Exhibit 10.1




January 18, 2008


Mr. Lynn Lyall
653 Bradford Farms Lane, NE
Grand Rapids Michigan, 49525


Dear Lynn:

We are very pleased to offer you employment with X-Rite, Incorporated as
Executive Vice President, Chief Financial Officer, and officer of the company
reporting to me. I have outlined the particular terms of your employment below:

o    Salary: Your salary will be paid weekly at the rate of $5,769.23 ($300,000
     annually). Performance evaluations occur after 90 days of employment and
     annually in the 1st quarter. As an officer of the company, your
     compensation will be reviewed by the Compensation Committee on an annual
     basis.

o    Short Term Incentive Plan: You will be eligible to participate in the
     Management Incentive Plan that will enable you to earn up to 48% of your
     annual salary at target performance ($144,000 per year).

o    Long Term Incentive: Is comprised of a mix of both stock options and
     performance-based restricted stock for future long-term incentive (LTI)
     grants to executives. The mix is comprised of two components: 60% of the
     annual targeted LTI value in the form of restricted stock and 40% in the
     form of stock options. Targeted LTI levels are based on X-Rite comparator
     group at the 50th percentile. In March 2008 you will begin participation in
     the long-term incentive plan at a market value of $225,000. This amount
     will be reviewed and adjusted periodically based on market.

o    One Time Award: You will be entitled to a one-time grant of 75,000 stock
     options, which will vest over three years at 33% per year.

o    Vacation: You will be entitled to four weeks vacation and will remain at
     that level until your X-Rite service entitles you to additional vacation
     under X-Rite's normal vacation policy. Also, you are immediately eligible
     for the twelve (12) company holidays scheduled during each calendar year.

o    Start Date: Upon your acceptance we will mutually determine an appropriate
     start date.

o    Insurance and Other Fringe Benefits: Your medical and dental benefits will
     begin after 30 days of employment. Please see the enclosed benefit outline
     for additional details. A Human Resources Representative will meet with you
     to explain the entire package in detail once you begin your employment.

o    401K Program: You may begin the enrollment process in X-Rite's 401(K)
     program immediately.

o    Severance Provision: You will be provided severance benefits for 12 months
     under the X-Rite "Confidential Severance Agreement and Release" for
     Executive Band participants unless your employment is terminated for
     engaging in conduct involving dishonesty, fraud, conduct intentionally
     injurious to X-Rite or if you voluntarily terminate your employment from
     X-Rite.


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o    Change of Control: In the event a Change in Control may arise you will be
     eligible to participate in the X-Rite, Incorporated Change-in-Control
     Severance Plan for Senior Executives. This Plan will allow you to be
     aligned with all CIC provisions associated with 24 months of compensation
     and benefits.


No other benefits have been discussed outside of the enclosed benefits and this
offer letter. This offer of at-will employment is contingent upon passing a drug
screen before your initial start date, and signing a Confidential and
Proprietary Information Agreement. On your first day of employment with X-Rite
we will schedule a new employee orientation.

Please indicate your acceptance in writing by signing below and returning one
original to us on or before Monday, January 21, 2008. To expedite the process
you may fax a copy of this acceptance confidentially to (616) 803-2530. Your fax
will be received confidentially by my office.

Lynn, we look forward to you accepting and becoming a valuable influence on our
global management team and organization. If I can be of any assistance or answer
any questions please call.

Sincerely,

/s/ Thomas J. Vacchiano, Jr.
-----------------------------------
Thomas J. Vacchiano, Jr.
Chief Executive Officer



Acknowledged: /s/ Lynn Lyall                     Date: January 21, 2008
              ---------------------                    -------------------------
              Lynn Lyall

cc:      Human Resources

Encl.:   I-9 Form
         Benefit Outline
         2007 Medical Benefits Overview
         Confidential and Proprietary Information Agreement
         2007 Management Incentive Plan