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                                                               EXHIBIT 10.12(b)

THIS AGREEMENT is made the 9th day of December 1998

BETWEEN:-

(1)  GENOMIC SOLUTIONS LIMITED of Unit 3, Forge Close, Little End Road, Eaton
     Socon, Huntingdon, PE19 3TP United Kingdom ("the Company"); and

(2)  KEVIN AUTON of 43 Masefield Ave, Eaton Ford, St Neots, Cambridgeshire,
     United Kingdom ("the Executive").

IT IS AGREED as follows:-

1.   Definitions

1.1  In this Agreement unless the context otherwise requires:-

     1.1.1     "the Board" means the Board of Directors for the time being of
               the Company;

     1.1.2     "holiday year" means the period of twelve consecutive calendar
               months commencing on the First day of January in each year;

     1.1.3     "Invention or Inventions" means any know-how, invention,
               formula, process or improvement, trade mark or name, copyright,
               design, plan, drawing, specification or device of whatever
               nature invented, developed or devised by the Executive during
               his employment with the Company and which relates to or is
               useful in connection with any process, product or activity
               carried on, made or dealt in by the Company;

     1.1.4     "the Group" means the Company its holding company its
               subsidiaries and subsidiaries of its holding company both
               present and future or any one or more of such holding or
               subsidiary companies as appropriate (and for the purposes of
               this Agreement the expressions "holding company" and
               "subsidiary" shall have the same meanings ascribed thereto by
               Section 736 of the Companies Act 1985).

1.2  The headings in this Agreement are inserted for convenience only and shall
     not affect its construction.

1.3  All references to any statute shall include reference to any statutory
     amendment or re-enactment thereof.

2    Appointment

The Executive shall be employed by the Company under the terms of this
Agreement as an executive of the Company with the title of Managing Director or
in such other capacity of a similar status as the Company may from time to time
reasonably require for the period stipulated below.

3.   Term of Employment

3.1  The Executive shall be employed by the Company (subject as provided below)
     with effect from 16th March 1998 and thereafter unless and until his
     employment under this Agreement is terminated by either party giving to
     the other not less than 6 months' prior written notice.

3.2  No previous employment of the Executive shall count as part of his
     continuous period of employment, which accordingly began on the date of
     commencement of the employment of the Executive under this Agreement as
     set out in clause 3.1 above.

3.3  The Executive warrants to the Company that by virtue of entering into this
     Agreement he will not be in breach of any express or implied terms of any
     contract with or of any other obligation to any third party (binding or
     not) on him.

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4.   DUTIES OF THE EXECUTIVE

4.1  The Executive may be required in pursuance of his duties to perform
     services not only for the Company but also for any other company comprised
     within the Group and without further remuneration (except as may otherwise
     be agreed) to accept such offices therein as the Board may from time to
     time require.

4.2  During the course of his employment under this Agreement the Executive
     shall use his best endeavours to promote the interests of the Company and
     the other companies within the Group, giving at all times the full benefit
     of his knowledge, expertise and skill. He shall perform the duties and
     exercise the powers consistent with his office and those which may from
     time to time be assigned to or vested in him by the Board and shall give to
     the Board all such information regarding the affairs of the Company as it
     shall require and shall at all times conform to the reasonable instructions
     or directions of the Board and implement and apply the policy of the
     Company as determined by the Board from time to time.

4.3  The Executive shall report directly from time to time to the Chairman of
     the Company, as and when required by the Chairman. The Executive shall
     attend every meeting of the Board and in the event the Executive fails to
     attend more than 2 such meetings within any 12 month period without
     reasonable cause, the Company may take disciplinary action against the
     Executive.

4.4  In order to investigate a complaint against the Executive of misconduct the
     Company is entitled to suspend the Executive on full pay for so long as may
     be necessary to carry out a proper investigation and hold a disciplinary
     hearing.

5.   HOURS OF WORK

The Executive shall, unless prevented by ill-health or injury and except during
holidays (to be taken in accordance with the provisions set out below), devote
the whole of his working time and attention (being business hours and other
hours worked) to the service of the Company. The Executive's hours of work
shall be such hours as may be necessary for the proper discharge of his duties
under this Agreement and he shall not be entitled to receive any additional
remuneration for work outside normal business hours (9:00 a.m. to 5:00 p.m.).

