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                                                                    EXHIBIT 10.7
                             GENOMIC SOLUTIONS INC.

                             1998 STOCK OPTION PLAN


                                   ARTICLE I.
                        PURPOSE AND ADOPTION OF THE PLAN

         1.01   PURPOSE. The purpose of the Genomic Solutions Inc. Stock Option
Plan (the "Plan") is to provide certain employees of Genomic Solutions Inc. (the
"Company") with an additional incentive to promote the Company's financial
success and to provide an incentive which the Company may use to induce able
persons to enter into or remain in the service of the Company or a Subsidiary.

         1.02   ADOPTION AND TERM. The Plan was approved by the Board on January
  , 1998, subject to the approval of the Company's stockholders on or before
January   , 1999, and will remain in effect until all shares authorized under
the terms of the Plan have been issued, unless earlier terminated or abandoned
by action of the Board; provided, however, that no Incentive Stock Option may be
granted after January   , 2008.

                                   ARTICLE II.
                                   DEFINITIONS

         2.01   ADMINISTRATOR means the group of persons having authority to
administer the Plan pursuant to Section 3.01.

         2.02   AWARD means any one or combination of Non-Qualified Stock
Options, Performance Based Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Share Rights or any other award made under the terms of the
Plan.

         2.03   AWARD AGREEMENT means a written agreement between the Company
and Participant or a written acknowledgment from the Company specifically
setting forth the terms and conditions of an Award granted under the Plan.

         2.04   AWARD PERIOD means, with respect to an Award, the period of time
set forth in the Award Agreement during which specified conditions set forth in
the Award Agreement must be satisfied.

         2.05   BENEFICIARY means (a) an individual, trust or estate who or
which, by will or by operation of the laws of descent and distribution, succeeds
to the rights and obligations of the Participant under the Plan and Award
Agreement upon the Participant's death; or (b) an individual, who by designation
of the Participant, succeeds to the rights and obligations of the Participant
under the Plan and Award Agreement upon the Participant's death.

         2.06   BOARD means the Board of Directors of the Company.

         2.07   CHANGE OF CONTROL EVENT means (a) an event or series of events
by which any Person or other entity or group (as such term is used in Section
13(d) and 14(d) of the Exchange Act) of Persons or other entities acting in
concert as a partnership or other group (a "Group of Persons") (other than
Persons who are, or Groups of Persons entirely made up of, (i) management
personnel of the Company or (ii) any affiliates of any such management
personnel) shall, as a result of a tender or exchange offer or offers, an open
market purchase or purchases, a privately negotiated purchase or purchases or
otherwise, become the beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 20% or more

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of the combined voting power of the then outstanding voting stock of the
Company; (b) the Company consolidates with, or merges with or into, another
Person (other than a Subsidiary in a transaction which is not otherwise a Change
of Control Event), or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any Person, or any Person
consolidates with, or merges with or into the Company, in any such event
pursuant to a transaction in which the outstanding voting stock of the Company
is converted into or exchanged for cash, securities or other property; (c)
during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board (together with any new directors whose election by
such Board or whose nomination for election by the stockholders of the Company,
was approved by a vote of 66-2/3% of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board then in office; or (d) any liquidation or dissolution of
the Company (other than a liquidation into a Subsidiary that is not otherwise a
Change of Control Event).

         2.08   CODE means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes that section.

         2.09   COMMON STOCK means the Common Stock of the Company, par value
$0.001.

         2.10   COMPANY means Genomic Solutions Inc., a Delaware corporation.

         2.11   DATE OF GRANT means the date designated by the Administrator as
the date as of which it grants an Award, which shall not be earlier than the
date on which the Administrator approves the granting of such Award.

         2.12   DIRECTOR means a member of the Board of Directors of the
Company.

         2.13   EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

         2.14   EXERCISE PRICE means, with respect to a Stock Appreciation
Right, the amount established by the Administrator, in accordance with Section
7.03 hereunder, and set forth in the Award Agreement, which is to be subtracted
from the Fair Market Value on the date of exercise in order to determine the
amount of the Incremental Value to be paid to the Participant.

         2.15   EXPIRATION DATE means the date specified in an Award Agreement
as the expiration date of such Award.

         2.16   FAIR MARKET VALUE means, on any given date, the fair market
value of the Common Stock as determined in good faith by the Board; provided,
however, that: (a) if the Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("Nasdaq")
Small-Cap Market on the date the Option is granted, the Fair Market Value means
the average of the highest bid and lowest asked prices of the Common Stock on
Nasdaq reported for such date; (b) if the Common Stock is admitted to trading on
a national securities exchange or the Nasdaq National Market on the date the
Option is granted, the Fair Market Value means the closing price reported for
the Common Stock on such exchange or system for such date or, if no sales were
reported for such date, for the last date preceding such date for which a sale
was reported; and (c) the Fair Market Value of the Common Stock on the effective
date of the registration statement for the Company's initial public offering
shall be the initial offering price.


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         2.17   INCENTIVE STOCK OPTION means a stock option described in Section
422 of the Code.

         2.18   INCREMENTAL VALUE has the meaning given such term in Section
7.01 of the Plan.

         2.19   NON-QUALIFIED STOCK OPTION means a stock option which is not an
Incentive Stock Option.

         2.20   OFFICER means a president, vice president, treasurer, secretary,
controller, and any other person who performs functions corresponding to the
foregoing officers for the Company, and any other participant who is deemed to
be an officer of the Company for purposes of Section 16 of the Exchange Act and
the rules thereunder, as currently in effect or as amended from time to time.

         2.21   OPTIONS means all Non-Qualified Stock Options, Incentive Stock
Options and Performance Based Options granted at any time under the Plan.

