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                                                                     EXHIBIT 4.6

     SERIES D PREFERRED STOCK PURCHASE AGREEMENT dated its of May 27 ,1998,
among GENOMIC SOLUTIONS INC., a Delaware corporation (the "Corporation"), and
each of the investors identified on SCHEDULE I (each, an "Investor", and,
collectively, the "Investors").

     The Corporation desires to sell to the Investors and the Investors desire
to purchase from the Corporation an aggregate of up to 1, 100,000 shares of the
Corporation's Series D Convertible Preferred Stock, $.001 par value (the "Series
D Preferred Stock"), with the voting powers, designations, preferences,
limitations, and relative participating, optional or other rights set forth in
the Amended and Restated Certificate of Incorporation of the Corporation, as
amended (the "Certificate of Incorporation") attached as EXHIBIT A, on the
terms and subject to the conditions set forth in this Agreement.

     NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I

                    ISSUANCE AND SALE OF THE PREFERRED SHARES

1.1  AUTHORIZATION OF ISSUANCE OF PREFERRED STOCK; RESERVATION OF COMMON STOCK.

           (a) Subject to the terms and conditions hereof, the Corporation has
authorized the issuance of an aggregate of up to 1,100,000 shares of Series D
Preferred Stock (the "Securities") at a per share price of $6.00.

           (b) The Corporation shall reserve 1,100,000 shares of Common Stock,
$.001 par value ("Common Stock"), for issuance upon conversion of the
Securities.

1.2  SALE OF SECURITIES.

     Simultaneously with the execution and delivery of this Agreement, the
Corporation is issuing and selling that number of Securities to the Investors,
as set forth on SCHEDULE I attached hereto at a per share price of $6.00.

                                   ARTICLE II

                          DELIVERY; ADDITIONAL CLOSINGS

2.1  DELIVERY.

     Concurrent with execution and delivery of this Agreement by an Investor
hereunder, the Corporation is delivering to such Investor a certificate
representing the Securities registered in such Investor's name equal to the
number of Securities set forth opposite the name of Such Investor on Schedule I
attached hereto, against payment of the purchase price for such Securities by
(at the option of the Corporation) either cashier's check payable in immediately
available funds to the order of the Corporation or by a wire transfer of funds
to the order of the Corporation.

2.2  ADDITIONAL CLOSINGS.

     The Corporation may sell up to the balance of the authorized shares of
Series D Preferred Stock not sold on the date hereof, as it shall elect, at a
price not less than $6.00 per share. Upon execution of a signature page
counterpart and without need for an amendment hereto except to

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add such investor's name to Schedule I attached hereto, any such investor shall
become a party to this Agreement, shall be deemed an "Investor" for purposes of
this Agreement and shall have the rights and obligations of an Investor
hereunder. At each additional closing hereunder, at the request of the Investor,
the Corporation shall deliver to the Investor acquiring Securities at such
closing an officer's certificate certifying to such Investor that there has been
no material adverse change in the business, operations or conditions of the
Corporation since the date hereof.

                                   ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

     Except as otherwise expressly indicated in the Schedules attached hereto,
the Corporation hereby represents and warrants to the Investors as follows:

3.1  ORGANIZATION AND STANDING; CHARTER AND BYLAWS.

     The Corporation is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and the Corporation is
authorized to exercise all of its corporate powers, rights and privileges. The
Corporation has all required corporate power and authority to own its property
and to carry on its business as presently conducted or contemplated. True and
accurate copies of the Certificate of Incorporation and the Bylaws of the
Corporation, each as in effect on the date hereof, have been delivered to the
Investors.

3.2  CAPITALIZATION.

     The authorized capital stock of the Corporation on the date hereof consists
of 40,000,000 shares of Common Stock, par value $.001 per share ("Common Stock")
and 10,000,000 shares of Preferred Stock, par value $.001 per share (the
"Preferred Stock"). On the date hereof, 2,840,448 shares of Common Stock will be
outstanding. Of the authorized Preferred Stock, 1,100,000 shares have been
designated Series D Preferred Stock, 4,070,339 shares have been designated
Series C Preferred Stock, 1,680,880 shares have been designated Series B
Preferred Stock and 50,000 have been designated Series M Preferred Stock. On the
date hereof, giving effect to the issuance of the Securities hereunder,
1,100,000 shares of Series D Preferred Stock are outstanding, 4,070,339 shares
of Series C Preferred Stock are outstanding, 1,680,880 shares of Series B
Preferred stock are outstanding and 50,000 shares of Series M Preferred Stock
are outstanding. The Securities have the rights, preferences and privileges set
forth in the Certificate of Incorporation. The Corporation has reserved
1,100,000 shares of Common Stock for issuance upon conversion of the Series D
Preferred Stock, 4,070,339 shares of Common Stock for issuance upon conversion
of the Series C Preferred Stock, 5,093,576 shares of Common Stock for issuance
upon conversion of the Series B Preferred Stock, and 270,027 shares of Common
Stock for issuance upon conversion of the Series M Preferred Stock. As a result
of the Corporation's merger with B.I. Systems Corporation, a Delaware
corporation ("BISC"), the Corporation assumed the 1994 Omnibus Equity Incentive
Plan of BISC (the "BISC Plan"). The BISC Plan was adopted by the Board of
Directors and shareholders of BISC in July 1994 and amended in April 1997. On
January 15, 1998, the Corporation's Board of Directors adopted the Genomic
Solutions Inc. Non-Employee Stock Option Plan (the "Non-Employee Plan") and the
1998 Genomic Solutions Inc. Stock Option Plan (the "Employee Plan"). On the date
of the Closing, options to acquire 907,100 shares of Common Stock are
outstanding pursuant to the BISC Plan, options to acquire 1,081,750 shares of
Common Stock are outstanding pursuant to the Employee Plan and options to
acquire 170,000 shares of Common Stock are outstanding Pursuant to the
Non-Employee Plan. The Corporation has reserved 2,158,850 shares of Common Stock
for issuance upon exercise of these options. Except as set forth and in Schedule
3.2 herein, there are no outstanding rights, options, warrants, preemptive
rights, conversion rights or agreements for the purchase, acquisition or receipt
from the Corporation of any shares of capital

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stock or any other securities of the Corporation. The Corporation is not a party
to any existing agreement with any person or entity which requires the
Corporation to purchase from such person or entity any of its capital stock, any
securities convertible into or exchangeable or exercisable for any of its
capital stock, or any right, options or warrants for its capital stock. All
outstanding securities of the Corporation, including the Securities, have been
issued in accordance with all applicable state and Federal securities laws.

3.3  CORPORATE POWER: AUTHORIZATION.

     The Corporation has all requisite legal and corporate power to enter into
this Agreement, to issue and sell the Securities as provided hereunder, and to
carry out and perform its obligations under the terms of this Agreement. All
corporate action on the part of the Corporation and its officers, directors and
shareholders that is necessary for the authorization, execution and delivery of
this Agreement by the Corporation, for the performance of the Corporation's
obligations hereunder and for the issuance and delivery of the Securities has
been taken; and this Agreement constitutes a legal and binding obligation of the
Corporation, enforceable against the Corporation in accordance with its terms
subject to: (i) judicial principles respecting or limiting the availability of
specific performance, injunctive relief and other equitable remedies; and (ii)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally relating to or affecting creditors' rights. The
Corporation is not in violation of any term of its Certificate of Incorporation
or Bylaws, or in violation of any term of any judgment, decree, order, statute,
rule or government regulation applicable to the Corporation or to which the
Corporation is a party. The Corporation is not in violation of any term of any
agreement or instrument applicable to the Corporation or to which the
Corporation is a party where such violation is likely to be materially adverse
to the Corporation's financial condition, business or operations.

3.4  VALIDITY OF SECURITIES.

     The Securities, when issued, sold and delivered in accordance with the
terms of this Agreement, will be duly and validly issued, fully paid and
non-assessable and will be free and clear of any liens, encumbrances or
restrictions of any kind; provided, however, that the Securities may be subject
to restrictions on transfer under state and federal securities laws and the
Shareholders Agreement dated as of December 24, 1997 (the "Shareholders
Agreement"), among the Corporation and the Shareholders (as defined therein).
The Common Stock issuable upon conversion of the Securities has been duly and
validly reserved and, upon issuance in accordance with the terms of the
Certificate of Incorporation, will be duly and validly issued, fully paid and
non-assessable and will be free and clear of any liens, encumbrances or
restrictions of any kind; provided, however, that the Common Stock may be
Subject to restrictions on transfer under state and federal securities laws and
the Shareholders Agreement.

3.5  CONSENTS AND WAIVERS.

     The Corporation has obtained any and all consents, permits and waivers and
made all filings necessary or appropriate for consummation of the transactions
contemplated by this Agreement.

3.6  LITIGATION.

     There is no action, suit or proceeding pending or, to the knowledge of the
Corporation, threatened against the Corporation or related to the business
conducted by the Corporation. The Corporation is not a party or subject to the
provisions of any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality. There is no action, suit, proceeding

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or investigation by the Corporation currently pending or which the Corporation
intends to initiate.

3.7  SHAREHOLDER LISTS AND AGREEMENTS.

     Set forth on Schedule 3.7 is a true and complete list of all shareholders
of the Corporation and persons holding options or warrants to acquire shares of
the Corporation, showing the number of shares of capital stock held, or
acquirable upon exercise of the option or warrant, by each such person in each
case as of the date of this Agreement.

3.8  SUBSIDIARIES.

     Except as set forth on Schedule 3.8, the Corporation hits no subsidiaries
and does not own, directly or indirectly, any interest in any corporation,
association or business entity.

3.9  FINANCIAL STATEMENTS.

          (a)     Schedule 3.9 attached hereto contains true, correct and
complete copies of:

                  (i) the balance sheet of the Corporation, as of December 31,
     1997, and the related statements of operations, stockholders' equity
     (deficit) and cash flows of the Corporation for the period covered thereby,
     including the footnotes thereto (all of foregoing being hereinafter
     collectively called the "Annual Financial Statements"); and


                  (ii) the interim balance sheet of the Company (the "Interim
     Balance Sheet") as of March 31, 1998 (the "Interim Balance Sheet Date"),
     and the interim statements of operations of the Corporation for the three
     (3) month period then ended (all of the foregoing, including the Interim
     Balance Sheet, being hereinafter collectively referred to as the "Interim
     Financial Statements" and together with the Annual Financial Statements
     collectively, the "Financial Statements").

          (b)     The Financial Statements taken as a whole (A) fairly present
in all material respects (subject, in the case of the Interim Financial
Statements, to normal, recurring year-end adjustments which are not material
individually or in the aggregate) the financial position of the Corporation as
of the dates indicated and the results of operations of the Corporation for the
periods indicated, (B) (x) have been prepared in accordance with Generally
Accepted Accounting Principles ("GAAP") consistently applied throughout the
periods covered thereby (subject, in the case of the Interim Financial
Statements, to normal, recurring year-end adjustments which are not material
individually or in the aggregate) or (y) to the extent not prepared in
accordance with GAAP, then footnotes to the Financial Statements will be
provided describing in reasonable detail the differences, if any, between the
generally accepted accounting principles pursuant to which such Financial
Statements were in fact prepared and GAAP and (C) are in accordance with the
books and records of the Corporation which have been maintained in a manner
consistent with historical practice. All reserves established and set forth in
the Interim Sheet are reasonable and adequate.


3.10 ABSENCE OF UNDISCLOSED LIABILITIES.

     The Corporation has no liabilities or obligations of any nature, whether
matured or unmatured, known or unknown, or fixed or contingent, except (a) to
the extent expressly reflected or reserved against on the Interim Balance Sheet
or expressly disclosed in the notes thereto; and (b) liabilities and obligations
arising since the Interim Balance Sheet Date in the ordinary Course of business
consistent with past practice (other than any Such liability or

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obligation arising from breach of contract, breach of warranty, tort,
infringement, or violation of any legal requirement).

3.11 ABSENCE OF CERTAIN DEVELOPMENTS.

     Except as reflected in the Financial Statements or in Schedule 3.11, since
the Interim Balance Sheet Date, there has been (i) no material adverse change in
the condition (financial or otherwise) of the Corporation or in the assets,
liabilities, or properties of the Corporation; (ii) no declaration, setting
aside or payment of any dividend or other distribution with respect to, or any
direct or indirect redemption or acquisition of, any of the capital stock of the
Corporation; (iii) no waiver of any valuable right of the Corporation or
cancellation of any debt or claim held by the Corporation; (iv) no loan by the
Corporation to any officer, director, employee or shareholder of the
Corporation, or any agreement or commitment therefor; (v) no increase, direct or
indirect, in the compensation paid or payable to any officer, director, employee
or agent of the Corporation; (vi) no material loss, destruction or damage to any
property of the Corporation, whether or not, insured; (vii) no labor disputes
involving the Corporation and no material change in the personnel of the
Corporation or the terms and conditions of their employment; and (viii) no
acquisition or disposition of any assets (or any contract or arrangement
therefor), nor any other transaction by the Corporation otherwise than for fair
value in the ordinary course of business.

3.12 TITLE TO ASSETS.

     The Corporation has good and marketable title to all of the assets
reflected as being owned by the Corporation on the Interim Balance Sheet or
acquired subsequent thereto (except for inventory sold or otherwise disposed of
in the ordinary course of business for fair value and accounts and notes
receivable paid in full since the date of the Interim Balance Sheet), free and
clear of all encumbrances, except for those encumbrances set forth on Schedule
3.12 and Permitted Liens. Such assets are in good operating condition and repair
(normal wear and tear excepted), are adequate and suitable for the uses for
which they are used in the Corporation's business, are not subject to any
condition which interferes with the economic value or use thereof, and
constitute all assets necessary to permit the Corporation to carry on its
business after the consummation of the transactions contemplated by this
Agreement as generally conducted by the Corporation prior thereto. The term
"Permitted Liens" means (i) liens arising by operation of law in the ordinary
course of business that, individually and in the aggregate, do not in any
material respect interfere with the use of any of the assets subject thereto;
(ii) minor imperfections of title which do not materially detract from the value
of the property affected or materially impair the operations of either
Corporation; (iii) liens for taxes not yet due and payable; and (iv) landlords
liens, if any, relating to leases.

3.13 REAL PROPERTY.

     The Corporation does not own directly or indirectly any real property.

3.14 TAX MATTERS.

     The Corporation has filed all federal, state and local income, excise or
franchise tax returns, real estate and personal property tax returns, sales and
use tax returns and other tax returns required to be filed by it and has paid
all taxes owed by it, except taxes which have not yet accrued or otherwise
become due or for which adequate provision has been made in the pertinent
Financial Statements. The provision for taxes on the Interim Balance Sheet is
sufficient as of its date for the payment of all accrued and unpaid federal,
state, county and local taxes of any nature of the corporation whether or not
assessed or disputed. All taxes and other assessments and levies which the
Corporation is required to withhold or collect have been withheld and collected
and have been paid over when due to the proper governmental authorities.

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With regard to the income tax returns of the Corporation, the Corporation has
not received notice of any audit or of any proposed deficiencies from any taxing
authority and no controversy with respect to taxes of any type is pending or, to
the knowledge of the Corporation, threatened. There are in effect no waivers of
applicable statutes of limitations with respect to any taxes owed by the
Corporation for any year. The Corporation does not conduct any foreign or
international operations that would ordinarily Subject it to taxation in any
jurisdiction outside of the United States.

3.15 CONTRACTS AND COMMITMENTS.

     Except as set forth in Schedule 3.15, the Corporation (i) is not a party to
any contract, obligation or commitment which involves a potential commitment in
excess of $100,000 or which is otherwise material and not entered into in the
ordinary course of business; and (ii) does not have any employment contracts;
stock redemption or purchase agreements; financing agreements; licenses;
distributor or sales representative agreements; agreements with officers,
directors, employees or shareholders of the Corporation or persons or
organizations related to or affiliated with any such persons; leases; agreements
relating to product development; or pension, profit-sharing, retirement or stock
option plans. Each agreement or understanding set forth on Schedule 3.15 is in
full force and effect and constitutes a valid and binding obligation of the
Corporation and to the best knowledge of the Corporation, the other party
thereto. The Corporation has in all material respects performed the obligations
required to be performed by it except for obligations not yet due to be
performed and the Corporation is and has not in default received notices that it
is in default in any material respect under any such agreement or understanding.
There exists no known event or condition which, after notice or lapse of time,
or both, would constitute such a default. There are no material defaults by any
other party to any such agreement or understanding as to which any notice of
default has been given. The Corporation has made available to the Investors
correct and complete copies of all documents Set forth on such Schedule.

