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                                                                    EXHIBIT 4.19

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is made this day
of April, 2000, between Genomic Solutions Inc., a Delaware corporation, 4355
Varsity Drive, Suite E, Ann Arbor, Michigan 48108 (the "Company") and Jeffrey S.
Williams, 7049 Suncrest Drive, Saline, Michigan 48176 (the "Holder").

         A. As of the date hereof, Holder is in possession of shares of the
Company's Common Stock.

         B. The Company and the Holder are entering into this Agreement to set
forth certain registration rights with respect to the Common Shares.

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1.       DEFINITIONS.  The following capitalized terms shall have the following
         definitions:

         (a) "Common Stock" means the Company's common stock, par value $.001,
         until the time that the Third Amended and Restated Certificate of
         Incorporation is effective, at which point the common stock becomes
         callable, until the expiration of the Call Period, as that term is
         defined in the Third Amended and Restated Certificate of Incorporation,
         and from the time of expiration of the Call Period, means the Company's
         common stock, par value $.001.

         (b) "IPO" means a registration statement filed with the Securities and
         Exchange Commission and declared effective relating to an initial
         public offering of common stock firmly underwritten by a nationally
         recognized underwriter who certifies to the Purchaser that such
         underwriter believes that (i) the offering will result in no less than
         $20,000,000 of gross proceeds to the Company and (ii) the securities
         offered will qualify for listing on the New York Stock Exchange or the
         National Market Tier of the Nasdaq Stock Market (an initial public
         offering that in fact results in no less than $20,000,000 of gross
         proceeds to the Company and the listing of the offered securities on
         the New York Stock Exchange or the National Market Tier of the Nasdaq
         Stock Market.

          (c) "Person" means an individual, a partnership, a limited liability
          company, a joint venture, a corporation, a trust, an unincorporated
          organization, a government or any department or agency thereof, or any
          other entity.

         (d) "Registrable Securities" means any shares of Common Stock issued or
         issuable with respect to the Common Shares by way of stock dividend,
         stock split or in connection with a combination of stock,
         recapitalization, merger, consolidation or other reorganization. As to
         any particular Registrable Securities, such securities will cease to be
         Registrable Securities on the earliest of the following dates: (i) the
         date such securities have been sold to the public pursuant to an
         offering registered under the Securities Act,

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         or (ii) the date such securities are eligible to be sold pursuant to
         Rule 144 (or any similar provisions then in force) under the Securities
         Act.

         (e) "Registration Period" means the period commencing immediately after
         the consummation of the IPO and ending on the fifth anniversary of the
         consummation of the IPO.

         (f) "Registration Statement" means any registration statement of the
         Company that covers any Registrable Securities pursuant to the
         provisions of this Agreement.

         (g) "SEC" means the Securities and Exchange Commission.

         (h) "Securities Act" means the Securities Act of 1933, as amended, or
         any similar federal law then in force.

2.       PIGGYBACK REGISTRATION.

         (a) If the Company proposes to register any of its securities under the
         Securities Act (other than pursuant to (i) an IPO; (ii) a registration
         on Form S-4 or any successor form, or (iii) an offering of securities
         in connection with an employee benefit plan, a stock option plan, a
         stock dividend plan, a stock ownership plan or a dividend reinvestment
         plan) at any time during the Registration Period and the registration
         form to be used may be used for the registration of Registrable
         Securities (a "Piggyback Registration"), the Company shall give prompt
         written notice to the Holder of its intention to effect such a
         registration (each a "Piggyback Notice") and, subject to Sections 2(b)
         and 2(c) below, the Company shall include in such registration all
         Registrable Securities with respect to which the Company has received
         written requests for inclusion therein within fifteen (15) days after
         the date of sending of the Company's notice (the "Included Registrable
         Securities"); provided, however, that, at the Company's option, the
         Company may file a separate Registration Statement for, and with
         respect to, Included Registrable Securities in satisfaction of the
         Company's obligation hereunder.

         (b) The registration rights granted to the Holder pursuant to Section 2
         (a) above are subordinate and subject to the rights of the holders of
         the Company's Series M Preferred Stock, Series B Preferred Stock,
         Series C Preferred Stock, Series D Preferred Stock and Series P
         Preferred Stock (collectively, the "Preferred Stock"), as more
         particularly described in the Shareholders Agreement, as amended,
         between the Company and certain of its stockholders, dated as of
         December 24, 1997, and amended and restated as of January 25, 2000, and
         the holders of registration rights under the April and October Business
         Loan Agreements dated April 23, 1999 and October 28, 1999 respectively
         (the "Warrantholders"). The Company shall be required to include the
         Holder's shares in any registration only to the extent that such
         inclusion will not reduce the amount of securities to be registered and
         sold by the holders of Preferred Stock and the Warrantholders. If the
         managing or principal underwriters named in the registration statement
         advise the Company that, in the good faith judgment of such managing or
         principal underwriters, the number of shares of Common Stock which the
         Holder, the Company and all other shareholders have requested to be
         included in such registration statement exceed the number of shares it
         is advisable to offer and to sell at such time,