         2.22   PARTICIPANT shall have the meaning set forth in Article V.

         2.23   PERFORMANCE BASED OPTION means a stock option which, upon
exercise or at any other time, would not result in or give rise to "applicable
employee remuneration" within the meaning of Section 162(m) of the Code.

         2.24   PLAN means the Genomic Solutions Inc. 1998 Stock Option Plan, as
described  herein and as it may be amended from time to time.

         2.25   PURCHASE PRICE, with respect to options, shall have the meaning
set forth in Section 6.02.

         2.26   RESTRICTED SHARE RIGHT means a right to receive Common Stock
subject to restrictions imposed under the terms of an Award granted pursuant to
Article IX.

         2.27   RULE 16B-3 means Rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as currently in effect
and as it may be amended from time to time, and any successor rule.

         2.28   STOCK APPRECIATION RIGHT means an Award granted in accordance
with Article VII.

         2.29   SUBSIDIARY shall have the meaning set forth in Section 424(f) of
 the Code.

         2.30   TERMINATION OF EMPLOYMENT means the voluntary or involuntary
termination of a Participant's employment with the Company for any reason,
including death, disability, retirement or as the result of the divestiture of
the Participant's employer or any other similar transaction in which the
Participant's employer ceases to be the Company or a Subsidiary of the Company.
Whether an authorized leave of absence or absence on military or government
service, absence due to disability, or absence for any other reason shall
constitute Termination of Employment shall be determined in each case by the
Administrator in its sole discretion.

         2.31   TRADING DAY means a day on which public trading of securities
occurs and is reported in the principal consolidated reporting system referred
to in Section 2.16 above, or if the Common Stock is not listed or admitted to
trading on a national securities exchange or included for quotation on the
Nasdaq National Market, any business day.

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                                  ARTICLE III.
                                 ADMINISTRATION

         3.01   ADMINISTRATION. The Plan shall be administered by the Board or,
to the extent determined by the Board, a committee (the "Compensation
Committee") consisting of not less than two non-employee directors of the
Company (within the meaning of Rule 16b-3) to be appointed by, and to serve at
the pleasure of, the Board (in either case, the "Administrator"). It is the
intention of the Company that, with respect to Awards designated as Performance
Based Options, each of the members of the Compensation Committee shall also be
"outside directors" within the meaning of Section 162(m) of the Code. The
Administrator shall administer the Plan in accordance with this provision and
shall have the sole discretionary authority to interpret the Plan, to establish
and modify administrative rules for the Plan, to impose such conditions and
restrictions on Awards as it determines appropriate, to cancel Awards (including
those made pursuant to other plans of the Company) and to substitute new options
(including options granted under other plans of the Company) with the consent of
the recipient, and to take such steps in connection with the Plan and Awards
granted thereunder as it may deem necessary or advisable. The Administrator may,
with respect to Participants who are not Officers, delegate such of its powers
and authority under the Plan as it deems appropriate to designated officers or
employees of the Company.

         3.02   INDEMNIFICATION. Members of the Administrator shall be entitled
to indemnification and reimbursement from the Company for any action or any
failure to act in connection with service as Administrator to the full extent
provided for or permitted by the Company's articles of incorporation or bylaws
or by any insurance policy or other agreement intended for the benefit of the
Company's officers, directors or employees or by any applicable law.

                                   ARTICLE IV.
                   COMMON STOCK ISSUABLE PURSUANT TO THE PLAN

         4.01   SHARES ISSUABLE. Shares to be issued under the Plan may be
authorized and unissued shares or issued shares which have been reacquired by
the Company. Except as provided in Section 4.03, the total number of Shares
available for issuance under the Plan shall be limited so that the sum of the
following shall not exceed One Million (1,000,000): (i) all shares which shall
be issued upon the exercise of outstanding Options or other Awards granted under
the Plan, (ii) all shares for which payment of Incremental Value shall be made
by reason of the exercise of Stock Appreciation Rights at any time granted under
the Plan, and (iii) the number of shares otherwise issuable under an Award which
are applied by the Company to payment of the withholding or tax liability
discussed in Section 11.04.

         4.02   SHARES SUBJECT TO TERMINATED AWARDS. In the event that any Award
at any time granted under the Plan shall be surrendered to the Company, be
terminated or expire before it shall have been fully exercised, or an award of
Stock Appreciation Rights is exercised for cash, then all shares formerly
subject to such Award as to which such Award shall not have been exercised shall
be available for any Award subsequently granted in accordance with the Plan.
Shares of Common Stock subject to Options, or portions thereof, which have been
surrendered in connection with the exercise of tandem Stock Appreciation Rights
shall not be available for subsequent Awards under the Plan, and shares of
Common Stock issued in payment of such Stock Appreciation Rights shall be
charged against the number of shares of Common Stock available for the grant of
Awards. Shares which are reacquired by the Company or shares issuable subject to
Restricted Share Rights which are forfeited pursuant to forfeiture provisions in
the Award Agreement shall be available for subsequently granted Awards only if
the forfeiting Participant received no benefits of ownership (such as dividends
actually paid to the Participant) other than


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voting rights of the forfeited shares. Any shares of Common Stock issued by the
Company pursuant to its assumption or substitution of outstanding grants from
acquired companies shall not reduce the number of shares available for Awards
under this Plan unless issued under this Plan.

         4.03        ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

                     (a)   RECAPITALIZATION. The number and kind of shares
         subject to outstanding Awards, the Purchase Price or Exercise Price for
         such shares, and the number and kind of shares available for Awards
         subsequently granted under the Plan shall be appropriately adjusted to
         reflect any stock dividend, stock split, combination or exchange of
         shares, merger, consolidation or other change in capitalization with a
         similar substantive effect upon the Plan or the Awards granted under
         the Plan. The Administrator shall have the power to determine the
         amount of the adjustment to be made in each case.