3.16 PROPRIETARY RIGHTS; EMPLOYEE RESTRICTION.

     The Corporation has disclosed on Schedule 3.16, all copyright
registrations, trademark registrations and applications for registration,
patents and patent applications, trademarks, trade secrets or other proprietary
rights (collectively, "Intellectual Property Rights") used or, to the best of
the Corporation's knowledge, to be used in the Corporation's business as
presently conducted or contemplated and all licenses, assignments and leases
relating to Intellectual Property Rights of others embodied in products of the
Corporation. The Corporation has exclusive ownership of or license to use, all
Intellectual Property Rights identified in Schedule 3.16 and, to the best
knowledge of the Corporation, it has obtained any licenses, releases or
assignments to use all third parties' Intellectual Property Rights embodied in
products of the Corporation. To the best knowledge of the Corporation, neither
the present nor contemplated business activities or products of the Corporation
infringe any Intellectual Property Rights of others. The Corporation has not
received any notice or other claim from any person asserting that any of the
Corporation's present or contemplated activities infringe or may infringe any
Intellectual Property Rights of such person. The Corporation has the right to
use, free and clear of claims or rights of others, all trade secrets, customer
lists, manufacturing processes, hardware designs, programming processes,
software and other information required for or incident to its products or its
business as presently conducted or contemplated. The Corporation has taken all
commercially reasonable steps to establish and preserve its ownership of all
copyright, trade secret and other proprietary rights with respect to its
products and technology, except such rights as the Corporation has reasonably
determined are not material to the Corporation's continuing business operations.
The Corporation is not aware of any infringement by others of its copyrights or
other Intellectual Property Rights to which it has exclusive use in any of its
products, technology or services, or any violation of the confidentiality of any
of its proprietary information. The Corporation is not

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making unlawful use of any confidential information or trade secrets of any past
or present employees of the Corporation. Except as set forth in Schedule 3.16,
neither the Corporation nor, to the Corporation's knowledge, any of the key
employees of the Corporation have any agreements or arrangements with former
employers of such employees relating to confidential information or trade
secrets of such employers. The activities of the Corporation's employees on
behalf of the Corporation do not violate any agreements or arrangements known to
the Corporation which any such employees have with former employers.

3.17 EFFECT OF TRANSACTIONS.

     The execution, delivery and performance by the Corporation of this
Agreement and the documents executed and delivered in connection therewith will
not conflict with or result in any default under any material contract,
obligation or commitment of the Corporation, or any charter provision, bylaw or
corporate restriction of the Corporation, or the creation of any lien, charge or
encumbrance of any nature upon any of the properties or assets of the
Corporation, except pursuant to this Agreement. The Corporation's execution and
delivery of this Agreement and the documents executed and delivered in
connection therewith and its performance of the transactions contemplated
thereby will not violate any instrument, agreement, judgment, decree, order,
statute, rule or regulation of any federal, state or local government or agency
applicable to the Corporation.

3.18 INSURANCE.

     The Corporation maintains valid and effective insurance policies, issued by
financially sound and reputable insurers, to insure it against all risks usually
insured against by persons or entities conducting businesses similar to that of
the Corporation in the locality in which such businesses are conducted. The
Corporation has paid all due premiums with respect to all policies of insurance
currently maintained by the Corporation.

3.19 SECURITIES ACT REGISTRATION.

     Assuming that the representations and warranties of the Investor contained
herein are true, the offer, sale and delivery of the Securities in the manner
contemplated by this Agreement are each exempt from registration under the
Securities Act and are exempt or will be exempt under applicable state
securities or Blue Sky laws regulating the issuance or sale of securities upon
the timely filing of notices with the appropriate states.

3.20 BUSINESS; COMPLIANCE WITH LAWS.

     The Corporation (i) is in compliance with, in all respects all legal
requirements applicable to it and its business and (ii) has all material
federal, state, local and foreign governmental licenses and permits
(collectively, "Permits") used or necessary in the conduct of its business. Such
Permits are in full force and effect, no violations with respect to any thereof
are recorded, no legal proceeding is pending or, to the best knowledge of the
Corporation, threatened to revoke or limit any thereof.

3.21 BOOKS AND RECORDS.

     The minute books of the Corporation contain complete and accurate records
of all meetings and other corporate actions of its shareholders and its board of
directors (the "Board of Directors") and committees thereof. The stock ledger of
the Corporation is complete and reflects all issuances, transfers, repurchases
and cancellations of shares of capital stock of the Corporation.

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3.22 EMPLOYEE BENEFIT PLANS.

     Each employee benefit plan, program, arrangement, practice or contract,
whether formal or informal, maintained or contributed to by the Corporation
providing current or retirement benefits or compensation to or on behalf of
employees or former employees of the Corporation (the "Benefits Plans"), are in
compliance in all material respects with the presently applicable laws.

3.23 SMALL BUSINESS MATTERS.

     The Corporation is a "small business concern" within the meaning of the
Small Business Investment Act of 1958 and the regulations thereunder (the "SBIC
Act"), including Title 13, Code of Federal Regulations, Section 121.301. The
information set forth in the Small Business Administration Forms 480, 652 and
Sections A and B of Form 1031, which have been delivered on or prior to the
date hereof to the Investor regarding the Corporation is accurate and complete.
The Corporation does not presently engage in, and it shall not hereafter engage
in, any activities, nor shall the Corporation use directly or indirectly the
proceeds from the sale of the Securities for any purpose for which a Small
Business Investment Corporation is prohibited from providing funds by the SBIC
Act, including Title 13, Code of Federal Regulations, Section 107.720. The
Corporation acknowledges that it has been declared by Chase Capital Partners
("Chase") that Chase is a federal licensee under the SBIC Act.

3.24 INFORMATION SUPPLIED TO THE INVESTOR.

          (a)  Neither this Agreement, or the Schedules and Exhibits attached
hereto, nor any written document (including the Business Plan, as defined),
certificate, projection or statement furnished to the Investor by or on behalf
of the Corporation pursuant to this Agreement contains any untrue statement of a
material fact, and none of this Agreement, the Schedules and Exhibits attached
hereto or such other written documents, projections, certificates and statements
omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading. There is no material fact relating
to the business, prospects, operations, affairs or conditions of the Corporation
which adversely affects or in the future may, in the reasonable business
judgment of the Corporation, adversely affect the same which has not been set
forth in this Agreement or in the Schedules or Exhibits attached hereto or other
materials delivered pursuant to this Agreement.

          (b)  The projections contained in the Business Plan are based upon
assumptions believed by the Corporation to be reasonable as of the date hereof,
however the Corporation gives no assurance that the actual operations of the
Company will conform to such projections.

          (c)  Any disclosure contained in any of the Schedules delivered
hereunder, which on its face is clearly and unequivocally applicable to another
Schedule to this Agreement, shall be deemed made with respect to such other
Schedule.

3.25 BROKERAGE.

     No person or entity acting on behalf or under the authority of the
Corporation is or will be entitled to any broker's, finder's, or similar fee or
commission in connection with the sale of the Securities.

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3.26 Employees.

     The Corporation has no collective bargaining agreement with any of its
employees. There is no labor union organizing activity pending nor, to the best
knowledge of the Corporation, threatened with respect to the Corporation. The
Corporation is not aware that any officer or key employee intends to terminate
his or her relationship with the Corporation, nor does the Corporation have any
present intention of terminating the employment of any officer or key employee.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

4.1  REPRESENTATIONS AND WARRANTIES

     Each Investor hereby represents and warrants to the Corporation,
severally and not jointly, and only as to itself, as follows:

       (a) All action on the part of such Investor necessary for the execution,
delivery and performance of this Agreement, and the consummation of the
transactions contemplated hereby has been taken and, assuming due execution and
delivery by the Corporation, this Agreement constitutes a legal, valid, binding
and enforceable obligation of such Investor, subject to: (i) judicial principles
respecting or limiting the availability of specific performance, injunctive
relief and other equitable remedies; and (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
generally relating to or affecting creditors' rights.

       (b) If the Investor is an entity, trust, pension fund or IRA account
(the "Entity"), the Entity represents and warrants that: (i) such Entity is an
existing entity, and has not been organized or reorganized for the purpose of
making this investment (or if not true, such fact shall be disclosed to the
Corporation in writing along with information concerning the beneficial owners
of the Entity), (ii) the undersigned has the authority to execute this Agreement
and the Confidential Statement of Investor Suitability attached as Exhibit B
hereto and any other documents in connection with an investment in the
Securities on the Entity's behalf, and (iii) the Entity has the power, right and
authority to invest in the Securities and enter into the transactions
contemplated hereby, and the investment is suitable and appropriate for the
Entity and its beneficiaries (given the risks and illiquid nature of the
investment).

4.2  INVESTMENT.

       (a) Such Investor has been advised that the Securities have not been
registered under the Securities Act of 1933, as amended (the "Act"), or
registered or qualified under any applicable state securities laws on the
ground that no distribution or public offering of the Securities is to be
effected, and that in this connection the Corporation is relying in part on the
representations of such Investor set forth in this Article IV;

       (b) Such Investor has been further advised that no public market now
exists for any of the securities issued by the Corporation and that a public
market may never exist for the Securities;

       (c) Such Investor is purchasing the Securities for its own account and
not for any other person;

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       (d) By reason of its business or financial experience, such Investor has
the capacity to protect its own interest in connection with the transactions
contemplated hereunder, is able to bear the risks of an investment in the
Corporation, and can afford a complete loss Of such investment;

       (e) Such Investor is aware of the Corporation's business affairs and
financial condition and has acquired sufficient information about the
Corporation to reach an informed and knowledgeable decision to acquire the
Securities; and

       (f) Such Investor has had the opportunity to ask questions regarding the
Corporation and the Corporation has provided information in response to the
questions.

4.3  FEDERAL SECURITIES LAWS.

     In order to enable the Corporation to determine whether the sale of the
Securities is exempt from registration under the Act, each Investor represents
that it is an Accredited Investor (as defined in Schedule 4.3 hereof), has
completed truthfully the appropriate items in the Confidential Statement of
Investor Suitability attached as Exhibit B hereto, and is acquiring the
Securities for its own account, for investment, and not with a view to, or for
sale in connection with, any distribution thereof.

4.4  STATE SECURITIES LAWS.

     The address of such Investor set forth on Schedule I attached hereto is the
Investor's true and correct residence or place of business.

                                    ARTICLE V

                          PRIOR OR SIMULTANEOUS ACTIONS

     Before or at the closing of the issuance of the Securities hereunder, the
following actions have been or are being taken:

       (a) Certificate of Incorporation. The certificate of designation setting
forth the rights and preferences of the Securities and amending the Certificate
of Incorporation is being filed with and accepted by the Secretary of State of
the State of Delaware.

       (b) Shareholders Agreement. Each Investor that is not currently a party
to the Shareholders Agreement is executing and delivering a Joinder Agreement in
a form acceptable to the Corporation pursuant to which such Investor shall agree
to be bound by the terms of the Shareholders Agreement.

       (c) Authorizing Actions of the Corporation. The Investors are receiving
certified copies of all requisite corporate actions taken by the Corporation to
authorize its adoption of the amendment to the Certificate of Incorporation, its
execution and delivery of the Documents, its performance of its obligations
thereunder, and its consummation of the transactions contemplated thereby.

       (d) Shareholder Consent. Holders of 66 2/3's of Series B Preferred and
Series C Preferred Stock, as if fully converted, voting as a single class, have
consented to the issuance of the Securities.

                                       10
<PAGE>   11

                                   ARTICLE VI
                          COVENANTS OF THE CORPORATION

6.1  OPERATING PLAN; OTHER REPORTING.

     The Corporation shall prepare and deliver to each Investor holding,
together with its affiliate or affiliates, Securities with an aggregate purchase
price exceeding $1,000,000 (each a "Qualified Investor") within 30 days after
the start of each fiscal year, an operating plan prepared on an annual basis
and, promptly after preparation, any material revisions to such operating plan;
provided, however that with respect to fiscal year 1998, the operating plan
shall be delivered to the Qualified Investor when such plan has been made
available to the Board of Directors. In addition, the Corporation shall promptly
provide to Qualified Investors other customary information and materials,
including, without limitation, reports of material adverse developments,
management letters, communications with shareholders or directors, press
releases and registration statements.

6.2  AFFILIATED TRANSACTION.

     All transactions by and between the Corporation and any officer, employee
or shareholder of the Corporation or persons controlled by or affiliated with
such officer, employee or shareholder, shall be conducted on an arms-length
basis, shall be on terms and conditions no less favorable to the Corporation
than could be obtained from unrelated persons and shall be approved by the Board
after full disclosure of the terms thereof, for which purpose the interested
party, if a director, and any affiliate of the interested party who is a
director, shall not be entitled to vote.

6.3  INSPECTION.

     The Corporation shall, upon reasonable prior notice, permit authorized
representatives of each Qualified Investor to visit and inspect any of the
properties of the Corporation including its books of account (and to make copies
thereof and take extracts therefrom), and to discuss the affairs, finances and
accounts of the Corporation with its officers, administrative employees and
independent auditors, all at the expense of the Investors and at such reasonable
times and as often as may be reasonably requested.

6.4  MATERIAL CHANGES AND LITIGATION.

     The Corporation shall promptly (and, in any event, not later than the date
of release of such information to the public generally) notify the Investors or
its transferees of any material adverse change in the business, properties,
assets, or condition (financial or otherwise) of the Corporation and of any
litigation or governmental proceeding or investigation pending (or, to the best
knowledge of the Corporation, threatened) against the Corporation or against
any officer, director, key employee, or principal shareholder of the
Corporation, that materially adversely affects (or if adversely determined,
could materially adversely affect) its present or proposed business, properties,
assets, or condition (financial or otherwise) taken as a whole.

6.5  EMPLOYEE SHARES.

     The officers and employees of the Corporation to whom, and the times at
which, stock options shall be granted by the Corporation, the type of options
to be granted, the duration of each option, the price and method of payment for
each option, and the vesting schedule of each option shall be determined by the
compensation committee of the Board.

                                       11
<PAGE>   12

6.6 INTEGRATION.

    The Corporation shall not offer, sell or solicit offers to buy or otherwise
negotiate with respect to any security (as defined in the Securities Act) that
will be integrated with the sale of the Common Stock in a manner that would
require the registration of any of the Common Stock under the Securities Act,
except in connection with an initial public offering by the Corporation under
the Securities Act.

6.7 USE OF PROCEEDS.

    The Corporation shall use the proceeds from the sale of the Securities to
support the working capital needs resulting from three recent and/or pending
transactions and other general corporate purposes consistent with the strategic
business plan of the Corporation (the "Business Plan"). In addition, the
Corporation may use a portion of the proceeds to fund additional acquisitions.

6.8 NEGATIVE COVENANTS.

    Without the prior consent of the holders of no less than 66 2/3% of the then
outstanding Securities, the Corporation shall not:

     (a) amend the Corporation's Certificate of Incorporation or Bylaws in a
manner which adversely affects the rights of the holders of the Securities;

     (b) pay dividends on or make other distributions with respect to any
capital stock of the Corporation;

     (c) engage in any business other than the business engaged in by the
Corporation as of the date hereof or as contemplated by the Business Plan; or

     (d) increase the number of directors constituting the Board of Directors
of the Corporation to more than nine members.

6.9 SHAREHOLDERS AGREEMENT.

     (a) The Corporation hereby agrees to use its best efforts to cause the
shareholders of the Corporation that are currently party to the Shareholders
Agreement to execute and deliver an amendment to the Shareholders Agreement,
pursuant to which the Shareholders Agreement will be amended to include
drag-along rights.

     (b) The Corporation hereby agrees to use its best efforts to cause any
employee of the Corporation or a subsidiary thereof that is a shareholder of the
Corporation that is not currently a party to the Shareholders Agreement to
execute and deliver a joinder agreement pursuant to which such employee agrees
to be bound by the terms of the Shareholders Agreement.

     (c) The Corporation hereby agrees that any future issuance of shares of
capital stock, or options to acquire shares of capital stock, of the
Corporation, to any employee of the Corporation or an subsidiary thereof shall
be conditioned upon such employee executing and delivering a joinder agreement
pursuant to which such employee agrees to be bound by the terms of the
Shareholders Agreement, as amended from time to time.

