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                                                                EXHIBIT 10.11(b)

                                 PROMISSORY NOTE


$40,000                                                      ANN ARBOR, MICHIGAN
                                                         DATED: FEBRUARY 1, 2000


         FOR VALUE RECEIVED, JEFFREY S. WILLIAMS, ("Borrower"), promises to pay
to the order of GENOMIC SOLUTIONS INC., a Delaware corporation ("Lender"), at
4355 Varsity Drive, Suite E, Ann Arbor, Michigan 48108, or at such other place
as Lender may designate in writing, in lawful money of the United States of
America or shares of common stock of Genomic Solutions Inc. equal in fair market
value to the principal sum of FORTY THOUSAND DOLLARS ($40,000) plus interest as
hereinafter provided, on or prior to the earlier to occur of (i) five (5) years
from the date of this promissory note (the "Note") and (ii) in the event of
termination of Borrower's employment with Lender other than termination by
Lender without cause, the Note and all interest accrued to date shall be
immediately due and payable on the date of termination. At the sole discretion
of Borrower, this Note may be prepaid prior to maturity in full or in part
without premium or penalty.

         Interest on the unpaid principal balance of the Note will accrue at a
rate of interest per annum equal to the medium term Applicable Federal Rate,
compounded annually, in effect as of the date of the Note, as determined under
Internal Revenue Code Section 1274(d) (the "Effective Rate"). All accrued
interest shall be due and payable at the time of payment of the principal
amount. Interest shall be calculated on the basis of a 360-day year, actual days
elapsed.

         This Note is unsecured. Both the Borrower and the Lender believe this
transaction should not create a taxable event for either party; provided,
however, that should it be determined that tax is owed, the Lender will
indemnify the Borrower for the tax implications of this transaction.

         All payments received hereunder shall, at the option of Lender, first
be applied against accrued and unpaid interest and the balance against
principal. Borrower expressly assumes all risks of loss or delay in the delivery
of any payments made by mail, and no course of conduct or dealing shall affect
Borrower's assumption of these risks.

         The occurrence of any of the following shall constitute an "Event of
Default" under this Note: (i) Borrower fails to make any payment of principal or
interest when due under this Note or fails to perform or comply with, or
defaults with respect to, any of the terms, covenants, or conditions of this
Note; (ii) Borrower becomes insolvent or unable to pay its debts as they become
due or makes an assignment for the benefit of its creditors; (iii) a receiver or
a trustee is appointed for Borrower's assets, and such receiver or trustee is
not discharged within sixty (60) days of such appointment; or (iv) a proceeding
of any nature under the federal Bankruptcy Code, as amended, or any state
insolvency statute, is commenced by or against Borrower, and such proceeding, if
involuntary, is not set aside within sixty (60) days from the date of its
institution. On the occurrence of an Event of Default, Lender shall have the
right to declare immediately due and payable the entire principal balance of
this Note and all accrued but unpaid interest, and the unpaid principal balance
of this Note and all unpaid interest which has accrued under this Note shall
thereafter bear interest at a rate which is three percent (3.0%) per annum
greater than the Effective Rate otherwise applicable. Upon occurrence of an
Event of Default, Borrower shall pay Lender, in addition to all other sums
provided in this Note, all of Lender's costs and expenses, including reasonable
attorneys' fees, incurred by Lender in the collection of all sums payable under
this Note.

         Acceptance by Lender of any payment in an amount less than the amount
then due shall be deemed an acceptance on account only, and Borrower's failure
to pay the entire amount then due shall be and continue to





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be a default. Upon the occurrence of any default, neither the failure of Lender
promptly to exercise its right to declare the outstanding principal and accrued
unpaid interest hereunder to be immediately due and payable, nor the failure of
Lender to demand strict performance of any other obligation of Borrower or any
other person who may be liable hereunder, shall constitute a waiver of any such
rights, nor a waiver of such rights in connection with any future default on the
part of Borrower or any other person who may be liable hereunder.

         Borrower and all endorsees, sureties and guarantors hereof hereby
jointly and severally waive presentment for payment, demand, notice of
non-payment, notice of protest or protest of this Note, and Lender diligence in
collection or bringing suit, and do hereby consent to any and all extensions of
time, renewals, waivers or modifications as may be granted by Lender with
respect to payment or any other provisions of this Note. The liability of
Borrower under this Note shall be absolute and unconditional, without regard to
the liability of any other party.

         Notwithstanding anything herein to the contrary, in no event shall
Borrower be required to pay a rate of interest in excess of the Maximum Rate.
The term "Maximum Rate" shall mean the maximum non-usurious rate of interest
that Lender is allowed to contract for, charge, take, reserve or receive under
the applicable laws of any applicable state or of the United States of America
(whichever from time to time permits the highest rate for the use, forbearance
or detention of money) after taking into account, to the extent required by
applicable law, any and all relevant payments or charges hereunder, or under any
other document or instrument executed and delivered in connection therewith and
the indebtedness evidenced hereby.

         In the event Lender ever receives, as interest, any amount in excess of
the Maximum Rate, such amount as would be excessive interest shall be deemed a
partial prepayment of principal, and, if the principal hereof is paid in full,
any remaining excess shall be returned to Borrower. In determining whether or
not the interest paid or payable, under any specified contingency, exceeds the
Maximum Rate, Borrower and Lender shall, to the maximum extent permitted by law,
(a) characterize any non-principal payment as an expense, fee, or premium rather
than as interest; (b) exclude voluntary prepayments and the effects thereof; and
(c) amortize, prorate, allocate and spread the total amount of interest through
the entire contemplated term of such indebtedness until payment in full of the
principal (including the period of any extension or renewal thereof) so that the
interest on account of such indebtedness shall not exceed the Maximum Rate.

         This Note shall be binding upon Borrower and its successors and
assigns, and the benefits hereof shall inure to Lender and its successors and
assigns. This Note has been executed in the State of Michigan, and all rights
and obligations hereunder shall be governed by the laws of the State of
Michigan.

                                    BORROWER:




                                    By: /s/ Jeffrey S. Williams
                                       --------------------------------------
                                        Jeffrey S. Williams


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