                     (b)   SALE OR REORGANIZATION. After any reorganization,
         merger or consolidation in which the Company is a surviving
         corporation, each Participant shall, at no additional cost, be entitled
         upon exercise of an Award to receive (subject to any required action by
         stockholders), in lieu of the number of shares of Common Stock
         receivable or exercisable pursuant to such Award, a number and class of
         shares of stock or other securities to which such Participant would
         have been entitled pursuant to the terms of the reorganization, merger
         or consolidation if, at the time of such reorganization, merger or
         consolidation, such Participant had been the holder of record of a
         number of shares of Common Stock equal to the number of shares
         receivable or exercisable pursuant to such Award. Comparable rights
         shall accrue to each Participant in the event of successive
         reorganizations, mergers or consolidations of the character described
         above.

                     (c)   OPTIONS TO PURCHASE STOCK OF ACQUIRED COMPANIES.
         After any reorganization, merger or consolidation in which the Company
         or a Subsidiary of the Company shall be a surviving corporation, the
         Administrator may grant substituted Options under the provisions of the
         Plan, pursuant to Section 424 of the Code, replacing old options
         granted under a plan of another party to the reorganization, merger or
         consolidation, where such party's stock may no longer be issued
         following such merger or consolidation. The foregoing adjustments and
         manner of application of the foregoing provisions shall be determined
         by the Administrator in its sole discretion. Any adjustments may
         provide for the elimination of any fractional shares which might
         otherwise have become subject to any Awards.

                                   ARTICLE V.
                                  PARTICIPATION

         5.01   ELIGIBLE PARTICIPANTS. Participants in the Plan shall be the
employees of the Company or any Subsidiary, as determined and selected from time
to time by the Administrator, in its sole and absolute discretion. The
Administrator's designation of a Participant in any year shall not require the
Administrator to designate such person to receive Awards in any other year. The
Administrator shall consider such factors as it deems pertinent in selecting
Participants and in determining the type and amount of their respective Awards.


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                                   ARTICLE VI.
                                  OPTION AWARDS

         6.01   POWER TO GRANT OPTIONS. The Administrator may grant, to such
Participants as the Administrator may select, Options entitling the Participant
to purchase Common Stock from the Company at such price, in such quantity and on
such terms and subject to such conditions, not inconsistent with the terms of
this Plan, as may be established by the Administrator. The terms of any Option
granted under this Plan shall be set forth in an Award Agreement.
Notwithstanding the foregoing, Options granted to Officers shall not be
exercisable for a period of at least six months from the Date of Grant.

         6.02   PURCHASE PRICE OF OPTIONS. The Purchase Price of each share of
Common Stock which may be purchased upon exercise of any Option granted under
the Plan shall be equal to or greater than the Fair Market Value on the Date of
Grant; provided, however, that the Purchase Price of each share of Common Stock
which may be purchased upon exercise of a Non-Qualified Stock Option shall be no
less than ninety percent (90%) of the Fair Market Value on the Date of Grant if
such discount is expressly granted in lieu of a reasonable amount of salary or
bonus; provided, further, that the Purchase Price for shares of Common Stock
purchased pursuant to Stock Options designated by the Administrator as Incentive
Stock Options shall be equal to or greater than the Fair Market Value on the
Date of Grant as required under Section 422 of the Code and provided further
that the Purchase Price for shares of Common Stock purchased pursuant to Stock
Options designated by the Administrator as Performance Based Options shall be
equal to or greater than the Fair Market Value on the Date of Grant.

         6.03   DESIGNATION OF INCENTIVE STOCK OPTIONS. Except as otherwise
expressly provided in the Plan, the Administrator may designate, at the Date of
Grant of each Option to a Participant that is an employee of the Company or a
Subsidiary, that the Option is an Incentive Stock Option under Section 422 of
the Code.

                (a)  INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant
         may be granted Incentive Stock Options under the Plan (or any other
         plans of the Company) which would result in stock with an aggregate
         Fair Market Value (measured on the Date of Grant) of more than $100,000
         first becoming exercisable in any one calendar year, or which would
         entitle such Participant to purchase a number of shares greater than
         the maximum number permitted by Section 422 of the Code as in effect on
         the Date of Grant.

                (b)  OTHER INCENTIVE STOCK OPTION TERMS. Whenever possible,
         each provision in the Plan and in every Option granted under this Plan
         which is designated by the Administrator as an Incentive Stock Option
         shall be interpreted in such a manner as to entitle the Option to the
         tax treatment afforded by Section 422 of the Code. If any provision of
         this Plan or any Option designated by the Administrator as an Incentive
         Stock Option shall be held not to comply with requirements necessary to
         entitle such Option to such tax treatment, then (i) such provision
         shall be deemed to have contained from the outset such language as
         shall be necessary to entitle the Option to the tax treatment afforded
         under Section 422 of the Code, and (ii) all other provisions of this
         Plan and the Award Agreement shall remain in full force and effect. If
         any agreement covering an Option designated by the Administrator to be
         an Incentive Stock Option under this Plan shall not explicitly include
         any terms required to entitle such Incentive Stock Option to the tax
         treatment afforded by Section 422 of the Code, all such terms shall be
         deemed implicit in the designation of such Option and the Option shall
         be deemed to have been granted subject to all such terms.


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         6.04   DESIGNATION OF PERFORMANCE BASED OPTIONS. Except as otherwise
expressly provided in the Plan, the Administrator may designate, at the Date of
Grant of each Option to a Participant that is an employee of the Company or a
Subsidiary, that the Option is a Performance Based Option. A Performance Based
Option shall have a Purchase Price not less than the Fair Market Value on the
Date of Grant and shall contain such other terms and conditions as the
Administrator may deem necessary so that, upon exercise or at any other time,
the Performance Based Option does not result in or give rise to "applicable
employee remuneration" within the meaning of Section 162(m) of the Code.