                                       12
<PAGE>   13

6.10 TERMINATION.

     The covenants set forth in Article VI hereof shall terminate upon the
consummation of a public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, covering the offer and
sale of the Corporation's Common Stock where the aggregate offering price to the
public is no less than $20,000,000.00, and the public offering price is not less
than $5.00 per share (adjusted to reflect any stock splits, combinations or
similar events after the date hereof).

                                   ARTICLE VII

                               REGULATORY MATTERS

7.1  REGULATORY COMPLIANCE COOPERATION.

       (a) If a Regulated Holder determines that it has a Regulatory Problem,
the Corporation agrees to take all such actions as are reasonably requested by
such Regulated Holder (x) to effectuate and facilitate any transfer by such
Regulated Holder of any securities of the Corporation then held by such
Regulated Holder to any person designated by such Regulated Holder, (y) to
permit such Regulated Holder (or any Affiliate of such Regulated Holder) to
exchange all or any portion of the voting securities of the Corporation then
held by such person on a share-for-share basis for shares of a class of
nonvoting securities of the Corporation, which nonvoting securities of the
Corporation shall be identical in all respect to such voting securities, except
that such new securities shall be nonvoting and shall be convertible into voting
securities on such terms as are requested by such Regulated Holder in light of
regulatory considerations then prevailing, and (z) to continue and preserve the
respective allocation of the voting interests with respect to the Corporation
provided for in the Certificate of Incorporation of the Corporation and this
Agreement and with respect to such Regulated Holder's ownership of the
Corporation's voting securities. Such actions may include, without limitation,
(x) entering into such additional agreements as are reasonably requested by
such Regulated Holder to permit any persons designated by such Regulated Holder
to exercise any voting power which is relinquished by such Regulated Holder upon
any exchange of voting securities for nonvoting securities of the Corporation;
and (y) entering into such additional agreements, adopting such amendments to
this Agreement, the Certificate of Incorporation and the By-laws of the
Corporation and taking such additional actions as are reasonably requested by
such Regulated Holder in order to effectuate the intent of the foregoing. As
used herein, "Regulated Holder" means any Investor that is (i) a "small business
investment corporation" licensed by the United States Small Business
Administration under the Small Business Investment Act of 1958, as amended, (ii)
a Regulation Y Holder (as defined below), and/or (iii) subject to any similar,
related or successor laws and regulations regulating banks, bank holding
companies, small business investment companies and their respective
subsidiaries.

       (b) If a Regulated Holder elects to transfer securities of the
Corporation to an Affiliate who is, or upon such transfer would become, a
Regulation Y Holder (as defined below) in order to avoid or cure a Regulatory
Problem, the Corporation shall enter into such agreements with such Regulated
Holder and its Affiliates as it may reasonably request in order to assist such
Regulated Holder and its Affiliates in complying with all applicable laws. Such
agreements may include restrictions on the conversion, redemption, repurchase or
retirement of securities of the Corporation that would result or be reasonably
expected to result in such Regulated Holder or its Affiliates holding more
voting securities or total equity than it is permitted to hold under such
applicable laws. As used herein, "Regulation Y Holder" means any Investor that
is (or that is a subsidiary of a bank holding corporation that is) subject to
the various provisions of Regulation

                                       13
<PAGE>   14

Y of the Board of Governors of the Federal Reserve Systems, 12 C.F.R., Part 225
(or any successor to Regulation Y), so long as such Regulation Y Holder shall
hold such securities.

       (c) If a Regulated Holder has the right or opportunity to acquire any of
the Corporation's securities from the Corporation, any other Regulated Holder or
any other person or entity (as the result of a preemptive offer, pro rata offer
or otherwise), at such Regulated Holder's request the Corporation shall offer to
sell (or if the Corporation is not the seller, to cooperate with the seller and
such Regulated Holder to permit such seller to sell) such non-voting securities
on the same terms as would have existed had such Regulated Holder acquired the
securities so offered and immediately requested their exchange for non-voting
securities pursuant to Section 7.1 (a) above.

       (d) Before the Corporation redeems, purchases or otherwise acquires,
directly or indirectly, or converts or takes any action with respect to the
voting rights of, any securities, the Corporation shall give written notice of
such pending action to each Regulated Holder. Upon the written request of any
Regulated Holder made within 10 days after its receipt of such notice stating
that after giving effect to such action such Regulated Holder would have a
Voting Regulatory Problem, the Corporation shall defer taking such action for
such period (not to extend beyond 45 days after such Regulated Holder's receipt
of the Corporation's original notice) as such Regulated Holder requests to
permit it and its Affiliates to reduce the quantity of the Corporation's
securities they own or take other appropriate action in order to avoid the
Voting Regulatory Problem. In addition, the Corporation shall not be a party to
any merger, consolidation, recapitalization or other transaction pursuant to
which any Regulated Holder would be required to take any voting securities, or
any securities convertible into, or exchangeable or exercisable for, voting
securities, which might reasonably be expected to cause such Regulated Holder to
have a Voting Regulatory Problem. In no event shall the Corporation be required
to cause securities to be registered under the Securities Act or the Securities
Exchange Act of 1934, as amended, pursuant to this Section 7.1.

7.2 COVENANT NOT TO AMEND.

    The Corporation agrees not to amend or waive the voting or other provisions
of this Agreement or the Certificate of Incorporation or Bylaws of the
Corporation if such amendment or waiver would cause any Investor to have a
Regulatory Problem, provided that any such Investor notifies the Corporation
that it would have a Regulatory Problem promptly after it has notice of such
amendment or waiver.

7.3 CERTAIN INFORMATION RIGHTS AND RELATED COVENANTS.

       (a) Upon the request of any Regulated Holder, the Corporation shall
    promptly:

           (i) provide to such person and the U.S. Small Business Administration
    (the "SBA") access to its books and records for the purpose of confirming
    the use of the proceeds of such person's financing and for all other
    purposes required by the SBA;

           (ii) provide to such person and the SBA a certificate of its chief
    financial officer (1) verifying the use of such proceeds and (2) certifying
    compliance by the Corporation with the provisions of this Agreement
    (provided that such certificate may be truthfully given);

           (iii) provide to such person an assessment, in form and substance
     satisfactory to such person, of the economic impact of such person's
     financing, specifying the full-time equivalent jobs created or retained,
     the impact of the financing on the Corporation's business in terms of
     expanded revenue and taxes and other appropriate

                                       14
<PAGE>   15

     economic benefits, including, but not limited to, technology development or
     commercialization minority business development, urban or rural business
     development, expansion of exports and assistance to manufacturing firms;

           (iv) provide to such person such financial statements and other
     information as such Person may from time to time reasonably request for the
     purpose of assessing the Corporation's financial condition; and

           (v) furnish to such person all information requested by it in order
     for it to prepare and file SBA Form 468 or to prepare an assessment of the
     economic impact of such Person's financing, and any other information
     requested or required by any governmental agency asserting jurisdiction
     over such Person.

       (b) For a period of one year following the date hereof, neither the
Corporation nor any of its subsidiaries shall change its business activity if
such change would render the Corporation ineligible as a "Small Concern" under
the Small Business Investment Act and the regulations thereunder.

       (c) The Corporation shall at all times comply with the
non-discrimination requirements of 13 C.F.R., Parts 112, 113 and 117.

7.4  CERTAIN DEFINITIONS

     "Affiliate" means any other person or entity that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common
control with such person or entity.

     "securities" means, with respect to any person, Such Person's "securities"
as defined in Section 2(1) of the Securities Act of 1933, as amended, and
includes such person's capital stock or other equity interests or any options,
warrants or other securities or rights that are directly or indirectly
convertible into, or exercisable or exchangeable for, such person's capital
stock or other equity interests.

     "Regulatory Problem" means, with respect to any Investor, (i) any set of
facts or circumstance wherein it has been asserted by any governmental
regulatory agency (or a Investor believes that there is a substantial risk of
such assertion) that such Investor is not entitled to hold, or exercise any
significant right with respect to, the capital stock of the Corporation which it
holds or (ii) a Voting Regulatory Problem.

     "Voting Regulatory Problem" shall exist when a person and such person's
affiliates would own, control or have the power (including voting rights) over a
greater quantity of securities of any kind issued by the Corporation or any
other person than are permitted under any applicable law.

                                  ARTICLE VIII

           SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

8.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     The representations, warranties, covenants, promises and agreements
contained in this Agreement shall survive the Closings and shall remain in full
force and effect until the second anniversary of the date of this Agreement.

                                       15

<PAGE>   16


8.2  INDEMNIFICATION.

     In addition to all other rights and remedies available to the Investors,
the Corporation shall indemnify, defend and hold harmless the Investors and its
affiliates and their respective partners, officers, directors, employees, agents
and representatives against any loss, liability, demand, claim, action, cause of
action, cost, damage, deficiency, tax, penalty, fine or expense (including legal
and accounting fees and expenses related thereto or incurred in enforcing this
Article VIII, but excluding punitive damages) arising from the untruth,
inaccuracy or breach of any of the representations, warranties, covenants or
agreements of the Corporation contained in any Document or any facts or
circumstances constituting any such untruth, inaccuracy or breach.

                                   ARTICLE IX

                            RESTRICTIONS ON TRANSFER

9.1  NONTRANSFERABLE SECURITIES.

     The Securities shall not be transferable except in accordance with the
conditions set forth in the Shareholders Agreement.

9.2  RESTRICTIVE LEGEND.

            (a) Each certificate representing, Securities issued hereunder shall
(unless otherwise permitted by the provisions of paragraph (b) and (c) below) be
stamped or otherwise imprinted with a legend in substantially the following
form:

            "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
            BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
            HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE
            ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN OPINION OF
            COUNSEL ACCEPTABLE TO THE CORPORATION HAS BEEN OBTAINED TO THE
            EFFECT THAT REGISTRATION UNDER THE ACT AND APPLICABLE STATE
            SECURITIES LAWS IS NOT REQUIRED."

            (b) The holder of any Securities by acceptance thereof agrees, prior
to any transfer of any Securities, to give, written notice to the Corporation of
such holder's intention to effect such transfer and to comply in all other
respects with the provisions of this Section. Each such notice shall describe
the manner and circumstances of the proposed transfer. Upon request by the
Corporation, the holder delivering such notice shall deliver a written opinion,
addressed to the Corporation, of counsel for the holder of such Securities,
stating that in the opinion of such counsel (which opinion and counsel shall be
reasonable satisfactory to the Corporation) such proposed transfer does not
involve a transaction requiring registration or qualification of such Securities
under the Securities Act or the securities or "blue sky" laws of any state of
the United States. Such holder of Securities shall be entitled to transfer such
Securities in accordance with the terms of the notice delivered to the
Corporation, if the Corporation does not reasonably object to such transfer on
the basis that such proposed transfer involves a transaction requiring
registration or qualification of such securities under the Securities Act or the
securities or "blue

                                       16
<PAGE>   17

sky" laws of any state of the United States and requests an opinion with respect
to such issue within five days after delivery of such notice, or, if it requests
such opinion, does not reasonably object to such transfer within five days after
delivery of such opinion. Each certificate or other instrument evidencing the
securities issued upon the transfer of any Securities (and each certificate or
other instrument evidencing any untransferred balance of such Securities) shall
bear the legend set forth in paragraph (a) above unless (i) in such opinion of
counsel registration of any future transfer is not required by the applicable
provisions of the Securities Act; or (ii) the Corporation shall have waived the
requirement of such legends.

            (c) Notwithstanding the foregoing provisions of this Section, the
restrictions imposed by this Section upon the transferability of any Securities
shall cease and terminate when (i) any such Securities are sold or otherwise
disposed of (A) pursuant to an effective registration statement under the
Securities Act or (B) in a transaction contemplated by paragraph (b) above which
does not require that the Securities so transferred bear the legend set forth in
paragraph (a) hereof; or (ii) the holder of such Securities has met the
requirements for transfer of such Securities under Rule 144(k) or any successor
statute. Whenever the restrictions imposed by this Section shall terminate, the
holder of any Securities as to which such restrictions have terminated shall be
entitled to receive from the Corporation without expense, a new certificate not
bearing the restrictive legend set forth in paragraph (a) above and not
containing any other reference to the restrictions imposed by this Section.

                                    ARTICLE X

                                  MISCELLANEOUS

10.1 EXPENSES

     The Corporation shall pay the legal fees Of O'Sullivan, Graev & Karabell,
LLP, counsel to Chase and all other reasonable out-of-pocket expenses incurred
by Chase in connection with this transaction, its due diligence investigation of
the Corporation, the negotiation of the Documents and the closing of the
transactions contemplated by the Documents; provided however; that the amount of
such payment or reimbursement by the Corporation shall not exceed $5,000. In
addition, the Corporation shall reimburse the Investors for all reasonable costs
and expenses (including reasonable attorney's fees) incurred in connection with
any modifications or amendments to or any waiver or consent under any of the
Documents; provided, however, that the amount of such payment or reimbursement
by the Corporation shall not exceed $5,000.

10.2 ENTIRE AGREEMENT.

     This Agreement and the other writings and agreements referred to herein or
delivered pursuant hereto contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings among the parties with respect thereto.

10.3 NOTICES ETC.

     All notices and other communications required or permitted hereunder shall
be in writing and shall be deemed effectively given upon personal delivery or
upon the seventh day following mailing by registered air mail, postage prepaid,
addressed (a) if to the Investor, as indicated on Schedule I attached hereto, or
at such other address as it shall have furnished to the Corporation, (b) if to
the Corporation, to Genomic Solutions Inc., 4355 Varsity Drive, Ann Arbor,
Michigan, 48108, and addressed to the attention of the corporate secretary, or
at such other address as the Corporation shall have furnished to the Investors,
or (c) if to any other holder of the Securities or of Common Stock issued upon
conversion of the Securities at such address as such holder shall

                                       17
<PAGE>   18

have furnished to the Corporation in writing, or, until such holder so furnishes
an address to the Corporation, then to and at the address of the last holder of
such Securities or shares of Common Stock issued upon conversion of the
Securities, who so furnished an address to the Corporation. In addition, any
notice delivered to an address outside the United States shall be duplicated by
counterpart telex, internet e-mail or facsimile notice (if available).

10.4 DELAYS OR OMISSIONS.

     No delay or omission to exercise any right, power or remedy accruing to any
holder of any securities issued or sold or to be issued or sold hereunder, upon
any breach or default of the Corporation under this Agreement shall impair any
such right, power or remedy of such holder nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or in any
similar breach or default thereafter occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring Any waiver, permit, consent or approval of
any kind or character on the part of any holder of any breach or default under
this Agreement, or any waiver on the part of any holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.

10.5 ASSIGNMENTS; SUCCESSORS AND ASSIGNS.

     Except in connection with any transfer of Securities in accordance with
this Agreement, the rights of each party under this Agreement may not be
assigned. The provisions of this Agreement shall bind and inure to the benefit
of the respective successors, assigns, heirs, executors, and administrators of
the parties hereto.

10.6 AMENDMENTS.

     The terms and provisions of this Agreement may not be modified or amended,
except pursuant to an instrument signed by the Corporation and the Investors
holding 66 2/3% of the Securities.

10.7 COUNTERPARTS.

     This Agreement may be executed in any number Of Counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.

10.8 HEADINGS.

     The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

10.9 GOVERNING LAW.

     This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware (without giving effect to principles of conflicts
of laws).

                                     *****
                                       18
<PAGE>   19


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
themselves or by their respective representatives thereunto duly authorized as
of the date first above written.

                                           GENOMIC SOLUTIONS INC.

