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                                                                   EXHIBIT 10.10


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective as of January
1, 2000 (the "Effective Date"), by and between Genomic Solutions Inc., a
Delaware corporation (the "Company"), and Jeffrey S. Williams ("Williams") and
shall supersede that Employment Agreement between Williams and the Company,
dated January 1, 1998.

                                    RECITALS:

         The Company desires to continue the employment of Williams and Williams
desires to continue to be employed by the Company, on the terms and subject to
the conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, the parties agree as follows:


     1.       Employment.

         a.       The Company agrees to employ Williams and Williams accepts the
                  employment, on the terms and subject to the conditions set
                  forth below. During the term of employment hereunder, Williams
                  shall at all times serve as President and Chief Executive
                  Officer of the Company, and shall have the responsibilities
                  and authorities to do and perform diligently all such
                  services, acts and things as are customarily done and
                  performed by the principal executive officer of companies in
                  similar business and size to the Company, including but not
                  limited to those authorities and responsibilities not
                  specifically withheld by the Directors of the Company (the
                  "Board") or shareholders in the Amended and Restated
                  Certificate of Incorporation (the "Certificate"), Bylaws or
                  other agreements executed by the Company of which Williams has
                  knowledge, together with such other duties as may reasonably
                  be requested from time to time by the Board, which duties
                  shall be consistent with Williams' positions as set forth
                  above. Specifically, Williams' responsibilities include, but
                  are not limited to:

               1).  all operating functions of the Company, including marketing,
                    sales, manufacturing, research and development,
                    international, finance and accounting, service and technical
                    support;

               2).  strategic planning and business development;

               3).  capital structure and financings; and

               4).  corporate governance issues, legal structure and standing,
                    and compliance with laws and regulations.


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               b.   Williams shall report directly to the Board throughout the
                    term of this Agreement.


               c.   For service as an officer and employee of the Company,
                    Williams shall be entitled to the full protection of the
                    applicable indemnification provisions of the Certificate and
                    Bylaws of the Company, as they may be amended from time to
                    time, and as provided by law.

     2.       Term and Location of Employment.


                  Subject to the provisions for termination provided below, the
         term of Williams' employment under this Agreement shall commence on the
         Effective Date and shall continue thereafter for a period of three (3)
         years after the Effective Date. For the term of this Agreement,
         Williams' employment shall be within the immediate vicinity of Ann
         Arbor, Michigan.

     3.       Devotion to the Company's Business.


                  Williams shall devote his best efforts, knowledge, skill, and
         his entire productive time, ability and attention to the business of
         the Company during the term of this Agreement.

     4.       Compensation.

         a.       During the term of this Agreement, the Company shall pay or
                  provide, as the case may be, to Williams the compensation and
                  other benefits and rights set forth in this Agreement,
                  including but not limited to, paragraphs 4, 5, 6 and 13 of
                  this Agreement.

         b.       Base Compensation. As compensation for the services to be
                  performed hereafter, the Company shall pay to Williams, for
                  the calendar year 2000, a base salary (the "Base Salary") of
                  Two Hundred Twenty Five Thousand Dollars ($225,000.00),
                  payable in twenty-four (24) equal semi-monthly payments of
                  Nine Thousand Three Hundred Seventy Five Dollars ($9,375.00).

         c.       Annual Salary Increase. Williams' salary shall be reviewed at
                  least once annually and may be increased, but shall not be
                  decreased, in the sole discretion of the Board.

         d.       Bonuses.
                  I.     Performance Bonus. Williams shall be eligible for the
                         performance bonuses set forth herein, which if earned
                         (as set forth on Exhibit A), shall be paid either
                         annually or semi-annually, as determined by the
                         Compensation Committee of the Board. For each calendar
                         year under this Agreement, Williams shall be eligible
                         for a performance bonus not to exceed fifty