         6.05   RIGHTS AS A STOCKHOLDER. The Participant or any transferee of an
Option pursuant to Section 8.02 or Section 11.05 shall have no rights as a
stockholder with respect to any shares of Common Stock covered by an Option
until the Participant or transferee shall have become the holder of record of
any such shares, and no adjustment shall be made for dividends and cash or other
property or distributions or other rights with respect to any such shares of
Common Stock for which the record date is prior to the date on which the
Participant or a transferee of the Option shall have become the holder of record
of any such shares covered by the Option.

                                  ARTICLE VII.
                            STOCK APPRECIATION RIGHTS

         7.01   POWER TO GRANT STOCK APPRECIATION RIGHTS. The Administrator is
authorized to grant to any Participant, on such terms established by the
Administrator on or prior to the Date of Grant and subject to and not
inconsistent with the provisions of this Plan, the right to receive the payment
from the Company, payable as provided in Section 7.04, of an amount equal to the
Incremental Value of the Stock Appreciation Rights, which shall be an amount
equal to the remainder derived from subtracting (i) the Exercise Price for the
right established in the Award Agreement from (ii) the Fair Market Value of a
share of Common Stock on the date of exercise. The terms of any Stock
Appreciation Right granted under the Plan shall be set forth in an Award
Agreement.

         7.02   TANDEM STOCK APPRECIATION RIGHTS. The Administrator may grant to
any Participant a Stock Appreciation Right consistent with the provisions of
this Plan covering any share of Common Stock which is, at the Date of Grant of
the Stock Appreciation Right, also covered by an Option granted to the same
Participant, either prior to or simultaneously with the grant to such
Participant of the Stock Appreciation Right, provided: (i) any Option covering
any share of Common Stock shall expire and not be exercisable upon the exercise
of any Stock Appreciation Right with respect to the same share; (ii) any Stock
Appreciation Right covering any share of Common Stock shall not be exercisable
upon the exercise of any related Option with respect to the same share; and
(iii) an Option and Stock Appreciation Right covering the same share of Common
Stock may not be exercised simultaneously.

         7.03   EXERCISE PRICE. The Exercise Price established under any Stock
Appreciation Right granted under this Plan shall be determined by the
Administrator and, in the case of a tandem Stock Appreciation Right, shall not
be less than the Purchase Price of the related Option. Upon exercise of the
Stock Appreciation Rights, the number of shares subject to exercise under a
related Option shall automatically be reduced by the number of shares of Common
Stock represented by the Option or portion thereof which is surrendered as a
result of the exercise of such Stock Appreciation Rights.

         7.04   PAYMENT OF INCREMENTAL VALUE. Any payment which may become due
from the Company by reason of Participant's exercise of a Stock Appreciation
Right may be paid to the Participant as determined by the Administrator (i) all
in cash, (ii) all in Common Stock, or (iii) in


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any combination of cash and Common Stock. In the event that all or a portion of
the payment is made in Common Stock, the number of shares of the Common Stock
delivered in satisfaction of such payment shall be determined by dividing the
amount of the payment by the Fair Market Value on the date of exercise. The
Administrator may determine whether payment upon exercise of a Stock
Appreciation Right will be made in cash or in stock, or a combination thereof,
upon or at any time prior to the exercise of such Stock Appreciation Right. No
fractional share of Common Stock shall be issued to make any payment; if any
fractional shares would be issuable, the mix of cash and Common Stock payable to
the Participant shall be adjusted as directed by the Administrator to avoid the
issuance of any fractional share. Payment may be made in cash to Officers only
if the Stock Appreciation Right is exercised during the "window period" required
under Rule 16b-3(e)(3) and otherwise in accordance with Rule 16b-3.

                                  ARTICLE VIII.
                 TERMS OF OPTIONS AND STOCK APPRECIATION RIGHTS

         8.01   DURATION OF OPTIONS AND STOCK APPRECIATION RIGHTS. Options and
Stock Appreciation Rights shall terminate after the first to occur of the
following events:

                (a)   Expiration Date of the Award as provided in the Award
         Agreement; or

                (b)   Termination of the Award as provided in Section 8.02; or

                (c) In the case of an Incentive Stock Option, ten years from the
         Date of Grant; or

                (d) Solely in the case of tandem Stock Appreciation Rights, upon
         the Expiration Date of the related Option.

         8.02   EXERCISE ON DEATH OR TERMINATION OF EMPLOYMENT.

                (a)   Unless otherwise provided in the Award Agreement, in the
         event of the death of a Participant while an employee of the Company
         or a Subsidiary of the Company, the right to exercise all unexpired
         Awards shall be accelerated and shall accrue as of the date of death,
         and the Participant's Awards may be exercised by his Beneficiary at any
         time within one year after the date of the Participant's death.

                (b)   Unless otherwise provided in the Award Agreement, in
         the event of a Participant's Termination of Employment at any time for
         any reason (including disability or retirement) other than death or for
         "cause" (as defined in paragraph (d) below), an Award may be exercised,
         but only to the extent it was otherwise exercisable, on the date of
         Termination of Employment, within ninety days after the date of
         Termination of Employment. In the event of the death of the Participant
         within the ninety-day period following Termination of Employment, his
         Award may be exercised by his Beneficiary within the one year period
         provided in subparagraph (a) above.

                (c)   With respect to an Award which is intended to constitute
         an Incentive Stock Option, upon Termination of Employment, such Award
         shall be exercisable as provided in Section 422 of the Code.