                                           By:    Jeffrey S. Williams
                                              ----------------------------------
                                           Name:  Jeffrey S. Williams

                                           Title: President and Chief Executive
                                                  Officer


                          THE INVESTORS SIGNATURES ARE
                    ON THE ATTACHED INVESTOR SIGNATURE PAGES

                                       19


<PAGE>   20

                                  CLOSING BOOK

                             GENOMIC SOLUTIONS INC.
                            SERIES D PREFERRED STOCK
                                   $6,600,000

                                  MAY 27, 1998

                                  Prepared By:

                           Jaffe, Raitt, Heuer & Weiss
                            Professional Corporation




<PAGE>   21




SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

Please indicate the number of Securities which you would like to purchase.
987,488



          INVESTOR: Chase Venture Capital Associates, L.P.
                    By: Chase Capital Partners,
                    Its general Partner

          /s/ Damion E. Wicker, MD
          ----------------------------------------
          SIGNATURE

          Name: Damion E. Wicker, MD
               -----------------------------------
                   (Please Print)

         Title, if any: General Partner
                       ---------------------------
                           (Please Print)

          ADDRESS:

          380 Madison Ave. 12th Fl
          ----------------------------------------
          New York, New York, 10017
          ----------------------------------------
          Attn: Damion E. Wicker, M.D.
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable:



                                       20


<PAGE>   22


SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. 4,241

          INVESTOR:

          /s/ Laverne Styles
          ----------------------------------------
          SIGNATURE

          Name: Laverne Styles
               -----------------------------------
                   (Please Print)

         Title, if any:
                       ---------------------------
                           (Please Print)

          ADDRESS:

          2200 Southwest Freeway
          ----------------------------------------
          Houston, TX 77098
          ----------------------------------------
          Attn:
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: ###-##-####


                                       20

<PAGE>   23
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. 16,870

          INVESTOR:

          /s/ James B. Hoover
          ----------------------------------------
          SIGNATURE

          Name: James B. Hoover
               -----------------------------------
                   (Please Print)

         Title, if any:
                       ---------------------------
                           (Please Print)

          ADDRESS:

          Ivy Hill
          ----------------------------------------
          Mill Neck, NY 11765
          ----------------------------------------
          Attn:
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: ###-##-####

                                       20
<PAGE>   24
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. 7,069

          INVESTOR:

          /s/ John H. Styles
          ----------------------------------------
          SIGNATURE

          Name: John H. Styles
               -----------------------------------
                   (Please Print)

         Title, if any:
                       ---------------------------
                           (Please Print)

          ADDRESS:

          2200 Southwest Freeway
          ----------------------------------------
          Houston, TX 77098
          ----------------------------------------
          Attn:
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: ###-##-####

                                       20

<PAGE>   25
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase.

          INVESTOR:

          American Healthcare Fund II
          By: Capita Health Venture Partners,
          its General Partner

          /s/ Dan Mitchell
          ----------------------------------------
          SIGNATURE

          Name: Dan Mitchell
               -----------------------------------
                   (Please Print)

         Title, if any: General Partner
                       ---------------------------
                           (Please Print)

          ADDRESS:

          c/o Sequel Venture Partner
          ----------------------------------------
          4430 Arapahoe Ave. #220, Boulder, CO 80303
          ----------------------------------------
          Attn: Dan Mitchell
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: ###-##-####


                                       20

<PAGE>   26
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. 10,286

          INVESTOR:

          /s/ M. G. Bodine
          ----------------------------------------
          SIGNATURE

          Name: M. G. Bodine
               -----------------------------------
                   (Please Print)

          Title, if any:
                       ---------------------------
                           (Please Print)

          ADDRESS:

          325 Molino Ave.
          ----------------------------------------
          Mill Valley, CA 94941
          ----------------------------------------
          Attn: Same
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: ###-##-####

                                       20
<PAGE>   27
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. SEE ATTACHED 16,667

          INVESTOR: Grove Investment Partners

          /s/ John K. Kerr
          ----------------------------------------
          SIGNATURE

          Name: John K. Kerr
               -----------------------------------
                   (Please Print)

          Title, if any:  General Partner
                       ---------------------------
                           (Please Print)

          ADDRESS:

          336 Essex Rd
          ----------------------------------------
          Kenilworth, IL 60043
          ----------------------------------------
          Attn:
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: 36-3622973

                                       20

<PAGE>   28
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. 18,379

          INVESTOR:

          /s/ Pearl M. Holforty
          ----------------------------------------
          SIGNATURE  Pearl M. Holforty

          Name: Liberty BIDCO Investor Corporation
               -----------------------------------
                   (Please Print)

         Title, if any:  President
                       ---------------------------
                           (Please Print)

          ADDRESS:

          30833 Northwestern Hwy., STE 211
          ----------------------------------------
          Farmington Hills, Michigan 48334
          ----------------------------------------
          Attn:
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: 38-2814007

                                       20
<PAGE>   29
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. 10,000 shares for $60,000.

          INVESTOR:

          /s/ J. Matthew Mackowski
          ----------------------------------------
          SIGNATURE

          Name: J. Matthew Mackowski
               -----------------------------------
                   (Please Print)

          Title, if any:
                        --------------------------
                           (Please Print)

          ADDRESS:

          Mackowski & Shepler
          ----------------------------------------
          343 Sansome Street, San Francisco, CA 94104
          ----------------------------------------
          Attn:
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: ###-##-####

                                       20
<PAGE>   30
SIGNATURE PAGE TO SERIES D PREFERRED

                            STOCK PURCHASE AGREEMENT

                             INVESTOR SIGNATURE PAGE

          Please indicate the number of Securities which you would like to
purchase. 6,000

          INVESTOR:

          /s/ Robert G. Shepler
          ----------------------------------------
          SIGNATURE

          Name: Robert G. Shepler
               -----------------------------------
                   (Please Print)

          Title, if any:
                        --------------------------
                           (Please Print)

          ADDRESS:

          343 Sansome St.
          ----------------------------------------
          San Francisco CA 94118
          ----------------------------------------
          Attn:
               -----------------------------------

          Tax ID No. or Social Security No.,
          as applicable: ###-##-####

                                       20
<PAGE>   31
                                                                       EXHIBIT A

                          Certificate of Incorporation
                                  See Attached.


<PAGE>   32


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                           OF GENOMIC SOLUTIONS INC.
                             A DELAWARE CORPORATION

     GENOMIC SOLUTIONS INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware, as amended, does hereby
certify:

     ONE: The corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on December 5, 1997.

     TWO: In accordance with the provisions of Section 241 of the General
Corporation Law of the State of Delaware, the Corporation has received no
payment for any of its stock.

     THREE: This Amended and Restated Certificate of Incorporation restates and
amends the provisions of the Certificate of Incorporation of this corporation
and has been duly adopted in accordance with Section 241 and Section 245 of the
General Corporation Law of the State of Delaware, as amended. This Amended and
Restated certificate of Incorporation shall become effective on the date of its
filing with the Secretary of State of the State of Delaware.

     FOUR: The text of the Certificate of Incorporation is hereby amended and
restated in its entirety as follows:


                                   ARTICLE I.

          The name of this corporation is Genomic Solutions Inc.

                                   ARTICLE II.

     The address of the registered office of the corporation in the State  of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the name of its registered agent at that
address is The Corporation Trust Company.

                                   ARTICLE III.

     The name and mailing address of the incorporator of the corporation is:
Sara M. Kruse, Jaffe, Raitt, Heuer & Weiss, Professional Corporation, One
Woodward Avenue, Suite 2400, Detroit, Michigan 48226.

                                   ARTICLE IV.

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, as amended.





<PAGE>   33



                                   ARTICLE V.

     A.   Classes of Stock. This corporation shall have authority to issue the
following classes of stock in the number of shares and at the par value
indicated below:

<TABLE>
<CAPTION>


     CLASS                  NUMBER OF SHARES AUTHORIZED     PAR VALUE PER SHARE
     -----                  ---------------------------     -------------------
     <S>                   <C>                              <C>
     Common Stock                   40,000,000                     $0.001
     Preferred Stock                10,000,000                     $0.001
</TABLE>

     B.   Preferred Stock. Preferred Stock may be issued from time to time in
one or more series in addition to those created pursuant to Section C of this
Article V. below. Subject to the other provisions of this Certificate of
Incorporation, the Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of and to issue shares of the
Preferred Stock in series, and by filing a certificate pursuant to the laws of
the State of Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and any qualifications, limitations
or restrictions thereof. Subject to compliance with the applicable protective
provisions listed in Section C.6 of this Article V. below, the Board of
Directors is also authorized to increase or decrease the number of shares of any
series (other than Series B Preferred Stock, Series C Preferred Stock and Series
M Preferred Stock, as provided below), prior or subsequent to the issuance of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series,

     C.   Rights, Preferences and Restrictions of Series B, Series C and Series
M Preferred Stock. Five Million Eight Hundred One Thousand Two Hundred
Nineteen (5,801,219) shares of the Preferred Stock authorized by this
Certificate of Incorporation shall be divided into three (3) series. The first
series of stock shall consist of One Million Six Hundred Eighty Thousand Eight
Hundred Eighty (1,680,880) shares and is designated "Series B Preferred Stock."
The second series of stock shall consist of Four Million Seventy Thousand Three
Hundred Thirty Nine (4,070,339) shares and is designated "Series C Preferred
Stock." The third series shall consist of Fifty Thousand (50,000) shares and is
designated "Series M Preferred Stock."  The rights, preferences, privileges and
restrictions granted to and imposed on the Series B Preferred Stock, the Series
C Preferred Stock and the Series M Preferred Stock are as set forth below in
this Article V.C.

     1.   Dividend Provisions. The holders of shares of Series B Preferred
Stock, Series C Preferred Stock and Series M Preferred Stock shall not be
entitled to receive any dividends.

     2.   Liquidation Preference.

          a. In the event of any liquidation, dissolution or winding up of
this corporation, either voluntary or involuntary, the holders of shares of
Series B Preferred Stock shall be entitled to receive, prior and in preference
to any distribution of any of the



                                       2

<PAGE>   34




         assets of this corporation available for distribution to the
         stockholders, to the holders of shares of Common Stock or any other
         class of capital stock ranking junior to the Series B Preferred Stock
         by reason of their ownership thereof, an amount per share equal to (i)
         $1.00 for each outstanding share of Series B Preferred Stock (the
         "Original Series B Issue Price"), as adjusted to reflect any share
         split, dividend, combination, reclassification or similar event
         involving the Series B Preferred Stock, plus (ii) an amount per share
         equal to eight percent (8%) of the Original Series B Issue Price, from
         the date of issuance to the date of distribution, compounded annually.
         The holders of shares of Series C Preferred Stock shall be entitled to
         receive, prior and in preference to any distribution of any of the
         assets of this corporation available for distribution to the
         stockholders, to the holders of shares of Common Stock or any other
         class of capital stock ranking junior to the Series C Preferred Stock
         by reason of their ownership thereof, an amount per share equal to (i)
         $1.75 for each outstanding share of Series C Preferred Stock (the
         "Original Series C Issue Price"), as adjusted to reflect any share
         split, dividend, combination, reclassification or similar event
         involving the Series C Preferred Stock, plus (ii) an amount per share
         equal to eight percent (8%) of the Original Series C Issue Price, from
         the date of issuance to the date of distribution, compounded annually.
         The holders of shares of Series M Preferred Stock shall be entitled to
         receive, prior and in preference to any distribution of any of the
         assets of this corporation available for distribution to the
         stockholders, to the holders of shares of Common Stock or any other
         class of capital stock ranking junior to the Series M Preferred Stock
         by reason of their ownership thereof, an amount per share equal to
         $6.00 for each outstanding share of Series M Preferred Stock (the
         "Original Series M Issue Price"), as adjusted to reflect any share
         split, dividend, combination, reclassification or similar event
         involving the Series M Preferred Stock. If upon the occurrence of such
         event, the assets and funds to be distributed hereunder among the
         holders of shares of the Series B Preferred Stock, Series C Preferred
         Stock and Series M Preferred Stock shall be insufficient to permit the
         payment to such holders of the full aforesaid preferential amounts,
         then the entire assets and funds of the corporation legally available
         for distribution shall be distributed ratably among the holders of
         shares of the Series B Preferred Stock, Series C Preferred Stock and
         Series M Preferred Stock in proportion to the preferential amount each
         such holder is entitled to receive pursuant to this Section C.2.a.

             b. After the completion of the distribution required by
         subparagraph (a) of this Section C.2 and any other distribution which
         may be required with respect to series of Preferred Stock which may
         from time to time come into existence, the assets of this corporation
         available for distribution to stockholders shall be distributed among
         the holders of shares of Common Stock pro rata based on the number of
         shares of Common Stock held by each.

             c. Whenever the distribution provided for in this Section C.2.
         shall be payable in property other than cash, the dollar amount of such
         distribution shall be the fair market value of such property at the
         time of distribution as determined in good faith by the Board of
         Directors.


                                       3

<PAGE>   35
             d. The Corporation shall mail written notice of any liquidation or
         dissolution or winding down not less than thirty days prior to the
         payment date stated therein to each record holder of shares of
         Preferred Stock. Any (i) acquisition of the corporation by means of
         merger or other form of corporate reorganization in which outstanding
         shares of the corporation are exchanged for securities or other
         consideration issued by the acquiring corporation or its subsidiary
         (other than a mere reincorporation transaction), (ii) sale, conveyance
         or disposition of all or substantially all of the assets of this
         corporation or (iii) the effectuation by the corporation of a
         transaction or series of related transactions in which more than 50% of
         the voting power of the corporation is disposed of (other than the
         Public Offering as defined herein) (clauses (i),(ii) and (iii) are
         referred to herein as a "Sale of the Corporation"), shall be deemed to
         be a liquidation, dissolution or winding up within the meaning of this
         Section C.2.

         3.   Conversion. The holders of the Series B Preferred Stock, Series C
Preferred Stock and Series M Preferred Stock shall have conversion rights as
follows (the "Conversion Rights"):

              a.  Right to Convert.

                  (i)   Each share of Series B Preferred Stock, Series C
         Preferred Stock and Series M Preferred Stock shall be convertible, at
         the option of the holder thereof, at any time after the date of
         issuance of such share, at the office of this corporation or any
         transfer agent for the Series B Preferred Stock, Series C Preferred
         Stock of Series M Preferred Stock, into such number of fully paid and
         nonassessable shares of Common Stock as determined by dividing the
         Original Series B Issue Price, Original Series C Issue Price or
         Original Series M Issue Price, as applicable, by the Conversion Price
         (defined below) at the time in effect for such share. The initial
         Conversion Price per share for shares of Series B Preferred Stock shall
         be thirty-three cents ($0.33). The initial Conversion Price per share
         for shares of Series C Preferred Stock shall be one dollar and seventy
         five cents ($1.75). The initial Conversion Price per share for shares
         of Series M Preferred Stock shall be one dollar and one hundred and
         eleven thousandths of a cent ($1.111). The Conversion Price for the
         Series B Preferred Stock, Series C Preferred Stock and the Series M
         Preferred Stock shall be subject to adjustment as set forth in Section
         C.3.c., Section C.3.d. and Section C.3.e.