6.   SALARY

6.1  During the continuance of his employment under this Agreement the Company
     shall procure that the Executive is paid:

     6.1.1     a salary at the rate of PoundSterling60,000 per annum, together
               with any additional amounts, by way of increase from time to time
               as may be approved by the Board. Such salary shall accrue from
               day to day, shall be payable in equal monthly installments in
               arrears on or about the last day of each month and shall be
               inclusive of any fees to which the Executive may be entitled as a
               director of the Company or of any other company comprised within
               the Group; and

     6.1.2     a bonus at the absolute discretion of the Board in accordance
               with the Group Bonus Scheme in force from time to time the
               details of which shall be provided from time to time to the
               Executive.

6.2  The Company shall be entitled to deduct from the Executive's remuneration
     any monies which the Executive may owe the Company from time to time.

7.   PLACE OF WORK

7.1  The Executive's duties under this Agreement shall relate primarily to the
     United Kingdom but shall extend to occasional travel abroad if so required
     by the Company. The Executive's principal place

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       of work at the date of this Agreement shall be at Forge Close, Little End
       Road, Eaten Socon, Cambridgeshire, United Kingdom.

7.2    During his employment under this Agreement the Executive shall travel at
       the Company's expense to such places and in such manner as the Board may
       reasonably require.

7.3    Save to extent referred to above in this clause 7, there are no
       particulars regarding overseas working provisions.

8.     EXPENSES

Upon presentation of all relevant receipts and vouchers the Company shall pay to
the Executive the amount of all hotel, travelling, and other expenses reasonably
and properly incurred by him in carrying out his duties under this Agreement.

9.     MOTOR CAR

9.1    The Company shall provide a car of a type appropriate to the Executive's
       position in the Company in accordance with the Company's policy from time
       to time for the use of the Executive in the performance of his duties
       under this Agreement and shall pay running expenses in connection
       therewith insofar as they are properly and reasonably incurred by the
       Executive in the performance of his duties in accordance with the
       Company's policy from time to time.

9.2    Subject to such restrictions and upon such conditions (if any) as the
       Company may from time to time impose, the Executive shall be entitled to
       use such car for his own private use. The Executive shall not permit the
       car to be taken out of the United Kingdom without the prior written
       consent of the Company.

9.3    The Executive shall return such car to the Company immediately after the
       termination of his employment under this Agreement or if he ceases at any
       time during the period of his employment under this Agreement to hold a
       valid and current license to drive private motor cars.

9.4    The Executive shall at all times take good care of the car and procure
       that (the cost of doing so being borne by the Company) it is property
       taxed, kept in a roadworthy condition and that the provisions and
       conditions of any policy of insurance relating thereto are observed.

10.    HOLIDAYS

10.1   The Executive shall be entitled to 25 working days' holiday with pay in
       every year, to be taken at such times as may be convenient to the Board,
       in addition to recognised public and bank holidays.

10.2   Any entitlement to holiday remaining at the end of any holiday year shall
       lapse unless the Board otherwise consents.

10.3   The Executive's entitlement to holiday (and on termination of employment
       holiday pay in lieu of holiday) shall accrue pro rata throughout each
       holiday year of employment under this Agreement provided that fractions
       of days shall be disregarded in calculating entitlement to payment in
       lieu of holiday. For the purpose of calculating any pay due to the
       Executive in accordance with this clause 10.3, one day's pay shall be
       equal to 1/260 of the Executives annual salary.

10.4   The Company may require the Executive to take any unused holiday
       entitlement during any period of notice to terminate the Executive's
       employment given by either the Company or the Executive. In the event
       that the relevant period of notice to terminate this Agreement is not
       given by the relevant party to this Agreement on the other, then the
       Executive's entitlement to holiday shall cease to accrue immediately upon
       the termination of this Agreement.

11.    PENSIONS


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11.1      No pension scheme exists at present for employees of the Company.

11.2      A contracting-out certificate within the meaning of the Pension
          Schemes Act 1993 is in force in respect of the Executive's employment
          under this Agreement.