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               percent (50%) of Williams' Base Salary for the year in issue. The
               amount, if any, of any performance bonus that Williams' shall be
               entitled to receive shall be determined in accordance with
               Exhibit A, and if earned, paid no later than March 31st of the
               year following the year in which the bonus was earned.
          II.  Liquidity Bonus. In the event of any acquisition of the Company
               by means of merger or other form of corporate reorganization in
               which outstanding shares of the Company are exchanged for
               securities or other consideration issued by the acquiring
               corporation or its subsidiary (other than a mere re-incorporation
               transaction), a sale, conveyance or disposition of all or
               substantially all of the assets of the Company, or the
               effectuation by the Company of a transaction or series of related
               transactions in which more than Fifty Percent (50%) of the voting
               power is disposed of to a single holder, or group of affiliated
               holders, who do not possess said 50% of the voting power at the
               time of execution of this Agreement, or should the Company sell
               more than Three Million (3,000,000) shares of its common stock
               pursuant to a registration statement filed under the Securities
               Act of 1933, as amended, at a sale price equal to or exceeding
               Eight Dollars ($8) per share (each a "Liquidity Event"), the
               Company shall pay to Williams, immediately prior to such
               Liquidity Event, One Hundred Fifty Thousand Dollars
               ($150,000.00). The Company shall be obligated to pay the
               Liquidity Event bonus for one, and not more than one, Liquidity
               Event.


     e.   Disability. During any period that Williams fails to perform his
          duties hereunder as a result of incapacity due to physical or mental
          illness (the "Disability Period"), Williams shall continue to receive
          his full Base Salary, bonuses and other benefits at the rate in effect
          for such period until his employment is terminated by the Company
          pursuant to Section 8a(4) hereof; provided, however, that payments so
          made to Williams during the Disability Period shall be reduced by the
          amounts, if any, which are paid to Williams at or prior to the time of
          any such payment under disability benefit plans of the Company.

5.    Benefits.

     a.   Insurance. The Company shall provide to Williams all benefits normally
          provided to employees of the Company, including life, medical, dental
          and long term and short term disability insurance for himself, his
          spouse and eligible family members as may be determined by the Board
          to be consistent with the Company's standard policies. Additionally,
          the Company shall compensate Williams in an amount that, net of all
          applicable taxes, is sufficient to pay the premiums on a term life
          insurance policy on his life in the amount of Seven Hundred Fifty
          Thousand Dollars ($750,000.00). The Company shall procure such policy
          and pay the premium amounts directly to the insurer for the benefit of
          Williams, pay the amounts owing on such compensation to the
          appropriate taxing authorities as and when due, and


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          include the gross amount paid for Williams' benefit hereunder in
          Williams' W2 income. Williams shall be the owner of such policy.

     b.   Benefit Plans. Williams, at his election, may participate, during his
          employment hereunder, in all retirement plans, 401(k) plans and other
          benefit plans of the Company generally available from time to time to
          other executive officers of the Company and for which Williams
          qualifies under the terms of the plans (and nothing in this Agreement
          shall or shall be deemed to in any way affect Williams' right and
          benefits under any such plan except as expressly provided herein).
          Williams shall also be entitled to participate in any equity, stock
          option or other employee benefit plan that is generally available to
          senior executives. Williams' participation in and benefits under any
          such plan shall be on the terms and subject to the conditions
          specified in the governing document of the particular plan.

     c.   Annual Vacation. Effective as of January 1 of each year hereunder,
          Williams shall be entitled to three (3) weeks of paid vacation time
          for such year, and up to two (2) weeks of unused vacation time in such
          year may be carried over into the next year. Upon any termination of
          this Agreement for any reason whatsoever, unused paid vacation time to
          which Williams is entitled to in that year shall be paid to Williams
          within ten (10) days of such termination based on the Base Salary in
          effect on the effective date of such termination.