                  (ii) Each share of Series B Preferred Stock, Series C
         Preferred Stock and Series M Preferred Stock shall automatically be
         converted into shares of Common Stock at the applicable Conversion
         Price at the time in effect for such Series B Preferred Stock, Series C
         Preferred Stock or Series M Preferred Stock, respectively, immediately
         concurrent with the consummation of the corporation's sale of its
         Common Stock in a firm commitment underwriting pursuant to a
         registration statement on Form S-1. Form SB-1, Form SB-2, or their then
         equivalents, filed under the Securities Act of 1933, as amended, and
         resulting in







                                       4
<PAGE>   36
                  an aggregate offering price to the public of at least
                  $20,000,000, and where the offering price to the public is not
                  less than $5.00 per share (the "Public Offering").

                  b.   Mechanics of Conversion. Any holder of shares of Series B
         Preferred Stock, Series C Preferred Stock or Series M Preferred Stock
         shall be entitled to convert the same into shares of Common Stock, by
         surrendering the certificate or certificates therefor, duly endorsed,
         at the office of this corporation or of any transfer agent for the
         Series B Preferred Stock, Series C Preferred Stock or Series M
         Preferred Stock, as applicable, and by giving written notice by mail,
         postage prepaid, to this corporation at its principle corporate office,
         of the election to convert the same and stating therein the name or
         names in which the certificate or certificates for shares of Common
         Stock are to be issued. This corporation shall, as soon as practicable
         thereafter, issue and deliver at such office to such holder of shares
         of Series B Preferred Stock, Series C Preferred Stock or Series M
         Preferred Stock, or to a nominee or nominees of such holder, a
         certificate or certificates for the number of shares of Common Stock to
         which such holder shall be entitled as aforesaid. Such conversion shall
         be deemed to have been made immediately prior to the close of business
         on the date of such surrender of the shares of Series B Preferred
         Stock, Series C Preferred Stock or Series M Preferred Stock to be
         converted, and the person or persons entitled to receive the shares of
         Common Stock issuable upon such conversion shall be treated for all
         purposes as the record holder or holders of such shares of Common Stock
         as of such date. If the conversion is in connection with an
         underwritten offering of securities registered pursuant to the
         Securities Act of 1933, as amended, other than in a Public Offering as
         set forth in Section C.3.a.(ii) above, the conversion may, at the
         option of any holder tendering Series B Preferred Stock, Series C
         Preferred Stock or Series M Preferred Stock for conversion, be
         conditioned upon the closing with the underwriter of the sale of
         securities pursuant to such offering, in which event the person(s)
         entitled to receive the Common Stock issuable upon such conversion of
         the Series B Preferred Stock, Series C Preferred Stock or Series M
         Preferred Stock shall not be deemed to have converted such stock until
         immediately prior to the closing of such sale of securities.

                  c.   Conversion Price Adjustment of Preferred Stock Upon
         Reorganization or Recapitalization.  If at any time or from time to
         time there shall be any capital reorganization or recapitalization of
         the Common Stock (including, without limitation, any stock split or
         stock dividend), provision shall be made so that the holders of shares
         of Series B Preferred Stock, Series C Preferred Stock and Series M
         Preferred Stock shall thereafter be entitled to receive upon conversion
         of the Series B Preferred Stock, Series C Preferred Stock or Series M
         Preferred Stock, as applicable, the number of shares of stock or other
         securities or property of the corporation or otherwise, to which a
         holder of Common Stock deliverable upon conversion would have been
         entitled on such recapitalization.  In any such case, appropriate
         adjustment shall be made in the application of the provisions of this
         Section C.3 with respect to the rights of the holders of the Series B
         Preferred Stock, Series C Preferred Stock and Series M Preferred Stock
         after the recapitalization to the end that the provisions of this
         Section C.3 (including adjustment of the Conversion Price then in
         effect and the number of shares which would





                                       5
<PAGE>   37





         be received upon conversion of the Series B Preferred Stock, Series C
         Preferred Stock and Series M Preferred Stock) shall be applicable after
         that event as nearly equivalent as may be practicable.  The provisions
         of this clause shall similarly apply to successive reorganizations,
         reclassifications, consolidations or mergers.

                  d.  Conversion Upon Sale of the Corporation. In the event of a
         Sale of the Corporation, as defined in Section C.2.d., the holders of
         Series B Preferred Stock, Series C Preferred Stock and Series M
         Preferred Stock, as applicable, shall concurrently with the
         consummation of such sale, have the right to convert shares of Series B
         Preferred Stock, Series C Preferred Stock and Series M Preferred Stock
         into the kind and amount of stock, securities or other consideration
         (including cash) as are issued upon such Sale of the Corporation to a
         holder of the number of shares of Common Stock into which such shares
         of Series B Preferred Stock,Series C Preferred Stock and Series M
         Preferred Stock could have been converted immediately prior to such
         merger, consolidation or sale. The corporation shall provide holders of
         Series B Preferred Stock, Series C Preferred Stock and Series M
         Preferred Stock with at least five business days prior written notice
         of any event referred to in this paragraph.


                  e.  Conversion Price Adjustment Upon Sale of Securities.
         Each Conversion Price shall be subject to adjustment from time to time
         as follows:

                      (i)  If the corporation shall at any time or from time to
                  time issue any shares of Common Stock, or securities
                  convertible into or exercisable for Common Stock (including
                  any shares of Common Stock deemed to have been issued pursuant
                  to subdivision (iv)(c) below) other than Excluded Stock (as
                  defined in clause (v) below) without consideration or for a
                  consideration per share less than the Conversion Price for the
                  Series B Preferred Stock, Series C Preferred Stock or Series M
                  Preferred Stock, as applicable, in effect immediately prior to
                  the issuance of such Common Stock then any Conversion Price
                  for the Series B Preferred Stock, Series C Preferred Stock or
                  Series M Preferred Stock that is greater than the
                  consideration per share of Common Stock or its equivalent
                  received in such issuance or sale shall forthwith be lowered
                  to be equal to the quotient obtained by dividing:

                           (a)  an amount equal to the sum of (x) the total
                       number of shares of Common Stock outstanding (including
                       any shares of Common Stock deemed to have been issued
                       pursuant to subdivision (iv)(c) below) immediately prior
                       to such issuance, multiplied by the applicable Conversion
                       Price for the Series B Preferred Stock, Series C
                       Preferred Stock or Series M Preferred Stock, as
                       applicable, in effect immediately prior to such issuance,
                       and (y) the consideration received by the corporation
                       upon such issuance; by

                           (b) the total number of shares of Common Stock
                       outstanding (including any shares of Common Stock deemed
                       to have been issued




                                       6

<PAGE>   38



                       pursuant to subdivision (iv)(c) below) immediately
                       after the issuance of such Common Stock.

                       For the purposes of any adjustment of any Conversion
                  Price for the Series B Preferred Stock, Series C Preferred
                  Stock or Series M Preferred Stock pursuant to this clause, the
                  following provisions shall be applicable:

                       (ii)  In the case of the issuance of Common Stock for
                  cash, the consideration shall be deemed to be the amount of
                  cash paid therefor after deducting therefrom any discounts,
                  commissions or other expenses allowed, paid or incurred by the
                  corporation for any underwriting or otherwise in connection
                  with the issuance and sale thereof.


                       (iii)  In the case of the issuance of Common Stock for a
                  consideration in whole or in part other than cash, the
                  consideration other than cash shall be deemed to be the fair
                  market value thereof as determined in good faith by the Board
                  of Directors of the corporation, irrespective of any
                  accounting treatment.



                       (iv)   In the case of the issuance of options to purchase
                  or rights to subscribe for Common Stock, securities by their
                  terms convertible into or exchangeable for Common Stock, or
                  options to purchase or rights to subscribe for such
                  convertible or exchangeable securities:

                              (a)   the aggregate maximum number of shares of
                       Common Stock deliverable upon exercise of such options
                       to purchase or rights to subscribe for Common Stock shall
                       be deemed to have been issued at the time such options or
                       rights were issued and for a consideration equal to the
                       consideration (determined in the manner provided in
                       subdivisions (ii) and (iii) above), if any, received by
                       the corporation upon the issuance of such options or
                       rights plus the minimum purchase price provided in such
                       options or rights for the Common Stock covered thereby;

                              (b)   the aggregate maximum number of shares of
                       Common Stock deliverable upon conversion of or in
                       exchange for any such convertible or exchangeable
                       securities or upon the exercise of options to purchase or
                       rights to subscribe for such convertible or exchangeable
                       securities and subsequent conversion or exchange thereof
                       shall be deemed to have been issued at the time such
                       securities, options, or rights were issued and for a
                       consideration equal to the consideration received by the
                       corporation for any such securities and related options
                       or rights (excluding any cash received on account of
                       accrued interest or accrued dividends), plus the
                       additional consideration, if any, to be received by the
                       corporation upon the conversion or exchange of such
                       securities or the exercise of any related options or
                       rights (the consideration in each case to be determined
                       in the manner provided in subdivisions (ii) and (iii)
                       above);







                                       7

<PAGE>   39
                              (c)   on any change in the number of shares or
                       exercise price of Common Stock deliverable upon exercise
                       of any such options or rights or conversions of or
                       exchange for such securities, other than a change
                       resulting from the antidilution provisions thereof, each
                       Conversion Price previously adjusted shall forthwith be
                       readjusted to such Conversion Price as would have been
                       obtained had the adjustment made upon the issuance of
                       such options, rights or securities not converted prior to
                       such change or options or rights related to such
                       securities not converted prior to such change been
                       made upon the basis of such change; and

                              (d) on the expiration of any such options or
                       rights, the termination of any such rights to convert or
                       exchange or the expiration of any options or rights
                       related to such convertible or exchangeable securities,
                       each Conversion Price previously adjusted shall forthwith
                       be readjusted to such Conversion Price as would have
                       obtained had the adjustment made upon the issuance of
                       such options, rights, securities or options or rights
                       related to such securities been made upon the basis of
                       the issuance of only the number of shares of Common Stock
                       actually issued upon the exercise of such options or
                       rights, upon the conversion or exchange of such
                       securities, or upon the exercise of the options or rights
                       related to such securities and subsequent conversion or
                       exchange thereof.

                       (v)    "Excluded Stock" means (1) shares of Common Stock
         issued by the corporation as a stock dividend or upon any subdivision,
         split-up or combination of shares of Common Stock; (2) shares of Common
         Stock issued by the corporation upon conversion of shares of Preferred
         Stock; or (3) securities that are or were declared to be "Excluded
         Stock" for purposes of this Section by the holders of 66 2/3% of the
         outstanding shares of Series B Preferred Stock, Series C Preferred
         Stock and Series M Preferred Stock, as applicable, each voting as a
         separate class and only with respect to the shares held by such class.

                       (vi)   All calculations made pursuant to Section C.3.c.,
         C.3.d. and C.3.e. shall be made to the nearest one hundredths (1/100)
         of one cent or the nearest one tenth (1/10) of a share, as the case
         may be.

                       (vii)  In any case in which the provisions of Sections
         C.3.c., C.3.d. and C.3.e., shall require that an adjustment shall
         become effective immediately after a record date of an event, the
         corporation may defer until the occurrence of such event (i) issuing to
         the holder of any share of Preferred Stock converted after such record
         date and before the occurrence of such event the shares of capital
         stock issuable upon such conversion by reason of the adjustment
         required by such event in addition to the shares of capital stock
         issuable upon such conversion before giving effect to such adjustments,
         and (ii) paying to such holder any amount in cash in lieu of a
         fractional share of capital stock pursuant to paragraph (e) above;







                                       8
<PAGE>   40





                       provided, however, that the corporation shall deliver to
                       such holder an appropriate instrument evidencing such
                       holder's right to receive such additional shares and such
                       cash.

                       (f)   No Impairment. This corporation will not, by
         amendment of its Certificate of Incorporation or through any
         reorganization, recapitalization, transfer of assets, consolidation,
         merger, dissolution, issue or sale of securities or any other voluntary
         action, avoid or seek to avoid the observance or performance of any of
         the terms to be observed or performed hereunder by this corporation,
         but will at all times in good faith assist in the carrying out of all
         the provisions of this Section C.3 and in the taking of all such action
         as may be necessary or appropriate in order to protect the Conversion
         Rights of the holder of shares of the Series B Preferred Stock, Series
         C Preferred Stock and Series M Preferred Stock against impairment.


                       (g)   No Fractional Shares and Certificate as to
                       Adjustments.

                             (i)    No fractional shares shall be issued upon
                       conversion of the Series B Preferred Stock, Series C
                       Preferred Stock or the Series M Preferred Stock. The
                       number of shares of Common Stock to be issued to each
                       holder of shares of Series B Preferred Stock, Series C
                       Preferred Stock and/or Series M Preferred Stock upon
                       conversion shall be computed on the basis of the
                       aggregate number of shares of Series B Preferred Stock,
                       Series C Preferred Stock or Series M Preferred Stock to
                       be converted. Instead of any fractional shares of Common
                       Stock which would otherwise be issuable upon conversion
                       of any shares of Series B Preferred Stock, Series C
                       Preferred Stock or Series M Preferred Stock, the
                       corporation shall pay a cash adjustment in respect of
                       such fractional interest in an amount equal to the
                       product of (i) the price of one share of Common Stock as
                       determined in good faith by the Board of Directors of the
                       corporation and (ii) such fractional interest. The
                       holders of fractional interests shall not be entitled to
                       any rights as stockholders of the corporation in respect
                       of such fractional interests.

                             (ii)   Upon the corporation's awareness of an event
                       that would cause an adjustment or readjustment of the
                       Conversion Price of Series B Preferred Stock, Series C
                       Preferred Stock or Series M Preferred Stock pursuant to
                       this Section C.3, this corporation, at its expense, shall
                       promptly compute such adjustment or readjustment in
                       accordance with the terms hereof and prepare and furnish
                       to each holder of shares of Series B Preferred Stock,
                       Series C Preferred Stock or Series M Preferred Stock, as
                       applicable, a certificate setting forth such adjustment
                       or readjustment and showing in detail the facts upon
                       which such adjustment or readjustment is based. This
                       corporation shall, upon the written request at any time
                       of any holder of shares of Series B Preferred Stock,
                       Series C Preferred Stock or Series M Preferred Stock,
                       furnish or cause to be furnished to such holder a like
                       certificate setting forth (A) such adjustment and
                       readjustment; (B) the Conversion Ratio at the time in
                       effect, and (C) a number of shares of Common Stock and
                       the value, if any, of other property which at the time
                       would be received upon the






                                       9

<PAGE>   41


                       conversion of a share of Series B Preferred Stock, Series
                       C Preferred Stock or Series M Preferred Stock, as
                       applicable.

                       h.  Notices of Record Date. In the event of any taking by
                this corporation of a record of the holders of any class of
                securities for the purpose of determining the holders thereof
                who are entitled to receive any dividend (other than a cash
                dividend) or other distribution, any right to subscribe for,
                purchase or otherwise acquire any shares of stock of any class
                or any other securities or property, or to receive any other
                right, this corporation shall mail to each holder of shares of
                Series B Preferred Stock, Series C Preferred Stock and Series M
                Preferred Stock, at least twenty (20) days prior to the date
                specified therein, a notice specifying the date on which any
                such record is to be taken for the purpose of such dividend,
                distribution or right, and the amount and character of such
                dividend, distribution or right.

                       i.  Reservation of Stock Issuable Upon Conversion. This
                corporation shall at all times reserve and keep available out of
                its authorized but unissued shares of Common Stock solely for
                the purpose of effecting the conversion of shares of the Series
                B Preferred Stock, Series C  Preferred Stock  and Series M
                Preferred Stock, such number of its shares of Common Stock as
                shall from time to time be sufficient to effect the  conversion
                of all  outstanding shares of the Series B Preferred Stock,
                Series C Preferred Stock  and Series M Preferred Stock; and if
                at any time the number of authorized but unissued shares of
                Common Stock shall not be sufficient to effect the conversion
                of all the outstanding shares of the Series B Preferred Stock,
                Series C Preferred Stock and Series M Preferred Stock, in
                addition to such other remedies as shall be available to the
                holder of such shares of Preferred Stock, this corporation will
                take such corporate action as may, in the opinion of its
                counsel, be necessary to increase its authorized but unissued
                shares of Common Stock to such number of shares as shall be
                sufficient for such purposes.


                       j.  Notices.  Any notice required by the provisions of
                this Section C.3 to be given to the holders of shares of Series
                B Preferred Stock, Series C Preferred Stock or Series M
                Preferred Stock shall be deemed given if deposited in the United
                States mail, postage prepaid, and addressed to each holder of
                record at his address appearing on the books of this
                corporation.


                4.    Mandatory Redemption. The shares of Series M Preferred
Stock  shall be subject to mandatory redemption as set forth below in this
Section C.4.

                       a.  Redemption Events.  Except as prohibited by
                applicable law and the corporation's then existing agreements
                with its lenders and provided the corporation has generated net
                income for its most recent quarterly interim period, the
                corporation shall redeem all outstanding shares of Series M
                Preferred Stock on May 7, 2002. The corporation  shall effect
                the redemption by paying in cash, out of any source of funds
                legally available therefor, an amount per share of Series M
                Preferred Stock equal to the Original Series M Issue Price (the
                "Redemption Price").