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         then the Company shall include in such registration, to the extent of
         the number of shares of Common Stock which the Company is so advised
         can be sold in such offering, the shares of Common Stock that the
         Company proposes to issue and sell for its own account, the shares of
         Common Stock requested to be registered and sold by the holders of
         Preferred Stock and the Warrantholders and the number of shares of
         Common Stock to be registered and sold by the Holder and all other
         shareholders requesting registration.

         (c) If a Piggyback Registration is an underwritten secondary
         registration initiated by and on behalf of holders of the Company's
         securities other than the Holder of Registrable Securities pursuant to
         the exercise of demand registration rights, and the managing
         underwriters advise the Company in writing that in their opinion the
         number of securities requested to be included in such registration
         exceeds the number which can be sold in an orderly manner in such
         offering within a price range acceptable to the holders initially
         requesting such registration, the Company shall include in such
         registration (i) first, all of the securities requested to be included
         therein by the holder initially requesting such registration, and (ii)
         second, the Registrable Securities requested to be included in such
         registration and any other securities requested to be included in such
         registration, pro rata among the holders of Registrable Securities
         requesting such registration and the holders of such other securities
         on the basis of the number of shares owned by each such holder.

         (d) In the case of an underwritten Piggyback Registration, the Company
         shall have the sole and exclusive right to select the investment
         banker(s) and manager(s) to administer the offering.

3. REGISTRATION PROCEDURES. Whenever there has been a request to have any
Registrable Securities registered pursuant to this Agreement, the Company shall
use its reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof and pursuant thereto the Company shall as expeditiously as possible:

         (a) prepare and file with the SEC a Registration Statement with respect
         to such Registrable Securities and use its reasonable best efforts to
         cause such Registration Statement to become effective;

         (b) prepare and file with the SEC such amendments and supplements to
         such Registration Statement and the prospectus used in connection
         therewith as may be necessary to keep such Registration Statement
         effective for the period required by the intended method of
         disposition, and comply with the provisions of the Securities Act with
         respect to the disposition of all securities covered by such
         Registration Statement during such period in accordance with the
         intended methods of disposition by the sellers thereof set forth in
         such Registration Statement;

         (c) furnish the Holder such number of copies of such Registration
         Statement, each amendment and supplement thereto, the prospectus
         included in such Registration Statement (including each preliminary
         prospectus) and such other documents as the

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         Holder may reasonably request in order to facilitate the disposition of
         the Registrable Securities owned by the Holder;

         (d) use its reasonable best efforts to register or qualify such
         Registrable Securities under such other securities or blue sky laws of
         such jurisdictions as the Holder reasonably requests and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable the Holder to consummate the disposition in such jurisdictions
         of the Registrable Securities owned by the Holder (provided that the
         Company shall not be required to (i) qualify generally to do business
         in any jurisdiction where it would not otherwise be required to qualify
         but for this Section 3(d), (ii) subject itself to taxation in any such
         jurisdiction, (iii) consent to general service of process in any such
         jurisdiction, or (iv) qualify such Registrable Securities in a given
         jurisdiction where expressions of investment interest are not
         sufficient in such jurisdiction to reasonably justify the expense of
         qualification in the jurisdiction or where such qualification would
         require the Company to register as a broker or dealer in such
         jurisdiction).

         (e) notify the Holder of such Registrable Securities, at any time when
         a prospectus relating thereto is required to be delivered under the
         Securities Act, of the happening of any event as a result of which the
         prospectus included in such Registration Statement contains an untrue
         statement of a material fact or omits any material fact necessary to
         make the statements therein not misleading, and, at the request of the
         Holder, the Company shall prepare a supplement or amendment to such
         prospectus so that, as thereafter delivered to the purchasers of such
         Registrable Securities, such prospectus shall not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein not misleading;

         (f) use its reasonable best efforts to cause all such Registrable
         Securities to be listed on each securities exchange on which similar
         securities issued by the Company are then listed and to be qualified
         for trading on each system on which similar securities issued by the
         Company are from time to time qualified;

         (g) in the event of an underwritten public offering, enter into and
         perform its obligations under an underwriting agreement, in usual and
         customary form, with the managing underwriter(s) of such offering; and

         (h) in the event of the issuance of any stop order suspending the
         effectiveness of a Registration Statement, or of any order suspending
         or preventing the use of any related prospectus or suspending the
         qualification of any Common Stock included in such Registration
         Statement for sale in any jurisdiction, the Company shall use its
         reasonable best efforts to promptly obtain the withdrawal of such
         order.

The Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(e) or (h) hereof, the
Holder shall forthwith discontinue disposition of shares of Common Stock
pursuant to a Piggyback Registration until receipt of the copies of an
appropriate supplement or amendment to the prospectus under Section 3(e) or
until the withdrawal of such order under Section 3(h).


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4. REGISTRATION EXPENSES. The Company shall bear all costs and expenses incident
to the Company' s performance of, or compliance with, this Agreement, including,
without limitation, all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, and fees and disbursements of counsel for the Company, all
independent certified public accountants of the Company and fees and expenses of
other Persons retained by the Company in connection with the distribution of the
Registrable Securities. The Holder shall pay all discounts and commissions
attributable to the Registrable Securities, all transfer taxes relating to the
sale or disposition of the Registrable Securities and all fees and expenses of
any attorney or accountant retained by the Holder in connection with the
registration of Registrable Securities.

5.       INDEMNIFICATION.

         (a) The Company agrees to indemnify, to the extent permitted by law,
         the Holder against all losses, claims, damages, liabilities and
         expenses caused by any untrue or alleged untrue statement of material
         fact contained in any Registration Statement, prospectus or preliminary
         prospectus or any amendment thereof or supplement thereto or any
         omission or alleged omission of a material fact required to be stated
         therein or necessary to make the statements therein not misleading,
         except insofar as the same are caused by or contained in any
         information furnished to the Company in writing by the Holder expressly
         for use therein or by the Holder's failure to deliver a copy of the
         Registration Statement or prospectus or any amendments or supplements
         thereto after the Company has furnished the Holder with a sufficient
         number of copies of the same. In connection with an underwritten
         offering, the Company shall indemnify such underwriters, their officers
         and directors and each Person who controls (within the meaning of the
         Securities Act) such underwriters to the same extent as provided above
         with respect to the indemnification of the Holder.

         (b) In connection with any Registration Statement in which the Holder
         is participating, the Holder shall furnish to the Company in writing
         such information as the Company reasonably requests for use in
         connection with any such Registration Statement or prospectus and, to
         the extent permitted by law, shall indemnify the Company, its directors
         and officers and each Person who controls (within the meaning of the
         Securities Act) the Company against any losses, claims, damages,
         liabilities and expenses resulting from any untrue or alleged untrue
         statement of material fact contained in the Registration Statement,
         prospectus or preliminary prospectus or any amendment thereof or
         supplement thereto or any omission or alleged omission of a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, but only to the extent that such untrue
         statement or omission is contained in any information so furnished in
         writing by the Holder; provided, however, that the obligation to
         indemnify under this Section 5(b) shall be several, not joint and
         several, among such holders of Registrable Securities.

         (c) Any Person entitled to indemnification hereunder shall (i) give
         prompt written notice to the indemnifying party of any claim with
         respect to which it seeks indemnification and (ii) unless in such
         indemnified party's reasonable judgment a conflict of interest between
         such indemnified and indemnifying parties may exist with respect to
         such claim, permit such indemnifying party to assume the defense of
         such


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         claim with counsel reasonably satisfactory to the indemnified party. If
         such defense is assumed, the indemnifying party shall not be subject to
         any liability for any settlement made by the indemnified party without
         its consent (but such consent shall not be unreasonably withheld). An
         indemnifying party who is not entitled to, or elects not to, assume the
         defense of a claim shall not be obligated to pay the fees and expenses
         of more than one counsel for all parties indemnified by such
         indemnifying party with respect to such claim, unless in the reasonable
         judgment of any indemnified party a conflict of interest may exist
         between such indemnified party and any other such indemnified parties
         with respect to such claim.

         (d) If for any reason the indemnification provided for in the preceding
         clauses (a) and (b) is unavailable to an indemnified party or
         insufficient to hold such party harmless as contemplated by the
         preceding clauses (a) and (b), then the indemnifying party shall
         contribute to the amount paid or payable by the indemnified party as a
         result of the loss, claim, damage, liability or expense in the
         proportion as is appropriate to reflect (i) the relative fault of the
         indemnified party and the indemnifying party, and (ii) any other
         relevant equitable considerations.

         (e) The indemnities provided in this Section 5 shall survive the
         Holder's transfer of any Registrable Securities.