     d.   Disability Policy. The Company shall compensate Williams in an amount
          that, net of all applicable taxes, is sufficient to pay the premiums
          on a disability insurance policy ("Disability Policy"). The Disability
          Policy shall, at a minimum, provide for the payment of Sixty Percent
          (60%) of Williams Base Salary for the remainder of his life after a
          180-day waiting period. The Company shall procure such policy and pay
          the premium amounts directly to the insurer for the benefit of
          Williams, pay the amounts owing on such compensation to the
          appropriate taxing authorities as and when due, and include the gross
          amount paid for Williams' benefit hereunder in Williams' W2 income.
          Williams shall be the owner of such policy.

6.  Reimbursement of Business Expenses.

          The Company shall reimburse Williams or provide him with an expense
     allowance during the term of this Agreement for travel, car, telephones,
     and other expenses reasonably and necessarily incurred by Williams in
     connection with the Company's business. Williams shall furnish such
     documentation with respect to reimbursement to be paid hereunder as the
     Company shall reasonably request.



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7.     Intentionally Omitted.

8.     Termination of Employment.

         a.       Williams' employment under this Agreement may be terminated
                  prior to the date ending three (3) years after the Effective
                  Date under the following circumstances only:

         1). by the Company, at any time other than a Disability Period under
         Section 4e, for any reason whatsoever or for no reason upon not less
         than sixty (60) days written notice to Williams;

              2).     by the Company, at any time for "cause" as defined below,
                      but only after written notice to Williams, and Williams'
                      failure to cure within thirty (30) days of receipt of such
                      notice;

              3)      by Williams at any time for any reason whatsoever, or for
                      no reason, upon not less than sixty (60) days written
                      notice to the Company.

              4)      by Williams, at any time should any of the following
                      occur, but only after written notice to the Company, and
                      the Company's failure to cure within thirty (30) days of
                      receipt of such notice: (i) a material breach of this
                      Agreement by the Company, (ii) the occurrence of any event
                      set forth in Section 11 hereof, or (iii) should the
                      Company file a petition of bankruptcy or otherwise be
                      unable to meet its bills, debts, and other obligations as
                      they become due;

              5)      by the Company upon Williams' "permanent disability" as
                      defined below, without prior notice; and

              6)      upon Williams' death.

         b.       For purposes hereof, for "cause" shall mean the material
                  breach of any provision of this Agreement by Williams
                  (including but not limited to a material breach of Section
                  15), or any action of Williams (or Williams' failure to act),
                  which involves malfeasance, fraud, or moral turpitude, which,
                  if generally known, would have a material adverse effect on
                  the Company.

         c.       For purposes hereof, Williams' "permanent disability" shall be
                  deemed to have occurred after one hundred eighty (180)
                  consecutive days during which Williams, by reason of his
                  physical or mental disability or illness, shall have been
                  unable to discharge his duties under this Agreement. The date
                  of permanent disability shall be the one hundred eightieth
                  (180th) day. In the event either the Company or Williams,
                  after receipt of notice of Williams' permanent disability from
                  the other, disputes that Williams' permanent disability shall
                  have occurred, Williams shall promptly submit to a physical
                  examination by the chief of medicine of any major accredited
                  hospital in Michigan and, unless such physician shall issue
                  his written statement to the effect that in his opinion, based
                  on his diagnosis, Williams is capable of resuming his
                  employment and devoting his full time and energy to
                  discharging his duties within

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                  thirty (30) days after the date of such statement, such
                  permanent disability shall be deemed to have occurred.