                                       10


<PAGE>   42


                       b.  Redemption Notice. At least thirty (30) but no more
                than sixty (60) days prior to the date fixed for redemption of
                the Series M Preferred Stock (the "Redemption Date"), the
                corporation shall mail, postage prepaid, written notice thereof
                (the "Redemption Notice"), to each holder of record (at the
                close of business on the business day next preceding the day on
                which notice is given) of shares of Series M Preferred Stock, at
                the address last shown on the records of the corporation for
                such holder or if no address appears or is given at the place
                where the principal executive office of the corporation is
                located, specifying the number of shares to be redeemed from
                such holder, the Redemption Date, the Redemption Price, the
                place at which payment may be obtained, and calling upon such
                holder to surrender to the corporation, in the manner and at the
                place designated, its certificate or certificates representing
                all of such holders shares of Series M Preferred Stock.

                       c.  Surrender of Certificate Payment. Except as
                prohibited by applicable law, on or before the Redemption Date,
                each holder of shares of Series M Preferred Stock to be redeemed
                on such Redemption Date shall surrender the certificate or
                certificates representing such shares to the corporation, in the
                manner and at the place designated in the Redemption Notice, and
                thereupon the Redemption Price for such shares shall be payable
                to the order of the person whose name appears an such
                certificate or certificates as the owner thereof, and each
                surrendered certificate shall be canceled and retired. In the
                event that, due to restrictions imposed by applicable law, fewer
                than all of the shares represented by such certificate are
                redeemed, a new certificate representing the unredeemed shares
                shall be issued forthwith.

                       d.   Rights Subsequent to Redemption. If the Redemption
                Notice shall have been duly given, and if on the Redemption Date
                the Redemption Price therefor is either paid or made available
                for payment through the deposit arrangement specified in
                subparagraph (e) below, then notwithstanding that the
                certificates evidencing any of the shares of Series M Preferred
                Stock so called for redemption shall not have been surrendered,
                all rights with respect to such shares shall forthwith terminate
                after such Redemption Date, except for the right of the holders
                to receive the Redemption Price without interest upon surrender
                of their certificate or certificates therefore, and such shares
                shall not thereafter be transferred on the book of the
                corporation or be deemed to be outstanding whatsoever. If the
                funds of the corporation legally available for redemption of
                shares of Series M Preferred Stock on the Redemption Date are
                insufficient to redeem the total number of shares of Series M
                Preferred Stock to be redeemed on such date, those funds which
                are legally available will be used to redeem the maximum
                possible number of such shares ratably among the holders of such
                shares to be redeemed based upon the number of shares of Series
                M Preferred Stock held by each of them. The shares of Series
                M Preferred Stock not redeemed shall remain outstanding and
                shall be entitled to all the rights and preferences provided
                herein. At any time thereafter when additional funds of the
                corporation are legally available for the redemption of shares
                of Series M Preferred Stock such funds will immediately be used
                to redeem the balance of the shares which the





                                       11

<PAGE>   43


                corporation has become obliged to redeem on the Redemption Date,
                but which it has not redeemed.

                       e. Deposit of Funds. On or prior to the Redemption Date,
                the corporation shall deposit in a trust fund with any bank or
                trust company having a capital and surplus of at least
                $100,000,000, a sum equal to the aggregate Redemption Price of
                all shares of Series M Preferred Stock, or a sum equal to the
                funds legally available pursuant to Section C.4.d above, with
                irrevocable instructions and authority to the bank or trust
                company to pay, on or after the Redemption Date, the Redemption
                Price to the respective holders upon the surrender of their
                stock certificates. The deposit shall constitute full payment of
                the shares to their holders; and from and after the Redemption
                Date the shares redeemed on the Redemption Date shall be deemed
                to be no longer outstanding, and the holders thereof shall cease
                to be stockholders with respect to such shares and shall have
                not rights with respect thereto except the rights to receive,
                from the bank or trust company; payment of the Redemption Price,
                without interest, upon surrender of their certificates therefor.
                Any funds so deposited and unclaimed at the end of one year from
                the Redemption Date shall be released or repaid to the
                corporation, after which the holders of shares called for
                redemption shall be entitled to receive payment of the
                Redemption Price only for the corporation.

                5.    Voting.

                       a.   Voting Rights of Series B and Series C Preferred
                Stock. The holder of each share of Series B Preferred Stock or
                Series C Preferred Stock shall have the right to one vote for
                each share of Common Stock into which such Series B Preferred
                Stock or Series C Preferred Stock could then be converted (with
                any fractional shares, determined on an aggregate conversion
                basis, being rounded to the nearest whole share), and with
                respect to such vote, such holder shall have full voting rights
                and powers equal to the voting rights and powers of holders
                of shares of Common Stock, and shall be entitled,
                notwithstanding any provision hereof, to notice of any
                stockholders' meeting in accordance with the bylaws of this
                corporation, and shall be entitled to vote (except as otherwise
                expressly provided herein or as required by law), together with
                holders of shares of Common Stock as a single class, with
                respect to any question upon which holders of shares of Common
                Stock have the right to vote. Election of directors need not be
                by written ballot, unless the bylaws of the corporation shall so
                provide.


                       b.  Right to Vote on the Sale of the Corporation. The
                corporation shall not effect a Sale of the Corporation, as
                defined in Section C.2.d of Article V, without first obtaining
                the written consent of the holders of 66 -2/3% of the shares of
                the Series B Preferred Stock, Series C Preferred Stock (both
                treated as if fully converted to common stock) and the common
                stock issued upon conversion of the Series B and Series C
                Preferred Stock, all voting together as a single class.





                                       12





<PAGE>   44

               c.   Voting Rights of the Series M Preferred Stock. Except as
          required by law, the holders of Series M Preferred Stock shall have no
          voting rights.

          6.   Protective Provisions.

               a. Subject to the rights of series of Preferred Stock which may
          from time to time come into existence, so long as shares of Series B
          Preferred Stock are outstanding, this corporation shall not without
          first obtaining the approval (by vote or written consent, as provided
          by law) of holders of a majority of the then outstanding shares of
          Series B Preferred Stock:

                    (i) alter or change the rights, preferences or privileges of
               the shares of Series B Preferred Stock, in a manner that
               adversely affects the holders of shares of the Series B Preferred
               Stock; or

                    (ii) increase the authorized number of shares of Series B
               Preferred Stock or Series C Preferred Stock.

               b.   Subject to the rights of series of Preferred Stock which may
          from time to time come into existence, so long as shares of Series M
          Preferred Stock are outstanding, this corporation shall not without
          first obtaining the approval (by vote or written consent, as provided
          by law) of the holders of a majority of the outstanding shares of
          Series M Preferred Stock:

                    (i) alter or change the rights, preferences or privileges of
               the shares of Series M Preferred Stock, in a manner that
               adversely affect the holders of shares of the Series M Preferred
               Stock; or

                    (ii) increase the authorized number of shares of Series M
               Preferred Stock.

               c. Subject to the rights of series of Preferred Stock which may
          from time to time come into existence, so long as shares of Series C
          Preferred Stock are outstanding, this corporation shall not without
          first obtaining the approval (by vote or written consent, as provided
          by law) of holders of a majority of the then outstanding shares of
          Series C Preferred Stock:

                    (i) alter or change the rights, preferences or privileges of
               the shares of Series C Preferred Stock, in a manner that
               adversely affects the holders of shares of the Series C
               Preferred Stock; or

                    (ii) increase the authorized number of shares of Series C
               Preferred Stock or Series B Preferred Stock.

                                       13

<PAGE>   45

          7. Status of Converted Stock. In the event any shares of Series B
     Preferred Stock, Series C Preferred or Series M Preferred Stock shall be
     converted pursuant to Section C.3 of this Article V., the shares so
     converted shall be canceled and shall not be issuable by the
     corporation. This Certificate of Incorporation shall be appropriately
     amended to effect the corresponding reduction in the corporation's
     authorized capital stock.

          8. Status of Redeemed Stock. In the event any shares of Series M
     Preferred Stock shall be redeemed pursuant to Section C.4 of this Article
     V., the shares so redeemed shall be canceled and shall not be issuable by
     the corporation. This Certificate of Incorporation shall be appropriately
     amended to effect the corresponding reduction in the corporation's
     authorized capital stock.

          D. Common Stock.

          1. Dividend Rights. Subject to the rights of holders of shares of
     all classes of stock at the time outstanding having prior rights as to
     dividends, the holders of the Common Stock shall be entitled to
     receive, when, as and if declared by the Board of Directors, out of any
     assets of the corporation legally available therefor, such dividends, if
     any, as may be declared from time to time by the Board of Directors.

          2. Liquidation Rights. Upon the liquidation, dissolution or winding
     up of the corporation, the assets of the corporation shall be distributed
     as provided in Section C.2 of this Article V.

          3. Voting Rights. Each holder of a share of Common Stock shall have
     the right to one vote per share, and shall be entitled to notice of any
     stockholders' meetings in accordance with the bylaws of this
     corporation, and shall be entitled to vote upon such matters in such manner
     as may be provided by law.

          4. Redemption. The Common Stock is not redeemable.


                                   ARTICLE VI.

          The business and affairs of the corporation shall be managed by or
     under the direction of a board of directors consisting of not less than
     three (3) nor more than nine (9) directors, provided, however, that the
     corporation may have only one director until the effective date of the
     merger contemplated between the corporation and B.L Systems Corporation, a
     Delaware corporation. The exact number shall be determined from time to
     time by resolution adopted by the affirmative vote of a majority of the
     directors in office at the time of adoption of such resolution. The
     directors shall be divided into three classes, Class I, Class II and Class
     III. The initial term of office of the Class I, Class II and Class III
     directors shall expire at the annual meeting of stockholders in 1998, 1999
     and 2000, respectively. The number of directors shall be apportioned among
     the classes by the Board of Directors so as to maintain the number of
     directors in each class as nearly equal as possible, and any additional
     director of any class elected to fill a vacancy resulting from an increase
     in such class shall hold office for a term that shall

                                       14

<PAGE>   46


     coincide with the remaining term of that class. Beginning in 1998, at each
     annual meeting of stockholders, successors to the class of directors whose
     term expires at that annual meeting shall be elected for a three-year term.
     In no case will a decrease in the number of directors shorten the term of
     any incumbent director even though such decrease may result in an
     inequality of the classes until the expiration of such term. A director
     shall hold office until the annual meeting of the year in which his or her
     term expires and until his or her successor shall be elected and shall
     qualify, subject, however, to prior death, resignation, retirement or
     removal from office. Any director may be removed with or without cause, but
     only by the affirmative vote of the holders of not less than a majority of
     the outstanding capital stock of the corporation entitled to vote generally
     in the election of directors voting together as a single class. Except as
     required by law or the provisions of this Certificate of Incorporation,
     all vacancies on the Board of Directors and newly created directorships
     shall be filled by the Board of Directors. Any director elected to fill a
     vacancy not resulting from an increase in the number of directors shall
     have the same remaining term as that of his or her predecessor.

                                  ARTICLE VII.

          A. Indemnification of Officers and Directors. The corporation shall:

          1. indemnify, to the fullest extent permitted by the General
     Corporation Law of the State of Delaware, as amended, any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the corporation) by reason of the fact that such person is or was a
     director or officer of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, employee benefit plan, trust or
     other enterprise, or if such person has previously been designated for
     indemnification by the resolution of the Board of Directors, in employee or
     agent of the Corporation, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred by such person in connection with such action, suit or proceeding
     if such person acted in good faith and in a manner such person reasonably
     believed to be in or not opposed to be best interests of the corporation,
     and, with respect to any criminal action or proceeding, had no reasonable
     cause to believe such person's conduct was unlawful. The termination of any
     action, suit, or proceeding by judgment, order, conviction or upon a plea
     of nolo contendre or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in a manner which
     such person reasonably believed to be in or not opposed to the best
     interests of the corporation, and with respect to any criminal action or
     proceeding, had reasonable cause to believe that such person's conduct was
     unlawful; and

          2. indemnify any person who was or is a party or is threatened to be
     made a party to any threatened, pending or completed action or suit by or
     in the right of the corporation to procure a judgment in its favor by
     reason of the fact that such person is or was a director or officer of the
     corporation, or is or was serving at the request of the corporation as a
     director, officer, employee or agent of another corporation, joint
     venture, employee benefit plan, trust or other enterprise, or if such
     person has previously been designated for indemnification by the


                                       15
<PAGE>   47
     resolution of the Board of Directors, an employee or agent of the
     corporation, against expenses (including attorneys' fees) actually and
     reasonably incurred by such person in connection with the defense or
     settlement of such action or suit if such person acted in good faith and
     in a manner such person reasonably believed to be in or not opposed to the
     best interests of the corporation and except that no indemnification shall
     be made in respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation unless and only
     to the extent that the Delaware Court of Chancery or the court in which
     such action or suit was brought shall determine upon application that,
     despite the adjudication of liability but in view of all the circumstances
     of the case, such person is fairly and reasonably entitled to indemnity for
     such expenses which the Court of Chancery or such other court shall deem
     proper; and

          3. indemnify any director or officer, or, if such person has
     previously been designated for indemnification by the resolution of the
     Board of Directors, an employee or agent of the corporation, against
     expenses (including attorneys' fees) actually and reasonably incurred by
     such person in connection therewith, to the extent that such director,
     officer, employee or agent of the corporation has been successful on the
     merits or otherwise in defense of any action, suit or proceeding referred
     to in Article VII.A.1 and 2, or in defense of any claim, issue or matter
     therein; and

          4. make any indemnification under Article VIIA.1 and 2 (unless ordered
     by a court) only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or agent is proper
     in the circumstances because such director, officer, employee or agent has
     met the applicable standard of conduct set forth in Article VII.A.1 and 2.
     Such determination shall be made (1) by the Board of Directors by a
     majority vote of a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (2) if such a quorum is not obtainable,
     or, even if obtainable a quorum of disinterested directors so directs, by
     independent legal counsel in a write opinion, or (3) by the stockholders of
     the corporation; and

          5. pay expenses incurred by a director or officer in defending a civil
     or criminal action, suit or proceeding in advance of the final disposition
     of such action, suit or proceeding upon receipt of an undertaking by or on
     behalf of such director or officer to repay such amount if it shall
     ultimately be determined that such director or officer is not entitled to
     be indemnified by the corporation as authorized in Article VII.
     Notwithstanding the foregoing, the corporation shall not be obligated to
     pay expenses incurred by a director or officer with respect to any
     threatened, pending, or completed claim, suit or action, whether civil,
     criminal, administrative, investigative or otherwise ("Proceedings")
     initiated or brought voluntarily by a director or officer and not by way
     of defense (other than proceedings brought to establish or enforce a right
     to indemnification under the provision of this Article VII. unless a court
     of competent jurisdiction determines that each of the material assertions
     made by the director or officer in such proceeding were not made in good
     faith or were frivolous). The corporation shall not be obligated to
     indemnify the director or officer for any amount paid in settlement of a
     proceeding covered hereby without prior written consent of the corporation
     to such settlement; and

          6. not deem the indemnification and advancement of expenses granted
     pursuant to the other subsections of this Article VII. exclusive of any
     other rights to which those seeking

                                       16
<PAGE>   48

     indemnification or advancement of expenses may be entitled under any bylaw,
     agreement, vote of stockholders or disinterested directors or otherwise,
     both as to action in which director's or officer's official capacity and as
     to action in another capacity while holding such office; and

          7. have the right, authority and power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of its corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, employee benefit plan, trust or
     other enterprise, against any liability asserted against such person and
     incurred by such person in any such capacity, or arising out of such
     person's status as such, whether or not the corporation would have the
     power to indemnify such person against such liability under the provisions
     of this Article VII.; and

          8. deem the provisions of this Article VII. to be a contract between
     the corporation and each director and officer, or appropriately designated
     employee or agent who serves in such capacity at any time while this
     Article VII. is in effect, and any repeal or modification of this Article
     VII. shall not affect any rights or obligations then existing with respect
     to any state of facts then or theretofore existing or any action, suit or
     proceeding theretofore or thereafter brought or threatened based in whole
     or in part upon such state of facts; and

          9. continue the indemnification and advancement of expenses provided
     by, or granted pursuant to, this Article VII. unless otherwise provided
     when authorized or ratified, as to a person who has ceased to be a
     director, officer, employee or agent of the corporation and such rights
     shall inure to the benefit of the heirs, executors and administrators of
     such a person.

          B. Elimination of Certain Liability of Directors. A director of the
     corporation shall not be personally liable to the corporation or its
     stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (i) for any breach of the director's duty of
     loyalty to the corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involve intentional misconduct or a knowing
     violation of law, (iii) under Section 174 of the General Corporation Law
     of the State of Delaware, as the same exists or hereafter may be amended,
     or (iv) for any transaction from which the director derived an improper
     personal benefit. If the General Corporation Law of the State of Delaware
     is amended to authorize corporate action further eliminating or limiting
     the personal liability of directors, then the liability of a director of
     the corporation, in addition to the limitation on personal liability
     provided herein, shall be eliminated or limited to the fullest extent
     permitted by the General Corporation Law of the State of Delaware, as so
     amended. Any repeal or modification of this Article VII. by the
     stockholders of the corporation shall be prospective only, and shall not
     adversely affect any limitation on other personal liability of a director
     of the corporation existing at the time of such repeal or modification.

                                   ARTICLE VIII.

