Lender in the
exercise of any right granted hereunder shall not operate as a waiver thereof.

         A late payment fee in the amount of five percent (5.0%) of the
installment due and owing will be assessed against the Borrower in the event the
payment required hereunder is received by the Lender more than ten (10) days
after the due date.

         Provided that all interest payments on this Note shall then be current,
Borrower may prepay this Note in whole at any time or in part from time to time.
Upon any payment of the principal of this Note in whole or in part prior to
October    , 2004, including as a result of this Note becoming immediately due
and payable at the option of the Lender in accordance with the terms of this
Note, Borrower shall pay a premium equal to the following sums:

         (i)   on amounts prepaid prior to October 29, 2000 five percent (5%)
of amounts prepaid;

         (ii)  on amounts prepaid after October 28, 2000 but prior to October
29, 2001, four percent (4%) of amounts prepaid;

         (iii) on amounts prepaid after October 28, 2001 but prior to October
29, 2002, three percent (3%) of amounts prepaid;

         (iv)  on amounts prepaid after October 28, 2002 but prior to October
29, 2003, two percent (2%) of amounts prepaid;

         (v)   on amounts prepaid after October 28, 2003, one percent (1%) of
amounts prepaid,

provided however that (x) if such payment of this Note is a condition imposed by
parties purchasing not less than $10,000,000 of common stock or preferred stock
of Parent, the premium payable upon payment of this Note in whole or in part
prior to October 29, 2000 shall be 2-1/2% instead of 5%, and (y) no premium
shall be payable if the value of Borrower, implicit in the price at which shares
of common stock of Parent are sold in a public offering pursuant to a
registration statement, or the price applicable in any merger or consolidation
of Parent or the transfer of more than 50% of the issued and outstanding common
stock of Parent or the sale of substantially all of the assets of Parent, shall
exceed $50,000,000, and if the prepayment of this Note shall occur by reason of
such event. This Note is one of various promissory notes executed and delivered
by Borrower pursuant to the Loan Agreement. Borrower shall not prepay this Note
in whole or in part unless Borrower shall concurrently prepay in whole or a
prorata part of all other promissory notes



                                       3



<PAGE>   17


originally executed and delivered by Borrower on the same date as this Note.

         Notwithstanding any provision to the contrary, it is the intent of the
Lender and Borrower that neither the Lender nor any subsequent holder shall be
entitled to receive, collect, reserve or apply, as interest, any amount in
excess of the maximum lawful rate of interest permitted to be charged by
applicable law or regulations, as amended or enacted from time to time. In the
event the Note calls for an interest payment that exceeds the maximum lawful
rate of interest then applicable, such interest shall not be received,
collected, charged, or reserved until such time as that interest, together with
all other interest then payable, falls within the applicable maximum lawful
rate of interest. In the event the Lender, or any subsequent holder, receives
any such interest in excess of the then maximum lawful rate of interest, such
amount which would be excessive interest shall be deemed a partial prepayment of
principal and treated hereunder as such, or, if the principal indebtedness
evidenced hereby is paid in full, any remaining excess funds shall immediately
be paid to the Borrower.

         Borrower hereby waives presentment, demand, protest and notice of
dishonor and agrees that Borrower shall not be released or discharged by reason
of any release, sale or non-action with respect to the Collateral or other
undertakings securing this Note.

         The security rights of Lender and its assigns shall not be impaired by
Lender's sale, hypothecation, or rehypothecation of any Note of the Borrower or
any item of the collateral, or by any indulgence, including but not limited to:
(i) Any renewal, extension, or modification which Lender may grant with respect
to the Indebtedness or any part thereof,' (ii) Any surrender, compromise,
release, renewal, extension, exchange, or substitution which Lender may grant in
respect to the Collateral, or (iii) any indulgence granted in respect of any
endorser, co-maker, guarantor or surety. The purchaser, assignee, transferee, or
pledgee of this Note, the Collateral, any guarantee, and any other document (or
any of them), sold, assigned, transferred, pledged, or repledged, shall
forthwith become vested with and entitled to exercise all the powers and rights
given by this Note and all Loan Documents of the undersigned to Lender, as if
said purchaser, assignee, transferee, or pledgee were originally named as payee
in this Note and in the Loan Documents.

         This Note shall be construed, interpreted and enforced in accordance
with the laws of the State of Michigan without regard to its conflict of laws
principles. Borrower expressly submits to the jurisdiction and venue in the
Federal or state courts of the State of Michigan by process served by mail on
Borrower at the address set forth above.



<PAGE>   18




         This Note has been negotiated between Borrower and Lender and shall be
deemed to be mutually drafted by them.

         IN WITNESS WHEREOF, this Note has been executed by the duly authorized
officers of the Borrower.

                                        GENOMIC SOLUTIONS, INC.

                                        By:
                                           ----------------------------------
                                           Jeffrey S. Williams, President



                                        GENOMIC SOLUTIONS, LTD

                                        By:
                                           ----------------------------------


                                        GENOMIC SOLUTIONS, K.K.

                                        By:
                                           ----------------------------------




                                       5