                (d)   In the event that a Participant's Termination of
         Employment is for "cause", all Awards shall terminate immediately upon
         Termination of Employment. A Participant's employment shall be deemed
         to have been terminated for "cause" if such termination is determined,
         in the sole discretion of the Administrator, to have resulted from an
         act or omission by the Participant constituting active and deliberate
         dishonesty, as

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         established by a final judgment or actual receipt of an improper
         benefit or profit in money, property or services, or from the material
         breach on any provision of an employment agreement (or, in the absence
         of an employment agreement, the consistent failure or refusal of the
         Participant to perform according to reasonable expectations and
         standards set by the Board and/or management consistent with
         Participant's title and position) after receipt of notice of such
         failure from the Company specifying how the Participant has so failed
         to perform.

         8.03   ACCELERATION OF EXERCISE TIME. The Administrator, in its sole
discretion, shall have the right (but shall not in any case be obligated) to
permit purchase of shares under any Award prior to the time such Award would
otherwise become exercisable under the terms of the Award Agreement.

         8.04   EXTENSION OF EXERCISE TIME. The Administrator, in its sole
discretion, shall have the right (but shall not in any case be obligated) to
permit any Award granted under this Plan to be exercised after its Expiration
Date or after the ninety day period following Termination of Employment or
service on the Board, subject, however, to the limitations described in Section
8.01 (c) and (d).

         8.05   CONDITIONS FOR EXERCISE. An Award Agreement may contain such
waiting periods, exercise dates and restrictions on exercise (including, but not
limited to, periodic installments which may be cumulative) as may be determined
by the Administrator at the Date of Grant. No Stock Appreciation Right may be
exercised prior to six months from the Date of Grant.

         8.06   CHANGE OF CONTROL EVENT. The Administrator, in its sole
discretion, shall have the right (but shall not in any case be obligated) to
establish in the Award Agreement, upon the occurrence of a Change of Control
Event, irrespective of whether or not an Award is then exercisable, that the
Participant shall have the right to exercise in full any unexpired Award to the
extent not theretofore exercised or terminated; provided, however, that any
Stock Appreciation Right so exercised must have a Date of Grant at least six
months prior to the date of exercise.

         8.07   EXERCISE PROCEDURES. Each Option and Stock Appreciation Right
granted under the Plan shall be exercised by written notice to the Company which
must be received by the officer of the Company designated in the Award Agreement
on or before the Expiration Date of the Award. The Purchase Price of shares
purchased upon exercise of an Option granted under the Plan shall be paid in
full in cash by the Participant pursuant to the Award Agreement; provided,
however, that the Administrator may (but need not) permit payment to be made by
delivery to the Company of either (a) shares of Common Stock (including shares
issuable to the Participant pursuant to the exercise of the Option), or (b) any
combination of cash and shares of Common Stock, or (c) such other consideration
as the Administrator deems appropriate and in compliance with applicable law
(including payment in accordance with a cashless exercise program under which,
if so instructed by the Participant, shares of Common Stock may be issued
directly to the Participant's broker or dealer upon receipt of the Purchase
Price in cash from the broker or dealer.) In the event that any Common Stock
shall be transferred to the Company to satisfy all or any part of the Purchase
Price, the part of the Purchase Price deemed to have been satisfied by such
transfer of Common Stock shall be equal to the product derived by multiplying
the Fair Market Value as of the date of exercise times the number of shares
transferred. The Participant may not transfer to the Company in satisfaction of
the Purchase Price (y) a number of shares which when multiplied times the Fair
Market Value as of the date of exercise would result in a product greater than
the Purchase Price or (z) any fractional share of Common Stock. Any part of the
Purchase Price paid in cash upon the exercise of any Option shall be added to
the general funds of the Company and used for any proper corporate purpose.
Unless the Administrator shall

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otherwise determine, any Common Stock transferred to the Company as payment of
all or part of the Purchase Price upon the exercise of any Option shall be held
as treasury shares.

                                   ARTICLE IX.
                             RESTRICTED STOCK AWARDS

         9.01   RESTRICTED SHARE AWARDS. The Administrator may grant to any
Participant an Award of Restricted Share Rights entitling such person to receive
shares of Common Stock in such quantity, and on such terms, conditions and
restrictions (whether based on performance standards, periods of service or
otherwise) as the Administrator shall determine on or prior to the Date of
Grant. The terms of any Award of Restricted Share Rights granted under the Plan
shall be set forth in an Award Agreement.

         9.02   DURATION OF RESTRICTED SHARE RIGHTS. In no event shall any
Restricted Share Rights granted entitle the holder to receive shares of Common
Stock free of all restrictions on transfer at any time prior to the expiration
of three years from the Date of Grant, and each Award Agreement shall provide
that the Participant shall remain employed by the Company or a Subsidiary for
that three year period (subject to the Company's or Subsidiary's right to
terminate such employment).

         9.03   FORFEITURE OF RESTRICTED SHARE RIGHTS. Subject to Section 9.05,
all Restricted Share Rights shall be forfeited and all Restricted Share Awards
shall terminate unless the Participant continues in the service of the Company
or a Subsidiary until the expiration of the forfeiture and satisfies any other
conditions set forth in the Award Agreement. If the Award Agreement shall so
provide, in the case of death, disability or retirement (as defined in the Award
Agreement) of the Participant, all of the shares covered by the Restricted Share
Rights shall immediately vest and any restrictions shall lapse as of the date of
such death, disability or retirement.

         9.04   DELIVERY OF SHARES UPON VESTING. Upon the lapse of the
restrictions established in the Award Agreement, the Participant shall be
entitled to receive, without payment of any cash or other consideration,
certificates for the number of shares covered by the Award.

         9.05   WAIVER OR MODIFICATION OF FORFEITURE PROVISIONS. The
Administrator has full power and authority to modify or waive any or all terms,
conditions or restrictions (other than the minimum restriction period set forth
in Section 9.02) applicable to any Restricted Share Rights granted to a
Participant under the Plan; provided that no modification shall, without consent
of the Participant, adversely affect the Participant's rights thereunder and no
modification shall reduce the employment requirement to less than three years,
except in the case of death, disability or retirement.