          Meetings of stockholders may be held within or without the State of
     Delaware as the bylaws may provide. The books of the corporation may be
     kept outside the State of Delaware at such place or places as may be
     designated from time to time by the Board of Directors or in the

                                       17

<PAGE>   49


     bylaws of the corporation. Election of directors need not be by written
     ballot unless the bylaws of the corporation so provide

                                  ARTICLE IX.

          No stockholder of the corporation shall by reason of holding shares of
     any class of stock have any cumulative voting right.

                                    ARTICLE X.

          The Board of Directors may from time to time make, amend, supplement
     or repeal the corporation's bylaws; provided, however, that the
     stockholders may change or repeal any bylaw adopted by the Board of
     Directors; and provided, further, that no amendment or supplement to the
     bylaws adopted by the Board of Directors shall vary or conflict with any
     amendment or supplement adopted by the stockholders.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
     Incorporation of Genomic Solutions Inc. on December 24, 1997.


                                               /s/ Jeffrey S. Williams
                                             ---------------------------------
                                             Jeffrey S. Williams, President and
                                             Chief Executive Officer

                                       18
<PAGE>   50



                                                                          PAGE 1

                               State of Delaware

                        Office of the Secretary of State

                          -----------------------------

          I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
     HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
     OF AMENDMENT OF "GENOMIC SOLUTIONS INC.", FILED IN THIS OFFICE ON THE
     TWENTY-SECOND DAY OF MAY, A.D. 1998, AT 9:18 O'CLOCK A.M.


















                                             /s/ Edward J. Freel
                                 [SEAL]      -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION:       9099013
                                                       DATE:      05-26-98
     2817427 8100

     981199089
<PAGE>   51


                            CERTIFICATE OF AMENDMENT
                                       OF
              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

          GENOMIC SOLUTIONS INC., a corporation organized and existing under and
     by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, by the
     unanimous written consent of its members, filed with the minutes of the
     Board, adopted a resolution proposing and declaring advisable the following
     amendment to the Amended and Restated Certificate of Incorporation of said
     corporation:

          RESOLVED, that the Amended and Restated Certificate of Incorporation
          of GENOMIC SOLUTIONS INC. be amended by deleting Section 3(a)(ii) in
          its entirety and replacing it with the following Section 3(a)(ii):

               "Each share of Series B Preferred Stock, Series C Preferred Stock
               and Series M Preferred Stock shall automatically be converted
               into shares of Common Stock at the applicable Conversion Price at
               the time in effect for such Series B Preferred Stock, Series C
               Preferred Stock or Series M Preferred Stock, respectively,
               immediately concurrent with the consummation of the corporation's
               sale of its Common Stock in a firm commitment underwriting
               pursuant to a registration statement on Form S-1, Form SB-1, Form



                                      -1-

<PAGE>   52




               SB-2, or their then equivalents, filed under the Securities Act
               of 1933, as amended, and resulting in an aggregate offering price
               to the public of at least $20,000,000, and where the offering
               price to the public is not less than $8.00 per share (the
               "Public Offering")."

          SECOND: That in lieu of a meeting and vote of stockholders, the
     stockholders have given written consent to said amendment in accordance
     with the provisions of Section 228 of the General Corporation Law of the
     State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance
     with the applicable provisions of Sections 242 and 228 of the General
     Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said GENOMIC SOLUTIONS INC. has caused this
     certificate to be signed by Jeffrey S. Williams, its President and Chief
     Executive Officer, this 21st day of May, 1998.

                                                 GENOMIC SOLUTIONS INC.

                                              By: /s/ Jeffrey S. Williams
                                                 -------------------------------
                                                   Jeffrey S. Williams
                                              Its: President and
                                                   Chief Executive Officer



                                      -2-


<PAGE>   53


                                                                       EXHIBIT B

                       Statement of Investor Suitability

                                  See Attached.

<PAGE>   54




                             GENOMIC SOLUTIONS INC.

                 CONFIDENTIAL STATEMENT OF INVESTOR SUITABILITY

          In order to comply with the requirements of federal and state
     securities laws, securities of the Company may be sold only to persons or
     entities meeting the suitability standards established by Genomic
     Solutions Inc. (the "Company").

          The purpose of this Confidential Statement of Investor Suitability
     (this "Statement") is to obtain information from each prospective investor
     relating to the investor's knowledge and experience in financial and
     business matters and to the investor's ability to bear the economic risks
     of the proposed investment. Such information is required in order to
     determine whether or not the suitability standards have been met by the
     prospective investor. Please answer questions concerning prior business and
     financial experience and investment decision-making in detail.


          By signing this Statement you agree that it may be shown to such
     authorized persons as the Company may deem appropriate to establish that
     the offer and/or sale of this investment in the Company will not result in
     any violation of any laws or regulations of any jurisdiction.

          A separate Statement must be contemplated for each co-owner of
     securities, except that spouses may complete a joint Statement.

          You make the following representations with the intent that they may
     be relied upon by the Company and other persons designated by the Company.

                 (Please Print or Type. Attach additional sheets
                   if necessary to answer fully any question.)

I. BIOGRAPHICAL INFORMATION (If Joint Subscriber, provide information for both.)

 A. Name of Investor(s):                                   Birthdate or Date of
                        ------------------------------     Formation:

------------------------------------------------------
                       (Print)

          Name of Investor(s):                             Birthdate or Date of
                              ------------------------     Formation:

------------------------------------------------------

                                     (Print)

B. State of Residency:

--------------------------------------------------------------------
C. Employer or business association and position:

--------------------------------------------------------------------

D. Business address and telephone no.:

--------------------------------------------------------------------

--------------------------------------------------------------------

<PAGE>   55




E. Business and/or professional education and degrees:


    School           Location             Degree             Year Rec'd
    ------           --------             ------             ----------

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

F. Employment during the past five years:


   Employer or other association  Position, nature of responsibility   From   To
   -----------------------------  ----------------------------------   ----   --

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


II. ACCREDITED INVESTOR STATUS

Please check or initial all that apply:

_____the investor is a natural person whose net worth, or joint net worth with
spouse, at the time of purchase, exceeds $1,000,000 (including the value of
home, home furnishings and automobiles).

_____the investor is a natural person whose individual gross income (excluding
that of spouse) exceeded $200,000 in the last two calendar years, and who
reasonably expects individual gross income exceeding $200,000 in the current
calendar year; or for such periods, the combined income of the investor with
spouse exceeded and is expected to exceed $300,000.

_____the investor is a trust, and the grantor

        (i) has the power to revoke the trust at any time and regain title to
            the trust assets; and

       (ii) has an individual (or, together with his spouse a joint) net worth
            in excess of $1,000,000, or had and expects to have a gross income
            (not including spouse's income) for the last two years and the
            current year in excess of $200,000, or for such periods, had and
            expects to have all gross income including that of a spouse in
            excess of $300,000.

_____the investor (or beneficiary if IRA or pension money is invested) is an
executive officer of the Company.

_____the investor is a corporation, partnership, or Massachusetts or similar
business trust, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.

_____the investor is otherwise an accredited investor as follows (if
applicable, please review Schedule 4.3 of the Series C Preferred Stock Purchase
Agreement and describe qualification for accredited status):

________________________________________________________________________________

________________________________________________________________________________



                                       2

<PAGE>   56




III. PRIOR INVESTMENT EXPERIENCE OF INVESTOR

A. Indicate by check mark which of the following categories best describes the
extent of your prior experience in the areas of investment listed below:

       More Than 5         2 to 5 years       1 year            No
      yrs Experience        Experience       Experience      Experience
________________________________________________________________________________

Corporate Stocks   _____________________________________________________________
Corporate Bonds    _____________________________________________________________
Real Estate        _____________________________________________________________
Limited
Partnerships       _____________________________________________________________
Stock in Privately
Held Companies     _____________________________________________________________

B. Do you make your own investment decisions with respect to the investments
listed above?

                           Yes____________  No_____________


C. What are the principal sources of your investment knowledge or advice? (check
all that apply)

__First hand experience                        __Financial publications
__Broker(s)                                    __Investment Adviser(s)
__Attorney(s)                                  __Accountant(s)


D. Please briefly describe any additional investment experience in business
ventures, experience with the Company or any other investment experience which
would indicate your ability to evaluate an investment in this business venture.


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

IV. OTHER MATTERS

1. Do any significant contingent liabilities exist for which you may be
obligated?

        Yes____________  No_____________

        If yes, please indicate type and amount:


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

2. Are you involved in any litigation which if an adverse decision occurred
would affect your financial condition adversely?

Yes____________  No_____________  If yes, provide details:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                       3

<PAGE>   57




3. Is this a suitable and appropriate investment for you?

       Yes____________  No_____________

V. SIGNATURE PAGE

The signature pages for this document are located on pages 5 (for individuals)
and 6 (for non-individuals).

                                        4
<PAGE>   58
                                                     [TO BE COMPLETED AND SIGNED
                                                    BY ALL INDIVIDUAL INVESTORS]

                                 SIGNATURE PAGE
                                (FOR INDIVIDUALS)

     This page constitutes the signature page for INDIVIDUALS for the
Confidential Statement of Investor Suitability. Execution of this Signature Page
constitutes execution of such document.

     IN WITNESS WHEREOF, the undersigned has executed the Confidential Statement
of Investor Suitability this             day of               , 1998.


______________________________                __________________________________
Signature of Investor                         Signature of Spouse
                                              (or Joint Investor, if any)
______________________________                __________________________________
Print Name of Investor                        Print Name of Spouse
                                              (or Joint Investor, if any)
______________________________                __________________________________
Social Security Number                        Social Security Number of Spouse
                                              (or Joint Investor, if any)

Address:______________________                Address:__________________________
______________________________                __________________________________
______________________________                __________________________________
______________________________                __________________________________
______________________________                __________________________________
______________________________                __________________________________
______________________________                __________________________________


                                       5

<PAGE>   59




                                              [TO BE COMPLETED AND SIGNED BY ALL
                                             INVESTORS THAT ARE NOT INDIVIDUALS]

                                 SIGNATURE PAGE
                              (FOR NON-INDIVIDUALS)

     This page constitutes the signature page for the Investors that are NOT
INDIVIDUALS Confidential Statement of Investor Suitability. Execution of this
Signature Page constitutes execution of such document.

     IN WITNESS WHEREOF, the undersigned has executed the Confidential Statement
of Investor Suitability this               day of               ,1998

_________________________________________       Address:________________________
Print Name of Entity                            ________________________________
                                                ________________________________
                                                ________________________________
                                                ________________________________

                                                ________________________________
Describe Entity (i.e., corporation, trust,      Tax Identification Number
LLC partnership, etc.)

By:______________________________________       ________________________________
         Name:___________________________       State of Organization
         Title:__________________________


                                       6


<PAGE>   60




                                  SCHEDULE 4.3

                        Definition of Accredited Investor

(1) Any bank as defined in Section 3(a)(2) of the Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity; any broker dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934; any
insurance company as defined in Section 2(13) of the Act; any investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in Section 2(a)(48) of that Act; any Small Business
Investment Company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions, for the benefit of
its employees, if such plan has total assets in excess of $5,000,000; any
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000, or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors;

(2) Any private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940;

(3) Any organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;

(4) Any director or executive officer of the Company;

(5) Any trust with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the
Act;

(6) Any natural person whose individual net worth, or joint net worth with that
person's spouse, at the time of purchase of the Series C Shares exceeds
$1,000,000;

(7) Any natural person who had an individual income in excess of $200,000 in
each of the two most recent years or joint income with that person's spouse in
excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same level in the current year; or


(8) Any entity in which all of the equity owners are accredited investors.



<PAGE>   61


                                   SCHEDULE I

                                   INVESTORS







<TABLE>
<CAPTION>
                                                                                      SHARES OF         DOLLAR
                                                                                       SERIES D          VALUE
  CERTIFICATE                                                                         PREFERRED        PREFERRED
    NUMBER           NAME AND ADDRESS                                                  STOCK             STOCK
    ------           ----------------                                                  -----             -----
   <S>          <C>                                                                 <C>              <C>
      D 1        Chase Capital Partners                                                 987,488       $5,924,928
                 380 Madison Avenue. 12th Floor
                 New York, New York 10017
      D 2        American Healthcare Fund 11                                             25,000        $ 150,000
                 Capital Health Venture Partners
                 4430 Arapahoe Ave., Suite 220
                 Boulder, CO 80303
      D 3        J. Matthew Mackowski                                                    10,000         $ 60,000
                 343 Sansome Street, Suite 1215
                 San Francisco, CA 94104
      D 4        Robert G. Shepler                                                        4,000         $ 24,000
                 343 Sansome Street, Suite 1215
                 San Francisco, CA 94104
      D 5        Liberty BIDCO Investment Corp.                                          18,379        $ 110,274
                 30833 Northwestern Highway, Suite 211
                 Farmington Hills, MI 48334 - 2582
      D 6        James B. Hoover                                                         16,870        $ 101,220
                 Ivy Hill - Cleft Road
                 Mill Neck, NY 11765
      D 7        Grove Investment Partners                                               16,667        $ 100,002
                 336 Essex Road
                 Kenilworth, IL 60043
      D 8        Murray G. Bodine                                                        10,286          $61,716
                 C/o Van Kasper & Company
                 600 California Street, 17th Floor
                 San Francisco, CA 94108
      D 9        John Styles                                                              7,069          $42,414
                 2200 Southwest Fwy.
                 Houston, TX 77098
     D 10        Laverne Styles                                                           4,241          $25,446
                 2200 Southwest Fwy.
                 Houston, TX 77098
                 Total                                                                1,100,000       $6,600,000
</TABLE>






<PAGE>   62



                                  Schedule 3.7

                       See attached list of shareholders.

            - Series B Convertible Preferred shareholders.
            - Series C Convertible Preferred shareholders.
            - Series M Convertible Preferred shareholders.
            - Common Stock shareholders.
            - Employee Stock Options.
            - Non-Employee Stock Options.
<PAGE>   63


 GENOMIC SOLUTIONS INC. (FORMERLY B.I. SYSTEMS CORP.) STOCK REGISTER
 SERIES B PREFERRED STOCK
<TABLE>
<CAPTION>
                                                                                                                  On An As Converted
                                                                                     Date of           Reissued    Basis to Common
Cert. No.  Holder                    Contact                   Issue     Shares  Original Issuance      as GSI      Stock 3.03030
---------  ----------------   ---------------------------    ----------  ------  -----------------     --------   ------------------
<S>       <C>                <C>                            <C>         <C>     <C>                   <C>        <C>
                              John J. Cirigliano
                              Corporate Capital Partners
                              260 Sheridan Avenue, Ste.      Series B
           Corporate          416                            Preferred
     B1    Capital Partners   Palo Alto, CA 94306-2011         Stock     24,007     10-Jun-97          24-Dec-97        72,748

                              David Given                    Series B
                              19115 Shaker Boulevard         Preferred
     B2    David Given        Shaker Heights, OH 44122         Stock     24,007     1O-Jun-97          24-Dec-97        72,748

                              Mary Jane Hilker
                              Liberty BIDCO Investments
                              30833 N.western Hwy, Ste
           Liberty BIDCO      211                            Series B
           Investment         Farmington Hills, MI 48334-    Preferred
     B3    Corp.              2582                             Stock     52,016     10-Jun-97          24-Dec-97       157,624

                              James B. Hoover                Series B
           James B.           Ivy Hill - Cleft Road          Preferred
     B4    Hoover             Mill Nock, NY 11765              Stock     20,000     10-Jun-97          24-Dec-97        60,606

           Grove              John Kerr                      Series B
           Investment         336 Essex Road                 Preferred
     B5    Partners           Kenilworth, IL 60043             Stock     24,007     10-Jun-97          24-Dec-97        72,748

                              John J. Mackowski
                              1506 Birkdale Lane             Series B
           John J.            Ponte Vedra Beach, FL          Preferred
     B6    Mackowski          32082                            Stock     24,007     1O-Jun-97          24-Dec-97        72,748

                              Dan Mitchell
                              Capital Health Venture
                              Partners
           American           20 N.Wacker Drive, Ste         Series B
           Healthcare         2200                           Preferred
     B7    Fund II            Chicago, IL 60606                Stock    400,353     10-Jun-97          24-Dec-97     1,213,191

                              John Styles                    Series B
                              2200 Southwest Fwy             Preferred
     B8    John Styles        Houston, TX 77098                Stock     20,006     10-Jun-97          24-Dec-97        60,624