12.       SICKNESS OR INJURY

12.1      If the Executive shall at any time be incapacitated by illness or
          accident from performing his duties under this Agreement then without
          prejudice to the provisions of clause 13 below and subject to the
          Executive accounting to the Company for all sickness or other
          national insurance benefit which may be payable to him, the Executive
          shall continue to receive the normal remuneration payable to him
          under this Agreement in respect of the period during which he shall
          be so incapacitated (such remuneration being deemed to be inclusive
          of any Statutory Sick Pay to which the Executive may be entitled) on
          the following basis:

LENGTH OF CONTINUOUS EMPLOYMENT        ENTITLEMENT TO SICK PAY IS FOR A PERIOD
                                       OR PERIODS AGGREGATING THE FOLLOWING
                                       NUMBER OF WORKING DAYS IN ANY PERIOD OF
                                       12 CONSECUTIVE MONTHS

                                       FULL PAY             HALF PAY

3 months-1 year                        10 days              10 days

1-3 years                              20 days              20 days

3-10 years                             40 days              40 days

Over 10 years                          60 days              60 days


12.2      The Executive shall, if so required by the Company, produce a doctor's
          certificate verifying that any absence from work is due to accident or
          ill-health and in default such absence shall be deemed to be
          unjustified.

12.3      For the purposes of calculation of Statutory Sick Pay the days on
          which the Executive could qualify for payments are: Monday, Tuesday,
          Wednesday, Thursday and Friday.

12.4      The Company reserves the right to require the Executive to be examined
          at any time by an independent doctor at its expense and to cease
          payment of sick pay if it is advised by the doctor that the Executive
          is fit to return to work.

12.5      If the Executive is absent from his duties due to sickness or injury
          for a period or periods in excess of his maximum sick pay entitlement
          the Company will not be obliged to make any further payments to the
          Executive. However, if the Company does decide, in its absolute
          discretion, to make any further payments to the Executive (in whatever
          amount the Company may decide), any such further payments may be
          varied or discontinued at any time.

12.6      Sick pay may be withheld if sickness or injury results from a sporting
          or hazardous activity or it is found for any reason whatsoever that
          return to work has been delayed for unacceptable reasons. The
          Executive may be required to undergo a medical examination by a duly
          qualified medical practitioner for these purposes.

12.7      If the Executive is injured in circumstances such that a claim can be
          made for compensation, any payment whether by way of sick pay or
          otherwise for any ensuing period of absence, will be regarded as an
          interest free loan and will be repayable in the event of compensation
          being recovered for loss of earnings.





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13.   TERMINATION OF EMPLOYMENT
      -------------------------

13.1  The Company may terminate the Executive's employment with the Company at
      any time by giving 6 months' prior notice in writing to the Executive,
      and the Executive may terminate his employment with the Company at any
      time by giving 6 months' prior notice in writing to the Company.

13.2  Notwithstanding any other provision of this Agreement, if the Executive
      shall:-

      13.2.1   become unable properly to perform his duties of his employment
               with the Company by reason of ill-health, accident or otherwise
               for a period or periods aggregating at least 120 days in any
               period of 24 consecutive calendar months;

      13.2.2   fail or neglect efficiently and diligently to carry out his
               duties of his employment or be guilty of any material or
               persistent breach or non-observance of any of the provisions
               of this Agreement to be performed or observed by him;

      13.2.3   be guilty of serious misconduct or of any other conduct
               calculated or likely to affect prejudicially the interests of
               the Company or the Group;

      13.2.4   commit any act of bankruptcy or take advantage of any statute
               for the time being in force offering relief for insolvent
               debtors;

      13.2.5   be disqualified for being a director by reason of any order made
               under any legislation for the time being in force relating to
               companies; or

      13.2.6   resign as a director of the Company or any company written the
               Group (without the Board's written consent).

      the Company may in any such case by written notice to the Executive
      forthwith terminate the Executive's employment under this Agreement,
      provided that-

               13.2.1.1   any such termination shall be without prejudice to any
                          other rights of the Company; and

               13.2.1.2   no notice under sub-clause 13.2.1 above shall be given
                          by the Company to the Executive after the expiration
                          of three months from the end of any such period or
                          periods aggregating at least 120 days.

13.3

     13.3.1    If either party to this Agreement serves notice upon the other to
               terminate this Agreement the Company shall be entitled at its
               sole discretion, by notice in writing to the Executive, to
               require the Executive:-

               13.3.1.1   not to attend his place of work or any other premises
                          of the Company or any company comprised within the
                          Group during the remaining period of this Agreement or
                          any part thereof;

               13.3.1.2   to resign immediately from any offices he may hold in
                          the Company and in any company comprised within the
                          Group;

               13.3.1.3   not to carry out his duties under clause 3 above
                          during the remaining period of this Agreement on any
                          part thereof;

               13.3.1.4   to return to the Company all documents and other
                          materials (including copies) belonging to the Company
                          or any company comprised within the Group including,
                          without prejudice to the generality of the foregoing,
                          minutes and other papers relating to meetings of the
                          Board or any



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                               board of any company comprised within the Group;

                       PROVIDED that the Company shall continue to pay the
                       Executive his remuneration and to provide all benefits to
                       which he is entitled under this Agreement for the
                       remaining period of this Agreement.