         9.06   RIGHTS AS A STOCKHOLDER. No person shall have any rights as a
stockholder with respect to any shares subject to Restricted Share Rights until
such time as the person shall have been issued a certificate for such shares.


                                      -10-
<PAGE>   11



                                   ARTICLE X.
                            OTHER STOCK BASED AWARDS

         10.01  GRANT OF OTHER AWARDS. Other Awards of Common Stock or other
securities of the Company and other Awards that are valued in whole or in part
by reference to, or are otherwise based on, Common Stock ("Other Awards") may be
granted either alone or in addition to or in conjunction with Options or Stock
Appreciation Rights under the Plan. Subject to the provisions of the Plan, the
Administrator shall have the sole and complete authority to determine the
persons to whom and the time or times at which Other Awards shall be made, the
number of shares of Common Stock or other securities, if any, to be granted
pursuant to such Other Awards, and all other conditions of such Other Awards.
Any Other Award shall be confirmed by an Award Agreement executed by the
Administrator and the Participant, which agreement shall contain such provisions
as the Administrator determines to be necessary or appropriate to carry out the
intent of this Plan with respect to the Other Award.

         10.02  TERMS OF OTHER AWARDS. In addition to the terms and conditions
specified in the Award Agreement, Other Awards made pursuant to this Article X
shall be subject to the following:

                (a)   Any shares of Common Stock subject to such Other Awards
         may not be sold, assigned, transferred or otherwise encumbered prior to
         the date on which the shares are issued, or, if later, the date on
         which any applicable restriction, performance or deferral period
         lapses; and

                (b)   If specified by the Administrator and the Award
         Agreement, the recipient of an Other Award shall be entitled to
         receive, currently or on a deferred basis, interest or dividends or
         dividend equivalents with respect to the Common Stock or other
         securities covered by the Other Award; and

                (c)   The Award Agreement with respect to any Other Award
         shall contain provisions providing for the disposition of such Other
         Award in the event of Termination of Employment prior to the exercise,
         realization or payment of such Other Award, with such provisions to
         take account of the specific nature and purpose of the Other Award.

                                   ARTICLE XI.
                         TERMS APPLICABLE TO ALL AWARDS

         11.01  AWARD AGREEMENT. The grant and the terms and conditions of the
Award shall be set forth in an Award Agreement between the Company and the
Participant. No person shall have any rights under any Award granted under the
Plan unless and until the Administrator and the Participant to whom the Award is
granted shall have executed and delivered an Award Agreement expressly granting
the Award to such person and setting forth the terms of the Award.

         11.02  PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the
Administrator have the power to grant any Award under the Plan which is contrary
to any of the provisions of the Plan. In the event any provision of any Award
granted under the Plan shall conflict with any term in the Plan as constituted
on the Date of Grant of such Award, the term in the Plan as constituted on the
Date of Grant of such Award shall control. Except as provided in Section 4.03,
(i) the terms of any Award granted under the Plan may not be changed after the
granting of such Award without the express approval of the Participant and (ii)
no modification may be made to an Award granted to an Officer except in
compliance with Rule 16b-3.


                                      -11-
<PAGE>   12

         11.03  MODIFICATION OF AWARD AFTER GRANT. Each Award granted under the
Plan to a Participant other than an Officer may be modified after the date of
its grant by express written agreement between the Company and the Participant,
provided that such change (i) shall not be inconsistent with the terms of the
Plan and (ii) shall be approved by the Administrator. No modifications may be
made to any Awards granted to an Officer except in compliance with Rule 16b-3.

         11.04  TAXES. The Company shall be entitled, if the Administrator deems
it necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax required by
law to be withheld or paid by the Company with respect to any amount payable
and/or shares issuable under such Participant's Award, or with respect to any
income recognized upon a disqualifying disposition of shares received pursuant
to the exercise of an Incentive Stock Option, and the Company may defer payment
or issuance of the cash or stock upon exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for such tax. The amount
of such withholding or tax payment shall be determined by the Administrator and,
unless otherwise provided by the Administrator, shall be payable by the
Participant at the time of issuance or payment in accordance with the following
rules:

                (a)   A Participant, other than an Officer, shall have the right
         to elect to meet his or her withholding requirement by: (1) having the
         Company withhold from such Award the appropriate number of shares of
         Common Stock, rounded out to the next whole number, the Fair Market
         Value of which is equal to such amount, or, in the case of the cash
         payment, the amount of cash, as is determined by the Company to be
         sufficient to satisfy applicable tax withholding requirements; or (2)
         direct payment to the Company in cash of the amount of any taxes
         required to be withheld with respect to such Award.

                (b)   Unless otherwise provided by the Administrator, with
         respect to Officers, the Company shall withhold from such Award the
         appropriate number of shares of Common Stock, rounded up to the next
         whole number, the Fair Market Value of which is equal to the amount, as
         determined by the Administrator, (or, in the case of a cash payment,
         the amount of cash) required to satisfy applicable tax withholding
         requirements.

                (c)   In the event that an Award or property received upon
         exercise of an Award has already been transferred to the Participant on
         the date upon which withholding requirements apply, the Participant
         shall pay directly to the Company the cash amount determined by the
         Company to be sufficient to satisfy applicable federal, state or local
         withholding requirements. The Participant shall provide to the Company
         such information as the Company shall require to determine the amounts
         to be withheld and the time such withholding requirements become
         applicable.