9.       Compensation Upon Termination or Disability.

         a.       In the event that the Company terminates Williams' employment
                  under this Agreement without "cause" pursuant to Section
                  8(a)(1) hereof, or upon failure of the Company to enter into a
                  new employment agreement with Williams by the conclusion of
                  this Agreement, or upon Williams' termination of his
                  employment pursuant to Section 8(a)(4), the Company shall
                  promptly pay Williams the sum of: (i) all accrued compensation
                  and bonus earned through the effective date of termination and
                  (ii) the greater of the compensation owed Williams for the
                  remainder of the original three (3) year term of this
                  Agreement or two times the sum of Williams' Base Salary for
                  the prior twelve month period.. Additionally, the Company
                  shall continue to pay and provide Williams all other benefits
                  under this Agreement for the remainder of the original three
                  (3) year term of this Agreement unless and until Williams
                  materially breaches Section 15 of this Agreement.
                  Notwithstanding anything contained herein to the contrary, in
                  the event of such termination of employment, the gross amounts
                  necessary to cover the premiums on the life insurance and
                  disability insurance policies under Sections 5a and 5d, and
                  the applicable taxes thereon referenced in such Sections,
                  shall be paid directly to Williams and he shall be responsible
                  for the payment of the applicable taxes on all such gross
                  amounts received.

         b.    In the event of termination of Williams' employment by the
               Company under this Agreement for "cause" pursuant to Section
               8(a)(2), or if Williams voluntarily terminates his employment
               for any reason other than pursuant to Section 8(a)(4),
               Williams shall be entitled to no further compensation or other
               benefits under this Agreement, except for any unpaid salary,
               bonus and benefits accrued and earned by him hereunder up to
               and including the effective date of such termination.

         c.    In the event of termination of Williams' employment under this
               Agreement due to Williams' permanent disability or death
               (Sections 8(a)(5) or (6)), Williams (or his successors and
               assigns in the event of his death) shall be entitled to that
               portion of any unpaid salary, bonus and benefits accrued and
               earned by him hereunder up to and including the effective date
               of such termination.

         d.    Notwithstanding anything to the contrary in this Section 9,
               the Company's obligation to pay, and Williams' right to
               receive, any compensation under this Section 9, shall
               terminate as follows: (i) if Williams is then an employee of
               the Company, upon the termination of his employment for
               "cause" under Section 8(a)(2) for a material breach of Section
               15 hereof; or (ii) if Williams is not then an employee of the
               Company, upon Williams' material breach of Section 15 hereof.


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     10.      Resignation of Executive. Upon any termination of Williams'
              employment under this Agreement, Williams shall be deemed to have
              resigned from any and all offices and directorships held by
              Williams in the Company and any entities controlled by the Company
              (the "Affiliates").

     11.      Effect of the Company's Merger, Sale or Transfer of Assets, and
              Termination of Williams' Employment. In the event of any
              acquisition of the Company by means of merger or other form of
              corporate reorganization in which outstanding shares of the
              Company are exchanged for securities or other consideration
              issued by the acquiring corporation or its subsidiary (other than
              a mere reincorporation transaction), a sale, conveyance or
              disposition of all or substantially all of the assets of the
              Company, or the effectuation by the Company of a transaction or
              series of related transactions in which more than Fifty Percent
              (50%) of the voting power is disposed of to a single holder, or
              group of affiliated holders, who do not possess said 50% of the
              voting power at the time of execution of this Agreement (other
              than the Company's sale of its common stock pursuant to a
              registration statement filed under the Securities Act of 1933, as
              amended), wherein Williams does not elect to continue or accept
              employment with the Company or the surviving or purchasing
              entity, then the Company shall pay to Williams, immediately prior
              to such merger, consolidation, sale or transfer of assets, an
              amount equal to the sum of (a) the portion of any unpaid salary,
              bonus and benefits accrued and earned by Williams hereunder up to
              and including the effective date of such change in control; and
              (b) an amount equal to two times the sum of Williams' Base Salary
              paid to Williams during the previous twelve (12) months.