        13.3.2         Notwithstanding any other provision of this Agreement, in
                       the event that the Company serves notice on the Executive
                       to exercise its rights under this clause 13.3, the
                       Executive shall be deemed to take any unused holiday
                       entitlement which has accrued or accrues up to the
                       termination of this Agreement, during the period between
                       the service of such notice and the date of the
                       termination of this Agreement.

        13.3.3.        For the avoidance of doubt if the Company has served
                       notice on the Executive to exercise its rights under
                       clause 13.3.1 above, the other terms of this Agreement
                       shall remain in full force and effect save as expressly
                       varied by the provisions of clause 13.3.1.

13.4    The Company reserves the right at its sole discretion to pay the
        Executive in lieu of the whole or any part of such period of notice that
        would otherwise be required under the terms of this Agreement.

13.5    The removal of the Executive from the office of director of the Company
        or the failure of the Company in general meeting to re-elect the
        Executive as a director of the Company or otherwise shall not
        automatically terminate this Agreement or be deemed to be a breach by
        the Company of this Agreement.

14.     RECONSTRUCTION

If, prior to the date agreed in this Agreement for the termination of the
employment of the Executive, such employment is terminated by reason of the
liquidation of the Company for the purpose of amaigamation or reconstruction or
as part of any rearrangement of the affairs of the Company not involving
liquidation of the Company and the Executive is offered employment with a
reconstructed company [or with another company within [the Group], which taken
as a whole are not substantially less favorable than the terms of this
Agreement, the Executive shall have no claim against the Company in respect of
the termination of his employment under this Agreement.

15.     DIRECTORSHIPS

Upon the termination of this Agreement for whatever reason and howsoever arising
the Executive shall if a director of the Company at the request of the Board and
without claim for compensation forthwith resign from office as a director of the
Company and from all other offices held by him in any company in the Group and
in the event of his failure to do so within 7 days of such request of the Board
or, for the purposes of Clause 13.3.1.2, if the Executive fails to resign within
7 days of the relevant notice, the Company is hereby irrevocably authorized to
appoint some person in the name of the Executive and on his behalf to execute
all documents and to do all things necessary to give effect to this provision.

16.     NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

16.1    Without prejudice to the Executive's duties implied by law into the
        Executive's employment, the Executive hereby agrees that both during the
        continuance of his employment with the Company and at all times
        thereafter he shall not (except in the proper course of carrying out his
        duties hereunder or as required by law or any government authority or
        with the prior written consent of the Board) use, copy, divulge or
        communicate or cause or procure to be used by or copied, divulged or
        communicated to any person, firm, company or organization any trade
        secrets or confidential information of the Company or any company within
        the Group including (but not limited to);-
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     16.1.1    (any preferential prices or other preferential terms of supply
               negotiated or being negotiated between the Company and any
               supplier of the raw materials used in the Company's products;

     16.1.2    the methods of manufacture of any of the Company's products;

     16.1.3    any innovation in or improvement to any of the Company's
               products;

     16.1.4    the Company's marketing strategies;

     16.1.5    the Company's opportunities for carrying out business with actual
               or potential customers;

     16.1.6    the requirements of any actual or potential customer for the
               Company's products; and

     16.1.7    any preferential prices or other preferential terms of supply
               negotiated or being negotiated between the Company and any actual
               or potential customer,

     which he shall have received or obtained during his employment with the
     Company. This restriction shall continue to apply after the termination of
     this Agreement without limit in point of time but shall cease to apply to
     information or knowledge which may come into the public domain otherwise
     than through the fault of the Executive.

16.2 All notes, minutes, memoranda, correspondence, accounts, reports, lists or
     other documents or items concerning any of the matters referred to in
     clause 16.1 above or any summaries, copies or reproductions thereof
     (whether or not made by the Executive and whether stored in human readable
     or machine readable form) shall remain the property of the Company and
     shall be delivered up to the Company forthwith by the Executive on the
     termination of his employment hereunder together with all and any other
     property of the Company then in his possession, custody, power or control.