                (d)   If permitted under applicable federal income tax laws, a
         Participant may elect to be taxed in the year in which an Award is
         exercised or received, even if it would not otherwise have become
         taxable to the Participant. If the Participant makes such an election,
         the Participant shall promptly notify the Company in writing and shall
         provide the Company with a copy of the executed election form as filed
         with the Internal Revenue Service no later than thirty days from the
         date of exercise or receipt. Promptly following such notification, the
         Participant shall pay directly to the Company the cash amount
         determined by the Company to be sufficient to satisfy applicable
         federal, state or local withholding tax requirements.

         11.05  LIMITATIONS ON TRANSFER. A Participant's rights and interest
under the Plan may not be assigned or transferred other than by will or the laws
of descent and distribution. Notwithstanding the foregoing, or any other
provision of this Plan, a Participant who holds Non-Qualified Stock Options may
transfer such Options to his or her spouse, lineal ascendants, lineal


                                      -12-
<PAGE>   13

descendants, or to a duly established trust for the benefit of one or more of
these individuals. Options so transferred may thereafter be transferred only to
the Participant who originally received the Options or to an individual or trust
to whom the Participant could have initially transferred the Option pursuant to
this Section 11.05. Options which are transferred pursuant to this Section 11.05
shall be exercisable by the transferee according to the same terms and
conditions as applied to the Participant.

         11.06  SURRENDER OF AWARDS. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the Administrator
and Participant approve, including, but not limited to, terms which provide that
upon such surrender the Company will pay to the Participant cash or Common
Stock, or a combination of cash and Common Stock.

                                  ARTICLE XII.
                               GENERAL PROVISIONS

         12.01  AMENDMENT AND TERMINATION OF PLAN.

                (a)   AMENDMENT. The Board shall have complete power and
         authority to amend the Plan at any time and to add any other stock
         based Award or other incentive compensation programs to the Plan as it
         deems necessary or appropriate and no approval by the stockholders of
         the Company or by any other person, committee or entity of any kind
         shall be required to make any amendment; provided, however, that the
         Board shall not, without the requisite affirmative approval of the
         stockholders of the Company, (i) make any amendment which requires
         stockholder approval under any applicable law, including Rule 16b-3 or
         the Code; or (ii) which, unless approved by the requisite affirmative
         approval of stockholders of the Company, would cause, result in or give
         rise to "applicable employee remuneration" within the meaning of
         Section 162(m) of the Code with respect to any Performance Based
         Option. No termination or amendment of the Plan may, without the
         consent of the Participant to whom any Award shall theretofore have
         been granted under the Plan, adversely affect the right of such
         individual under such Award. For the purposes of this section, an
         amendment to the Plan shall be deemed to have the affirmative approval
         of the stockholders of the Company if such amendment shall have been
         submitted for a vote by the stockholders at a duly called meeting of
         such stockholders at which a quorum was present and the majority of
         votes cast with respect to such amendment at such meeting shall have
         been cast in favor of such amendment, or if the holders of outstanding
         stock having not less than a majority of the outstanding shares consent
         to such amendment in writing in the manner provided under the Company's
         bylaws.

                (b)   TERMINATION. The Board shall have the right and the power
         to terminate the Plan at any time. If the Plan is not earlier
         terminated, the Plan shall terminate when all shares authorized under
         the Plan have been issued. No Award shall be granted under the Plan
         after the termination of the Plan, but the termination of the Plan
         shall not have any other effect and any Award outstanding at the time
         of the termination of the Plan may be exercised after termination of
         the Plan at any time prior to the expiration date of such Award to the
         same extent such award would have been exercisable if the Plan had not
         been terminated.

         12.02  NO RIGHT TO EMPLOYMENT. No employee or other person shall have
any claim or right to be granted an Award under this Plan. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee any right
to be retained in the employ of the Company or a Subsidiary of the Company.


                                      -13-
<PAGE>   14

         12.03  COMPLIANCE WITH RULE 16B-3. It is intended that the Plan be
applied and administered in compliance with Rule 16b-3. If any provision of the
Plan would be in violation of Rule 16b-3 if applied as written, such provision
shall not have effect as written and shall be given effect so as to comply with
Rule 16b-3, as determined by the Administrator. The Board is authorized to amend
the Plan and to make any such modifications to Award Agreements to comply with
Rule 16b-3, as it may be amended from time to time, and to make any other such
amendments or modifications as it deems necessary or appropriate to better
accomplish the purposes of the Plan in light of any amendments made to Rule
16b-3.

         12.04  SECURITIES LAW RESTRICTIONS. The shares of Common Stock issuable
pursuant to the terms of any Awards granted under the Plan may not be issued by
the Company without registration or qualification of such shares under the
Securities Act of 1933, as amended, or under various state securities laws or
without an exemption from such registration requirements. Unless the shares to
be issued under the Plan have been registered and/or qualified as appropriate,
the Company shall be under no obligation to issue shares of Common Stock upon
exercise of an Award unless and until such time as there is an appropriate
exemption available from the registration or qualification requirements of
federal or state law as determined by the Administrator in its sole discretion.
The Administrator may require any person who is granted an award hereunder to
agree with the Company to represent and agree in writing that if such shares are
issuable under an exemption from registration requirements, the shares will be
"restricted" securities which may be resold only in compliance with applicable
securities laws, and that such person is acquiring the shares issued upon
exercise of the Award for investment, and not with the view toward distribution.

         12.05  NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by
the Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock or stock options otherwise
than under the Plan.

         12.06  CAPTIONS. The captions (i.e., all section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.

         12.07  SEVERABILITY. Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such a
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Award at any time granted under the Plan shall be held to be
prohibited or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Award at any time granted under the Plan shall remain
in full force and effect.

         12.08  NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Administrator, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Administrator.

         12.09  CHOICE OF LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.



                                      -14-
<PAGE>   15


                       AMENDMENT TO GENOMIC SOLUTIONS INC.
                             1998 STOCK OPTION PLAN

THIS AMENDMENT to the GENOMIC SOLUTIONS INC. 1998 STOCK OPTION PLAN is made as
of February 10, 2000, but is effective as of the closing of the Company's
Qualified Initial Public Offering, as defined below.