     12.      Stock Options. In the event of termination of Williams'
              employment by the Company under this Agreement for "cause"
              pursuant to Section 8(a)(2) hereof, all unvested stock options or
              other stock based compensation awarded to Williams that has not
              vested shall lapse and be of no further force or effect
              whatsoever. In the event of termination of Williams' employment
              pursuant to Sections 8(a)(3), Williams shall have ninety (90)
              days from his last day of employment to exercise all vested
              options, including options that may vest during the 90 day
              period. In the event of termination of Williams' employment
              pursuant to Sections 8(a)(1), (4), (5), and (6)(i) all stock
              options and other stock based compensation awarded to Williams
              shall immediately become fully vested and immediately
              exercisable; and (ii) the Company shall remain obligated to issue
              to Williams those stock options identified in Section 13 in
              accordance with the terms of Section 13. Any Stock Option
              Agreements between the Company and Williams shall be amended to
              conform to the provisions of this Section 12.

     13.      Issuance of Stock Options. Upon execution of this Agreement, the
              Company shall enter into an award agreement ( "Award Agreement")
              with Williams granting Williams an option ( "Option") to purchase
              One Hundred Fifty Thousand (150,000) shares of the Company's
              common stock ("Option Shares") with an exercise price equal to
              ninety percent (90%) of the initial public offering price should
              The Company complete an initial public offering where the
              aggregate offering price to the public is at least Twenty Million
              Dollars ($20,000,000.00), and where the public offering price per
              share is not less than Eight Dollars ($8.00) per share (an
              "IPO"). All terms and

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              conditions regarding this option shall be identical to those
              contained in that Employment Agreement between Williams and the
              Company dated January 1, 1998, which terms and conditions are
              hereby incorporated by reference herein, except as specifically
              modified by the terms of this Section 13. This option will vest
              in five (5) equal annual installments, each consisting of the
              right to purchase Thirty Thousand (30,000) shares, with the first
              installment vesting upon the closing of the IPO and subsequent
              installments vesting upon the ensuing four (4) anniversaries of
              the IPO closing thereafter (unless earlier vesting occurs
              pursuant to Section 12 hereof). The options may be exercised at
              any time after vesting until the expiration of five (5) years
              after the date of vesting.

     14.      Registration Rights. Williams shall be granted unlimited
              "piggyback" rights to the extent permissible under the Company's
              current Certificate and Bylaws, and to the maximum extent
              possible without breaching the terms of any agreement to which
              the Company is currently a party.

     15.      Confidentiality.

         a.       Williams agrees that:

              1).   Except pursuant to, and in accordance with the terms of, any
                    confidentiality and nondisclosure agreements which from time
                    to time may be entered into by the Company in pursuing
                    financing, acquisitions or other transactions, Williams will
                    not at any time, for so long as any Confidential Information
                    (as defined below) shall remain confidential or otherwise
                    remain wholly or partially protectable, either during the
                    term of this Agreement or thereafter, use or disclose,
                    directly or indirectly, to any person outside of the Company
                    or any Affiliate any Confidential Information, except as may
                    be required for the performance of his duties for the
                    benefit of the Company; and

              2).   promptly upon the termination of this Agreement for any
                    reason, Williams (or in the event of Williams' death, his
                    personal representative) shall: (i) return to the Company
                    any and all copies (whether prepared by or at the direction
                    of the Company or Williams) of all records, drawings,
                    materials, memoranda and other data constituting or
                    pertaining to Confidential Information in Williams'
                    possession; or (ii) certify in writing to the Company the
                    destruction of, and/or his lack of possession of, all such
                    materials described in subsection (i) herein.

         b.     As used in this Agreement, the term "Confidential
                Information" shall mean all business information of any
                nature and in any form which at the time or times concerned
                is not generally known to those persons engaged in business
                similar to that conducted or contemplated by the Company or
                any Affiliate (other than by the act or acts of an employee
                not authorized by the Company or any Affiliate to disclose
                such information) and which relates to any one or more of
                the aspects of the