17.  OTHER BUSINESS INTERESTS

The Executive shall not during the continuance of his employment with the
Company without the prior consent in writing of the Board accept any other
directorships (other than directorships of any company within the Group) or be
concerned or interested directly or indirectly in any other business
whatsoever. Nothing in this clause shall prevent the Executive from holding or
being beneficially interested in shares or securities quoted on any recognised
Stock Exchange or dealt in on the Alternative Investment Market (AIM), provided
that the Executive makes a full disclosure to the Company of such interest and
provided that he neither holds nor is beneficially interested in more than five
per cent. of any single class of any such shares or securities.

18.  NON-SOLICITING OF CUSTOMERS/COMPETITION

18.1 Within this clause 18 the following words shall have the following
     meanings:

     "PROHIBITED BUSINESS" shall mean any business or activity carried on by the
     Company at the Termination Date or at any time in the Relevant Period in
     which the Executive shall have been directly concerned in the course of his
     employment at any time in the Relevant Period.

     "PROSPECTIVE CUSTOMER" shall mean any person, firm, company or other
     organisation who was at the Termination Date negotiating with the Company
     with a view to dealing with the Company as a customer.

     "PROSPECTIVE SUPPLIER" shall mean any supplier of the Company with whom the
     Executive shall have had material dealings in the course of his employment
     during the Relevant Period.

     "RELEVANT PERIOD" shall mean the twelve months period ending with the
     Termination Date.

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       "RESTRICTED CUSTOMER" shall mean any person, firm, company or other
       organisation who was at any time in the Relevant Period a customer of the
       Company.

       "TERMINATION DATE" shall mean the date of termination of the Executive's
       employment with the Company.

       "TERRITORY" shall mean [anywhere within a radius of 50 miles from any
       factory or office of the Company].

18.2   The Executive shall not so as to compete with the Company during the
       period of [one year] after the Termination Date directly or indirectly on
       his own account or on behalf of or in conjunction with any person, firm
       or company or other organisation canvass or solicit or by any other means
       seek to conduct Prohibited Business with or conduct Prohibited Business
       with any Restricted Customer with whom the Executive shall have had
       dealings in the course of his duties hereunder at any time in the
       Relevant Period or with whom and to the knowledge of the Executive any
       employee of the Company under the Executive's control shall have had
       dealings in the course of their duties to the Company in the Relevant
       Period.

18.3   The Executive shall not so as to compete with the Company during the
       period of six months after the Termination Date directly or indirectly on
       his own account or on behalf of or in conjunction with any person, firm
       or company or other organisation canvass or solicit or by any other means
       seek to conduct Prohibited Business with or conduct Prohibited Business
       with any Prospective Customer with whom the Executive shall have had
       dealings in the course of his duties hereunder at any time in the
       Relevant Period or with whom and to the knowledge of the Executive any
       employee of the Company under the Executive's control shall have had
       dealings in the course of their duties to the Company in the Relevant
       Period.

18.4   The Executive shall not during the period [one year] after the
       Termination Date directly or indirectly induce or seek to induce any
       employee of the Company who holds a senior position within the Company
       engaged in the Prohibited Business who was such an employee at the
       Termination Date and with whom the Executive shall during the Relevant
       Period have had dealings in the course of his duties hereunder to leave
       the employment of the Company whether or not this would be a breach of
       contract on the part of the employee.

18.5   The Executive shall not during the period of six months after the
       Termination Date directly or indirectly seek to entice away from the
       Company or otherwise solicit or interfere with the relationship between
       the Company and any Protected Supplier.

18.6   The Executive shall not so as to compete with the Company during the
       period of six months after the Termination Date within the Territory
       carry on or be directly or indirectly engaged or concerned or interested
       whether as principal, agent, shareholder, investor, director, employee or
       otherwise howsoever in any business engaged in any Prohibited Business.
       For the purpose of this clause acts done by the Executive outside the
       Territory shall nonetheless be deemed to be done within the Territory
       where their primary purpose is the obtaining of any Prohibited Business
       from any person, firm, company or other organisation with business
       premises within the Territory.

18.7   The Executive shall not during the period of six months after the
       Termination Date be employed or engaged by any Restricted Customer to
       perform for that customer (whether or not together with other work) any
       work of the same nature as the work which the Executive was employed to
       carry out for the Company.