1.       Section 2.09 of the Plan is hereby deleted in its entirety and replaced
with the following Section 2.06:

                  2.09 COMMON STOCK means, in the event the Company completes a
         Qualified Initial Public Offering, the Callable Common Stock of the
         Company, par value $0.001, which is callable until the expiration of
         the period (the "Call Period") for which PerkinElmer, Inc., a
         Massachusetts corporation ("PKI"), has a right to cause the Company to
         redeem the Callable Common Stock. After expiration of the Call Period,
         or in the event the Company does not complete a Qualified Initial
         Public Offering prior to expiration of the Call Period, Common Stock
         means the Common Stock of the Company, par value $0.001. A "Qualified
         Initial Public Offering" means an initial public offering by us for an
         aggregate offering price of at least $20 million, firmly underwritten
         by a nationally recognized underwriter, that results in our stock being
         listed on the New York Stock Exchange or the Nasdaq National Market
         System.

2.       Section 4.01 of the Plan is hereby deleted in its entirety and replaced
         with the following Section 4.01:

                  4.01 SHARES ISSUABLE. Shares to be issued under the Plan may
be authorized and unissued shares or issued shares which have been reacquired by
the Company. Except as provided in Section 4.03, the Awards granted to any
Participant and to all Participants in the aggregate under the Plan shall be
limited so that the sum of the following shall never exceed ten percent (10%) of
the total number of outstanding shares of Common Stock from time to time: (i)
all shares which shall be issued upon the exercise of outstanding Options or
other Awards granted under the Plan, (ii) all shares for which payment of
Incremental Value shall be made by reason of the exercise of Stock Appreciation
Rights at any time granted under the Plan, and (iii) the number of shares
otherwise issuable under an Award which are applied by the Company to payment of
the withholding or tax liability discussed in Section 11.04; provided, however,
that in no event shall the number of shares of Common Stock which may be issued
upon the exercise of Incentive Stock Options exceed 1,242,600 shares, subject to
adjustment in accordance with Section 4.03.


<PAGE>   16



3.       Section 4.03 of the Plan is hereby amended to read as follows:

                  4.03  ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

                  (a) RECAPITALIZATION. The number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares, and
the number and kind of shares available for Awards subsequently granted under
the Plan shall be appropriately adjusted to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in capitalization with a similar substantive effect upon the Plan or the Awards
granted under the Plan. The Administrator shall have the power to determine the
amount of the adjustment to be made in each case.

                  (b) SALE OR REORGANIZATION. After any reorganization, merger
or consolidation in which the Company is a surviving corporation, each
Participant shall, at no additional cost, be entitled upon exercise of an Award
to receive (subject to any required action by stockholders), in lieu of the
number of shares of Common Stock receivable or exercisable pursuant to such
Award, a number and class of shares of stock or other securities to which such
Participant would have been entitled pursuant to the terms of the
reorganization, merger or consolidation if, at the time of such reorganization,
merger or consolidation, such Participant had been the holder of record of a
number of shares of Common Stock equal to the number of shares receivable or
exercisable pursuant to such Award. Comparable rights shall accrue to each
Participant in the event of successive reorganizations, mergers or
consolidations of the character described above.

                  (c) OPTIONS TO PURCHASE STOCK OF ACQUIRED COMPANIES. After any
reorganization, merger or consolidation in which the Company or a Subsidiary of
the Company shall be a surviving corporation, the Administrator may grant
substituted Options under the provisions of the Plan, pursuant to Section 424 of
the Code, replacing old options granted under a plan of another party to the
reorganization, merger or consolidation, where such party's stock may no longer
be issued following such merger or consolidation. The foregoing adjustments and
manner of application of the foregoing provisions shall be determined by the
Administrator in its sole discretion. Any adjustments may provide for the
elimination of any fractional shares which might otherwise have become subject
to any Awards.


             (d) EFFECT OF EXERCISE OF PERKINELMER, INC. OPTION. If PKI
exercises its option pursuant to the Securities Purchase Agreements (defined
below) or exercises its right to cause the Company to redeem the Common Stock,
and PKI notifies the Company that it will not assume the Options previously
granted under this Plan and substitute for such Options new options, or if PKI
fails to timely notify the Company that it will assume and substitute the
Options (both within the meaning of Section 424(a) of the Code), each Option
then outstanding and exercisable will be deemed, to the extent vested, exercised
in full immediately prior to the exercise of PKI's option pursuant to the
Securities Purchase

<PAGE>   17


Agreements or redemption by the Company at the direction of PKI, as the case may
be, and the Option shall thereupon be cancelled. If at that time, the Common
Stock is callable, all Common Stock deemed issued under the Option will be
redeemed by the Company at the same time the shares of Common Stock are
redeemed. If at that time, the Common Stock is not callable, all Common Stock
deemed issued under the Option will be transferred to PKI in accordance with the
terms of the Securities Purchase Agreements. If the Common Stock is redeemed by
the Company, the holder shall receive the redemption price per share, as defined
in the Company's Third Amended and Restated Certificate of Incorporation, net of
any exercise price payable by the holder and less any taxes withheld pursuant to
Section 11.04 of the Plan. If the Common Stock is transferred to PKI pursuant to
the terms of the Securities Purchase Agreements, the holder shall receive the
purchase price per share, as defined in the Securities Purchase Agreements, net
of any exercise price payable by the holder and less any taxes withheld pursuant
to Section 11.04 of the Plan. The "Securities Purchase Agreements" are those
securities purchase agreements entered into between PKI and holders of the
Company's equity securities, dated January 26, 2000.

4.       The terms and provisions of the Plan shall in all other regards remain
in full force and effect.