<PAGE>   9

                    present or past business of the Company or any of the
                    Affiliates or any of their respective predecessors.
                    Confidential Information may include but may not be limited
                    to, patents and patent applications, inventions and
                    improvements (whether or not patentable), development
                    projects, policies, processes, formulas, techniques,
                    know-how, and other facts relating to sales, advertising,
                    promotions, financial matters, customers, customer lists,
                    customer purchases or requirements, and other trade secrets.

         c.         Williams agrees and understands that the remedy at law for
                    any breach by him of this Section 15 may be inadequate and
                    that the damages flowing from such breach are not readily
                    susceptible to being measured in monetary terms.
                    Accordingly, it is acknowledged that, upon adequate proof of
                    Williams' violation of any legally enforceable provision of
                    this Section 15, the Company shall be entitled to immediate
                    injunctive relief and may obtain a temporary order
                    restraining any threatened or further breach. Nothing in
                    this Section 15 shall be deemed to limit the Company's
                    remedies at law or in equity for any breach by Williams of
                    any of the provisions of this Section 15 that may be pursued
                    or availed of by the Company.

     16.      Arbitration. Any dispute or controversy arising out of or
              relating to this Agreement shall be settled finally and
              exclusively by arbitration held in Washtenaw County in the State
              of Michigan in accordance with the rules of the American
              Arbitration Association then in effect. Such arbitration shall be
              conducted by an arbitrator(s) appointed by the American
              Arbitration Association in accordance with its rules and any
              finding by such arbitrator(s) shall be final and binding upon the
              parties. Judgment upon any award rendered by the arbitrator(s)
              may be entered in any court having jurisdiction thereof, and the
              parties' consent to the jurisdiction of the courts of the State
              of Michigan for this purpose. Nothing contained in this Section
              16 shall be construed to preclude the Company from obtaining
              injunctive or other equitable relief to secure specific
              performance or to otherwise prevent a breach or contemplated
              breach of this Agreement by Williams as provided in Section 15
              hereof.

     17.      Notices. All notices, requests, consents and other communications,
              required or permitted to be given hereunder to be given under this
              Agreement shall be given in writing and shall be deemed
              sufficiently given, served and received for all purposes upon the
              first to occur of actual receipt, or delivery by generally
              recognized overnight courier service, or three (3) days after
              deposit in the United States mail, postage prepaid, registered or
              certified, return receipt requested addressed, to the following
              address (or to a revised address provided to the other party):

               If to the Company:              In all events, with a copy to:

               Genomic Solutions Inc.          Jaffe, Raitt, Heuer & Weiss,
               4355 Varsity Drive, Suite E     Professional Corporation
               Ann Arbor, Michigan  48108         One Wooward Avenue, Suite 2400
               Attn: Chief Financial Officer      Detroit, MI 48226
                                                           Attn:  Peter Sugar

               If to Williams:                 In all events, with a copy to:

               Jeffrey S. Williams             Golden & Gorman, P.C.
               7049 Suncrest Drive             255 E. Brown St., Suite 110
               Saline, Michigan  48176         Birmingham, MI 48009
                                                        Attn:  Douglas J. Golden
<PAGE>   10

     18.      Miscellaneous.

              1).     The provisions of this Agreement are severable and if any
                      one or more provisions are determined to be illegal or
                      otherwise unenforceable, in whole or in part, the
                      remaining provisions and any partially unenforceable
                      provision to the extent enforceable in any jurisdiction
                      nevertheless shall be binding and enforceable.

              2).     The rights and obligations of the Company under this
                      Agreement shall inure to the benefit of, and shall be
                      binding on, the Company and its successors and assigns,
                      and the rights and obligations (other than obligations to
                      perform services) of Williams under this Agreement shall
                      inure to the benefit of, and shall be binding upon,
                      Williams and his heirs, personal representatives and
                      assigns. This Agreement is personal to Williams and he may
                      not assign his obligations under this Agreement in any
                      manner whatsoever.