18.8   Each of the restrictions contained in this clause 18 is intended to be
       separate and severable. In the event that any of the restrictions shall
       be held void but would be valid if part of the wording thereof were
       deleted such restriction shall apply with such deletion as may be
       necessary to make it valid and effective.

18.9   The Executive shall under no circumstances whatsoever either directly or
       indirectly receive or


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<PAGE>   9
          accept for his own benefit any commission, rebate, discount, gratuity
          or profit from any person, firm, company or other organization having
          business transactions with the Company.

18.10     The Executive shall not, at any time after the termination of the
          Executive's employment with the Company:-

          18.10.1   represent himself as being in any way connected with or
                    interested in any business of the Company or any company
                    within the Group;

          18.10.2   in any way make use of any corporate, business, product or
                    service name which is identical to or likely to be confused
                    with the corporate name or any business, product or service
                    name used by the Company or any company within the Group at
                    the date of such termination or which might suggest a
                    connection with the Company or any company within the Group;

          18.10.3   cause or seek to cause to be terminated or adversely
                    affected or otherwise interfere with any agreement or
                    arrangement of any kind to which the Company or any company
                    within the Group is at the date of such termination party or
                    from which it benefits.

18.11     Nothing within this Agreement shall prevent the Executive at anytime
          following the Termination Date being employed or otherwise engaged in
          area of operation in which acquired expertise before commencing
          employment with the Company.

19.       MISREPRESENTATION

The Executive shall not at any time make any untrue statement in relation to
the Company or any other company comprised within the Group.

20.       DISCIPLINE AND GRIEVANCE PROCEDURE

20.1      There are no specific disciplinary rules applicable to the Executive's
          employment with the Company.

20.2      In the event of the Executive wishing to seek redress of any grievance
          relating to his employment or if he is dissatisfied with any
          disciplinary decision relating to him he should first apply in person
          to the Chairman of the Company. The Executive must them promptly
          answer (in writing if required) such questions (if any) as the
          Chairman or any other member of the Board wishes to put to him on the
          matter before the Board comes to a decision, the decision of the Board
          on such matter shall be final.

21.       INVENTIONS

21.1      It shall be part of the duties of the Executive at all times to
          consider in what manner and by what new methods or devices the
          products, services, processes, equipment or systems of the Company or
          of any other company within the Group with which he is concerned or
          for which he is responsible might be improved in the best interests
          of the Company.

21.2      If at any time during the period of his employment under this
          Agreement the Executive (either solely or jointly with another person)
          (whether or not during normal business hours and whether or not at the
          Executive's place of work) makes or discovers any Invention, discovery
          or improvement to any Invention he shall forthwith give written
          particulars thereof to the Secretary of the Company. The Executive
          shall make and retain full written records in the form of notes,
          sketches, drawings and reports of all work which the Executive
          undertakes during the course of his employment. These records shall be
          the exclusive property of the Company, and except in the ordinary
          course of his duties the Executive shall not use, reproduce or divulge
          any part of them without the prior written consent of the Company.





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21.3      Any Invention and all rights therein shall belong to the Company
          unless and to the extent otherwise provided by the Patents Act 1977.

21.4      The Executive shall, during the course of and following the
          termination of his employment under this Agreement, at the request
          and expense of the Company execute on demand all such documents as
          the Company may require and do all such other things as the Company
          may consider to be necessary to enable the Company or its nominee:-

          21.4.1    to obtain the full benefit, in such manner as the Company
                    may require, of any invention made by the Executive to
                    which the Company is entitled, to vest the rights arising
                    there from fully in the name of the Company or as it may
                    direct and to secure such patent, utility model, design
                    registration or other similar  protection for such
                    Invention in any part of the world as the Company may
                    consider appropriate; and

          21.4.2    to restrain the infringement of any patent, utility model,
                    design registration or other intellectual property rights
                    in any such invention, to restrain the infringement of any
                    other forms of unlawful or unfair competition relating to
                    any such Invention or to defend any claims of a like nature
                    which may be made against the Company or its nominee
                    arising directly or indirectly out of the use of any such
                    Invention by the Company or its nominee.