6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to
sell such Person's securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

7. DISCLOSURE. With a view to making available to the Holder the benefits of
Rule 144 promulgated under the Securities Act, the Company agrees, for a period
of two years following the date of this Agreement, to:

         (a) make and keep public information available within the meaning of
         Rule 144(c) of the Securities Act at all times after ninety (90) days
         after the closing of the IPO;

         (b) file with the SEC in a timely manner all reports and other
         documents required of the Company under the Securities Act and the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

         (c) furnish to the Holder, so long as the Holder owns any Registrable
         Securities, forthwith upon request (i) a written statement by the
         Company that it has complied with the reporting requirements of Rule
         144 (at all times after ninety (90) days after the closing of the IPO)
         and the Exchange Act, (ii) a copy of the most recent annual or
         quarterly report of the Company, and (iii) such other reports,
         documents and other information in the possession of or reasonably
         obtainable by the Company as the Holder may reasonably request in
         availing themselves of Rule 144.



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8. MARKET STAND-OFF AGREEMENT. The Holder agrees that, for a period of 180 days
after the date of the final prospectus relating to an IPO, it shall not, either
directly or indirectly:

         (a) (x) offer, pledge, sell, contract to sell, sell any option or
         contract to purchase, purchase any option or contract to sell, grant
         any option, right or warrant to purchase, or otherwise transfer or
         dispose of, directly or indirectly, any shares of Common Stock or any
         securities convertible into or exercisable or exchangeable for Common
         Stock (including, without limitation, shares of Common Stock or
         securities convertible into or exercisable or exchangeable for Common
         Stock which may be deemed to be beneficially owned by the Holder in
         accordance with the rules and regulations of the Securities and
         Exchange Commission) or (y) enter into any swap or other arrangement
         that transfers all or a portion of the economic consequences associated
         with the ownership of any Common Stock (regardless of whether any of
         the transactions described in clause (x) or (y) is to be settled by the
         delivery of Common Stock, or such other securities, in cash or
         otherwise), without the prior written consent of the Company and the
         managing underwriter(s) of the IPO; and

         (b) make any demand for, or exercise any right with respect to, the
         registration of any shares of Common Stock or any securities
         convertible into or exercisable or exchangeable for Common Stock,
         without the prior written consent of the Company and the managing
         underwriter(s) of the IPO.

9.       MISCELLANEOUS.

         (a) The Company shall not hereafter enter into any agreement with
         respect to its securities which is inconsistent with or violates the
         rights granted to the Holder in this Agreement.

         (b) Any Person having rights under any provision of this Agreement
         shall be entitled to enforce such rights specifically to recover
         damages caused by reason of any breach of any provision of this
         Agreement and to exercise all other rights granted by law. The parties
         agree and acknowledge that money damages may not be an adequate remedy
         for any breach of the provisions of this Agreement and that any party
         may in its sole discretion apply to any court of law or equity of
         competent jurisdiction (without posting any bond or other security) for
         specific performance and for other injunctive relief in order to
         enforce or prevent violation of the provisions of this Agreement.

         (c) Except as otherwise provided herein, the provisions of this
         Agreement may be amended or waived only upon the prior written consent
         of the Company and the Holder.

         (d) All covenants and agreements in this Agreement by or on behalf of
         any of the parties shall bind and inure to the benefit of the
         respective successors and assigns of the parties hereto whether so
         expressed or not. In addition, whether or not any express assignment
         has been made, the provisions of this Agreement which are for the
         benefit of the Holder are also for the benefit of, and enforceable by,
         any subsequent holder of Registrable Securities.




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         (e) Whenever possible, each provision of this Agreement shall be
         interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement is held to be
         prohibited by or invalid under applicable law, such provision shall be
         ineffective only to the extent of such prohibition or invalidity,
         without invalidating the remainder of this Agreement.

         (f) This Agreement may be executed in any number of counterparts, each
         of which shall be deemed an original and all of which together shall
         constitute one and the same agreement. Photographic or facsimile
         reproductions of this Agreement may be made and relied upon to the same
         extent as the originals.

         (g) The descriptive headings of this Agreement are inserted for
         convenience only and do not constitute a part of this Agreement.

         (h) This Agreement shall be construed in accordance with the laws of
         the State of Delaware.

         (i) All notices, demands or other communications to be given or
         delivered under or by reason of the provisions of this Agreement shall
         be in writing and shall be deemed to have been given when delivered
         personally to the recipient, sent to the recipient by reputable express
         courier service (charges prepaid) or mailed to the recipient by
         certified or registered mail, return receipt requested and postage
         prepaid. Such notices, demands and other communications shall be sent
         to the Holder at the address indicated on the records of the Company
         and to the Company at the address indicated below:

                           4335 Varsity Drive, Suite E
                               Ann Arbor, MI 48108

         or to such other address or to the attention of such other person as
         the recipient party has specified by prior written notice to the
         sending party.

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date set forth above.

COMPANY:
Genomic Solutions Inc., a Delaware Corporation

By:  /s/ Steven Richvalsky
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Steven Richvalsky, Chief Financial Officer

HOLDER:

/s/ Jeffrey S. Williams
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Jeffrey S. Williams