              3).     The failure of either party to enforce any provision or
                      protections of this Agreement shall not in any way be
                      construed as a waiver of any such provision or provisions,
                      or as to any future violations thereof, nor prevent that
                      party thereafter from enforcing each and every other
                      provision of this Agreement. The rights granted the
                      parties herein are cumulative and the waiver of any single
                      remedy shall not constitute a waiver of such party's right
                      to assert all other legal remedies available to it under
                      the circumstances.

              4).     This Agreement supersedes all agreements and
                      understandings between the parties and may not be modified
                      or terminated orally. No modification, termination,
                      waiver, or attempted waiver shall be valid unless in
                      writing and signed by the party against whom the same is
                      sought to be enforced.

              5).     This Agreement shall be governed by and construed
                      according to the laws of the State of Michigan.

              6).     Captions and paragraph headings used herein are for
                      convenience and are not a part of this Agreement and shall
                      not be used in construing it.

              7).     This Agreement may be executed in two or more
                      counterparts, each of which shall be deemed an original,
                      but all of which together shall constitute one and the
                      same instrument.

              8).     The Company hereby represents and warrants unto Williams
                      as follows: (i) the Company has the requisite corporate
                      power and authority to enter into this Agreement and carry
                      out the transactions contemplated hereby; (ii) the
                      execution, delivery, and performance of this Agreement and
                      consummation of the transactions contemplated hereby have
                      been duly authorized by all requisite corporate action and
                      do not violate any agreement by which the Company is
                      bound, or any law, rule, or regulation to which the
                      Company is subject; and (iii) the person executing this
                      Agreement on behalf of the Company has the requisite
                      authority to execute this Agreement, has been duly
                      authorized to do so, and upon his execution, this
                      Agreement shall be binding upon the Company in accordance
                      with its terms and conditions.

<PAGE>   11


         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
on the date first written above.



                                    COMPANY:

                                    GENOMIC SOLUTIONS INC.
                                    a Delaware corporation



                                    ----------------------------------------
                                    J. MATTHEW MACKOWSKI
                                    Chairman, Compensation Committee




                                    EXECUTIVE:



                                    ----------------------------------------
                                    JEFFREY S. WILLIAMS





<PAGE>   12


                                    EXHIBIT A

The following shall be used to determine the level of performance bonus payable
to Williams during 2000. Criteria for future performance bonuses shall be
determined by the Board in consultation with Williams.:

1.   The maximum annual performance bonus Williams may earn shall not exceed
     Fifty Percent (50%) of Williams' Base Salary.
2.   The Board shall approve an annual operating plan for each calendar year
     (the "Budget"). Seventy Percent (70%) of Williams performance bonus shall
     be based on actual achievement versus Budget as follows:
       -  Net Revenue vs. Budget shall determine 50% of the performance bonus
       -  Operating Profit vs. Budget shall determine 20% of the performance
          bonus
     For each of the two Budget categories (a "Category") listed above in this
     section 2, the bonus shall be calculated by comparing the actual dollar
     performance to the planned dollar performance for the Category in the
     Budget. Should the Company achieve 100% or higher of the Budget (as
     measured in dollars) than Williams shall receive 100% credit for said
     Category. Should the Company achieve between 75% and 100% for the Category,
     Williams shall receive pro rata credit for the Category. For example,
     should the Company have a Budget of $20 for Net Revenue and the Company
     actually achieve $18, Williams would receive 90% credit for the Net Revenue
     Category, or 45% (90% x the 50% of the bonus determined by the Net Revenue
     Category). For actual performance that is less than 75% of Budget for a
     Category, Williams shall receive 0% credit for the Category.


3.   Thirty Percent (30%) of Williams' performance bonus shall be based on
     achieving certain strategic goals of the Company. This portion of the bonus
     shall be at the subjective discretion of the Board based on Williams'
     achievements during the year with regard to acquisitions, partnerships,
     financings, or other significant strategic events.