21.5      On receiving communication of any Invention which the Company accepts
          as belonging to the Executive the Company shall be entitled to
          negotiate with the Executive with a view to acquiring all or any
          rights, title and benefit in such Invention. The Executive shall not,
          without the prior written consent of the Company, disclose details
          of any such Invention to any third party, except to a Chartered
          Patent Agent for the purpose of seeking protection for such
          Invention, nor use the same for his own personal benefit or otherwise
          until the Company has, in writing, declined to negotiate to acquire
          the Invention or until the expiry of three months, whichever is the
          sooner, from the date of such communication. If such  negotiations
          are entered into, however, the Executive shall not, without the prior
          written consent of the Company, disclose details of such invention
          to any third party (except as provided above) until the conclusion of
          such negotiations.

21.6      The Executive hereby irrevocably appoints the Company to be his
          attorney in his name and on his behalf to execute all such documents
          and to do all such acts as may be necessary or desirable to give
          effect to the  provisions of this clause.

21.7      Nothing in this clause 21 shall be taken as limiting or as being an
          exception to the obligations of the Executive pursuant to clause 16
          above.

21.8      The Executive shall promptly disclose to the Company all copyright
          works or designs originated, conceived, written or made by him alone
          or with others (excluding those works originated, conceived, written
          or made by him wholly outside his normal working hours and which are
          wholly unconnected with his employment) and shall hold them in trust
          for the Company until such rights shall be fully and absolutely
          vested in the Company.

21.9      The Executive hereby assigns to the Company by way of future
          assignment all copyright, design right and other property rights (if
          any) for the full terms thereof throughout the world in respect of
          all copyright works and designs originated, conceived, written or
          made by the Executive (excluding those works or designs originated,
          conceived, written or made by the Executive wholly outside his normal
          working hours and which are wholly unconnected with his employment).

21.10     The Executive hereby irrevocably and unconditionally waives in favour
          of the Company any and all moral rights conferred on him by Chap IV
          of Pt I of the Copyright Designs and Patents Act 1988 for any work in
          which copyright or design right is vested in the Company whether by
          this clause 21 or otherwise.

                                      -10-

<PAGE>   11
21.11 The Executive shall, at the request and expense of the Company, do all
      things necessary or desirable to substantiate the rights of the Company
      under clauses 21.9 and 21.10.

22.   PREVIOUS AGREEMENTS

All previous agreements or arrangements between the Executive and the Company
relating to the employment of the Executive shall be deemed to be cancelled and
any sums paid to the Executive by way of remuneration under any such other
agreements or arrangements in respect of any periods since the effective date
of commencement of the employment of the Executive under this Agreement (as set
out in clause 3 above) shall be deemed to have been received by the Executive
on account of the remuneration payable to him under this Agreement.

23.   COLLECTIVE AGREEMENTS

There are no collective agreements which directly affect the terms and
conditions of this Agreement or the Executive's employment with the Company.

24.   GENERAL

24.1  No amendment to this Agreement shall be effective unless made in writing
      and signed by or on behalf of each of the parties to this Agreement save
      that the Company reserves the right to make minor changes to any of the
      terms of this Agreement from time to time provided that at least one
      week's notice of such minor changes shall be given to the Executive prior
      to such minor changes taking effect.

24.2  The complete or partial invalidity of unenforceability of any provision of
      this Agreement for any purpose shall in no way affect the validity or
      enforceability of such provision for any other purpose or the remaining
      provisions of this Agreement.

24.3  The headings used in this Agreement are for convenience only and shall not
      affect the construction of this Agreement.

24.4  The information in this Agreement constitutes a written statement of
      particulars of employment of the Executive in accordance with the
      provisions of the Employment Rights Act 1996.

24.5  This Agreement shall be governed by and construed in accordance with
      English law and each of the parties to this Agreement submits to the
      non-exclusive jurisdiction of the English courts with regard to any claim
      or matter arising in relation to this Agreement.

25.   NOTICES

Any notice to be given under this Agreement by either party to the other may be
served by sending the same by first class post addressed to the other party, in
the case of the Company at its registered office or in the case of the
Executive at his last known residential address. Any notice so given shall be
deemed to have been served at the expiration of 24 hours from the time of
posting.
<PAGE>   12

IN WITNESS whereof this Agreement has been executed as a deed on the date
referred to at the beginning of this Agreement.



SIGNED as a DEED and DELIVERED by         )
GENOMIC SOLUTIONS LIMITED acting          )
by:-                                      )


                                                Chairman  /s/
                                                          -------------------

                                      Director/Secretary  /s/
                                                          -------------------



SIGNED as a DEED and DELIVERED           )        /s/
by the said KEVIN AUTON in the   )
presence of:-                             )
                                                  /s/













                                      -12-