                              Laverne Styles                 Series B
                              2200 Southwest Fwy             Preferred
     B9    Laverne Styles     Houston, TX 77098                Stock     12,004     10-Jun-97          24-Dec-97        36,376
---------  ----------------   ---------------------------    ----------  ------  -----------------     --------   ------------------

</TABLE>


<PAGE>   64


 GENOMIC SOLUTIONS INC. (FORMERLY B.I. SYSTEMS CORP.) STOCK REGISTER
 SERIES B PREFERRED STOCK
<TABLE>
<CAPTION>
                                                                                                                 On An As Converted
                                                                                                                   Basis to Common
                                                                                   Date of         Reissued             Stock
Cert. No.    Holder            Contact                  Issue      Shares     Original Issuance     as GSI             3.03030
---------  ----------    ------------------------     ---------   --------    -----------------    --------      ------------------
<S>       <C>           <C>                          <C>         <C>         <C>                  <C>           <C>
                         J. Matthew Mackowski
                         343 Sansome Street, Ste      Series B
           J. Matthew    1215                         Preferred
     B10   Mackowski     San Francisco, CA 94104        Stock     526,336       10-Jun-97          24-Dec-97      1,594,958

                         Robert G. Shepler
                         343 Sansome Street, Ste      Series B
           Robert G.     1215                         Preferred
     Bl1   Shepler       San Francisco, CA 94104        Stock     159,969       10-Jun-97          24-Dec-97        484,755

                         Larry J. Kent
                         Kent & Kent
                         1265 Drummers Lane,          Series B
           Lawrence J.   Suite 208                    Preferred
     B12   Kent          Wayne PA 19087                 Stock     300,000       10-Jun-97          24-Dec-97        909,091

                         Robert G. Shepler            Series B
           Robert G.     343 Sansome Street 1215      Preferred
     B13   Shepler       San Francisco, CA 94104        Stock      20,161       25-Jun-97          24-Dec-97         61,094

                         Ian R.N. Bund
                         White Pines Capital
                         2401 Plymouth Rd. Ste 6      Series B
           Ian R. N.     Ann Arbor, MI 48105          Preferred
     B14   Bund          94104                          Stock      50,000       4-Aug-97           24-Dec-97        151,515

                         Murray G. Bodine
                         Hoefer Amet                  Series B
           Murray G.     353 Sacramento, 10th Fl.     Preferred
     B15   Bodine        San Francisco CA 94111         Stock      24,007       4-Aug-97           24-Dec-97         72,748
---------  ----------    ------------------------     ---------   --------    -----------------    --------      ----------------

 TOTAL SERIES B SHARES                                            1,680,880                                       5,093,576
                                                                  =========                                      ================
</TABLE>




<PAGE>   65
  GENOMIC SOLUTIONS INC.(FORMERLY B.I. SYSTEMS CORP.) STOCK REGISTER
  SERIES C PREFERRED STOCK

<TABLE>
<CAPTION>

                                                                                                    On An As Converted Basis
Cert.                                                                                Date of            to Common Stock        % of
No.    Holder              Contact                     Issue           Shares    Original Issuance          1,00000           Class
--------------------------------------------------------------------------------------------------  --------------------------------
<S>   <C>             <C>                              <C>             <C>       <C>                <C>                       <C>
                      Chase Capital Partners
                      Damion Wicker
                      Dr. Risa Stack
                      380 Madison Avenue,
                      12th Floor                        Series C
C1   Chase Capital    New York, New York               Preferred
     Partners         10017                              Stock         3,015,375      29-Dec-97            3,015,376           74.1%
--------------------------------------------------------------------------------------------------  --------------------------------
                      Dan Mitchell
                      Capital Health Venture
                      Partners
     American         4430 Arapahoe Ave.                Series C
     Healthcare       Suite 220                        Preferred
C2   Fund II          Boulder, CO 80303                  Stock           342,857      29-Dec-97              342,857            8.4%
--------------------------------------------------------------------------------------------------  --------------------------------
                      J. Matthew Mackowski
                      343 Sansome Street, Ste
                      1215                              Series C
     J. Matthew       San Francisco, CA                Preferred
C3   Mackowski        94104                              Stock           142,857      29-Dec-97              142,857            3.5%
--------------------------------------------------------------------------------------------------  --------------------------------
                      Robert G. Shepler
                      343 Sansome Street, Ste
                      1215                              Series C
     Robert G.        San Francisco, CA                Preferred
C4   Shepler          94104                              Stock            15,285      29-Dec-97               15,285            0.4%
--------------------------------------------------------------------------------------------------  --------------------------------
                      2401 Plymouth Rd.                 Series C
                      Suite B                          Preferred
C5   Ian R. N. Rund   Ann Arbor, MI 48105                Stock           104,924      29-Dec-97              104,924            2.6%
--------------------------------------------------------------------------------------------------  --------------------------------
     Grove            John Karr                         Series C
     Investment       330 Essex Road                   Preferred
C6   Partners         Kenilworth, IL 60043               Stock            50,378      29-Dec-97               50,378            1.2%
--------------------------------------------------------------------------------------------------  --------------------------------
                      James B. Hoover                   Series C
     James B.         Ivy Hill - Cleft Road            Preferred
C7   Hoover           Mill Neck, NY 11765                Stock            17,143      29-Dec-97               17,143            0.4%
--------------------------------------------------------------------------------------------------  --------------------------------
                      John J. Mackowski
                      1500 Birkdale Lane                Series C
     John J.          Ponte Vedra Beach, FL            Preferred
C8   Mackowski        32082                              Stock            10,000      29-Dec-97               10,000            0.2%
--------------------------------------------------------------------------------------------------  --------------------------------
                      Chase Capital Partners
                      Damion Wicker
                      Dr. Risa Stack
                      380 Madison Avenue,
                      12th Floor                        Series C
     Chase Capital    New York, New York               Preferred
C9   Partners         10017                              Stock           356,053      6-Jan-98               358,053            8.7%
--------------------------------------------------------------------------------------------------  --------------------------------
                      Murray G. Bodine
                      Hoefer Amel                       Series C
     Murray G.        353 Sacramento, 10th Fl.         Preferred
C10  Bodine           San Francisco CA 94111             Stock            15,407      6-Jan-98                15,467            0.4%
--------------------------------------------------------------------------------------------------  --------------------------------
TOTAL SERIES C SHARES                                                  4,070,339                           4,070,339          100.0%
                                                                       =========                    ================================
</TABLE>


<PAGE>   66


  GENOMIC SOLUTIONS INC. (FORMERLY B.I. SYSTEMS CORP.) STOCK REGISTER
  SERIES M PREFERRED STOCK

<TABLE>
<CAPTION>

                                                                                 Date of                    On An As Converted Basis
Cert.                                                                           Original       Reissued          to Common Stock
No.    Holder              Contact                 Issue           Shares       Issuance        as GSI              5.40054
--------------------------------------------------------------------------------------------------------    ------------------------
<S>    <C>                 <C>                   <C>               <C>         <C>            <C>                  <C>
                                                 Series M
       Millipore                                 Preferred
M1     Corporation                                 Stock           50,000      10-Jun-97      24-Dec-97             270,027
--------------------------------------------------------------------------------------------------------    ------------------------
TOTAL SERIES M SHARES                                              50,000                                           270,027
                                                                  =======                                           =======
</TABLE>

<PAGE>   67

                             GENOMIC SOLUTIONS INC.
                             COMMON STOCK, PAR .001

<TABLE>
<CAPTION>

===================================================================================================================================
CERTIFICATE #    STOCK HOLDER             MAILING ADDRESS         TYPE    SHARES  ISSUE DATE       DESCRIPTION OF ACTIVITY
===================================================================================================================================
<S>           <C>                     <C>                        <C>      <C>     <C>         <C>
                                       Murray G. Bodine
                                       Hoefer Arnet                                            Originally BI Systems stockholder
                                       353 Sacramento, 10th Fl.                                Certificate reissued under Genomic
        1      Murray G. Bodine        San Francisco, CA 94111    Common   11,785  24-Dec-97   Solutions name on date of Merger.

                                       Don Bronstein                                           Originally BI Systems stockholder
                                       39 Paseo Mirasol                                        Certificate reissued under Genomic
        2      Donald Bronstein        Tiburon, CA 94920          Common    4,911  24-Dec-97   Solutions name on date of Merger.

                                       Corporate Capital Partners
                                       260 Sheridan Avenue. Ste.                               Originally BI Systems stockholder
               Corporate Capital       416                                                     Certificate reissued under Genomic
        3      Partners                Palo Alto, CA 94306-2011   Common   11,785  24-Dec-97   Solutions name on date of Merger.

                                       Brent Clapacs                                           Originally BI Systems stockholder
                                       15 Invenary Lane                                        Certificate reissued under Genomic
        4      Brent Clapacs           Alamo, CA 94507            Common    5,893  24-Dec-97   Solutions name on date of Merger.

                                                                                               Originally BI Systems Stockholder
                                                                                               Certificate reissued under Genomic
        5      Don Van Dyke            Certificate cancelled      Common        -  24-Dec-97   Solutions name on date of Merger.

                                       Jon Folan                                               Originally BI Systems stockholder
                                       109 DeSabla Road                                        Certificate reissued under Genomic
        6      Jon Folan               Hillsborcugh, CA 94010     Common    5,893  24-Dec-97   Solutions name on date of Merger.

                                       David Given                                             Originally BI Systems stockholder
                                       19115 Shaker Boulevard                                  Certificate reissued under Genomic
        7      David Given             Shaker Heights, OH 44122   Common   11,785  24-Dec-97   Solutions name on date of Merger.

                                       Liberty BIDCO Investments
               Liberty BIDCO           30833 N.western Hwy,Ste                                 Originally BI Systems stockholder
               Investment              211                                                     Certificate reissued under Genomic
        8      Corp.                   Farmington Hills, MI       Common   25,535  24-Dec-97   Solutions name on date of Merger.
                                       48334-

                                       James S. Hoover                                         Originally BI Systems stockholder
                                       Ivy Hill - Cleft Road                                   Certificate reissued under Genomic
        9      James B. Hoover         Mill Neck, NY 11765        Common   19,642  24-Dec-97   Solutions name on date of Merger.

                                       Eamonn P. Keegan                                        Originally BI Systems stockholder
                                       301 Makin Grade                                         Certificate reissued under Genomic
       10      Eamonn P Keegan         Kentfield, CA 94904        Common    5,893  24-Dec-97   Solutions name on date of Merger.

                                       John Kerr                                               Originally BI Systems stockholder
               Grove Investment        336 Essex Road                                          Certificate reissued under Genomic
       11      Partners                Kenilworth, IL 60043       Common   11,785  24-Dec-97   Solutions name on date of Merger.

                                       John J. Mackowski
                                       1508 Birkdale Lane                                      Originally BI Systems stockholder
       12                              Ponte Vedra Beach, Fl.                                  Certificate reissued under Genomic
               John J. Mackowski       32082                      Common   11,785  24-Dec-97   Solutions name on date of Merger.

                                       Capital Health Venture
                                       Partners                                                Originally BI Systems stockholder
               American Healthcare     4430 Arapahoe Ave. Suite                                Certificate reissued under Genomic
       13      Fund II                 220                        Common  172,870  24-Dec-97   Solutions name on date of Merger.

                                       Inge Morrisson                                          Originally BI Systems stockholder
                                       27 Lakeside Drive                                       Certificate reissued under Genomic
       14      Inge Morrisson          Corte Madera, CA 94925     Common    4,911  24-Dec-97   Solutions name on date of Merger.

</TABLE>



<PAGE>   68




                             GENOMIC SOLUTIONS INC.
                              COMMON STOCK, PAR.001

<TABLE>
<CAPTION>

===================================================================================================================================
CERTIFICATE #    STOCK HOLDER             MAILING ADDRESS         TYPE    SHARES  ISSUE DATE       DESCRIPTION OF ACTIVITY
===================================================================================================================================
<S>           <C>                     <C>                        <C>      <C>     <C>         <C>
                                       Charles K Stewart
                                       401 South LaSalle, Ste                                  Originally BI Systems stockholder
                                       1502                                                    Certificate reissued under Genomic
       15      Charles K. Stewart      Chicago, IL 60605          Common   11,785   24-Dec-97  Solutions name on date of Merger.

                                       John Styles                                             Originally BI Systems stockholder
                                       2200 Southwest Fwy                                      Certificate reissued under Genomic
       16      John Styles             Houston, TX 77098          Common    9,821   24-Dec-97  Solutions name on date of Merger.

                                       Laverne Styles                                          Originally BI Systems stockholder
                                       2200 Southwest Fwy                                      Certificate reissued under Genomic
       17      Laverne Styles          Houston, TX 77098          Common    5,893   24-Dec-97  Solutions name on date of Merger.

                                       Walter Welch                                            Originally BI Systems stockholder
                                       4289 Spring Lake Blvd                                   Certificate reissued under Genomic
       18      Walter Welch            Ann Arbor, MI 48108        Common    2,953   24-Dec-97  Solutions name on date of Merger.

                                       A/C#107104
       19      Walter Welch IRA        First Trust Corporation                                 Originally BI Systems stockholder
               A/C#107104              717 l7th Street, Ste 2600                               Certificate reissued under Genomic
                                       Denver, CO 80202-3323      Common   11,792   24-Dec-97  Solutions name on date of Merger.

                                                                                               Originally BI Systems stockholder
                                                                                               Certificate originally issued Dec 24,
                                                                                               '97, the date of GSI Merger.
                                       J Matthew Mackowski                                     Certificate cancelled January 12,
                                       343 Sansome Street, Ste                                 1998 due to transfer per Mr.
                                       1215                                                    Mackowski's instructions into IRA
       20      J. Matthew Mackowski    San Francisco, CA 94104    Common   98,796   Cancelled  and private name.

                                       Robert G Shepler
                                       343 Sansome Street, Ste                                 Originally BI Systems stockholder
                                       1215                                                    Certificate reissued under Genomic
       21      Robert G. Shepler       San Francisco, CA 94104    Common   79,154   24-Dec-97  Solutions name on date of Merger.

                                       Jeffrey M Stiegman                                      Originally BI Systems stockholder
                                       9613 Hoseshoe Bend                                      Certificate reissued under Genomic
       22      Jeffrey M. Steigman     Dexter, MI 48130           Common   85,000   24-Dec-97  Solutions name on date of Merger.

                                       Todd Dahlberg                                           Originally BI Systems stockholder
                                       1291 Yorkshire CT                                       Certificate reissued under Genomic
       23      Todd Dahlberg           Saline, MI 48176           Common       21   24-Dec-97  Solutions name on date of Merger.

                                       Jon S Hawthorne                                         Originally BI Systems stockholder
                                       6516 Imperial Court                                     Certificate reissued under Genomic
       24      Jon S. Hawthorne        Brooklyn, MI 49230         Common       41   24-Dec-97  Solutions name on date of Merger.

                                       Walter Welch                                            Originally BI Systems stockholder
                                       4289 Spring Lake Blvd                                   Certificate reissued under Genomic
       25      Walter Welch            Ann Arbor, MI 48108        Common      386   24-Dec-97  Solutions name on date of Merger.

                                       FBO Donald R Van Dyke
                                       IRA Acct 128068-OC01                                    Originally BI Systems stockholder
               Donald R. Van Dyke,     P.O. Box 173301                                         Certificate reissued under Genomic
       26      IRA Acct.               Denver, CO 80217-3301      Common      614   24-Dec-97  Solutions name on date of Merger.



</TABLE>



<PAGE>   69
                             GENOMIC SOLUTIONS INC.
                             COMMON STOCK, PAR .001

<TABLE>
<CAPTION>

====================================================================================================================================
CERTIFICATE #  STOCK HOLDER        MAILING ADDRESS            TYPE     SHARES  ISSUE DATE          DESCRIPTION OF ACTIVITY
====================================================================================================================================
<S>         <C>                   <C>                       <C>       <C>      <C>            <C>
                                                                                               Originally the 14,719 shares were
                                                                                               with BI systems and certificate
                                   Donald R. Van Dyke                                          issued Dec. 24 '97 on date of Merger.
                                   P O Box 1534                                                Sold 8,000 shares and certificate
     27     Donald R. Van Dyke     No. Hampton NH 02862      Common    14,719   Cancelled      cancelled December 24, 1998.

                                   Donald R. Van Dyke
                                   P O Box 1534                                                Reissued certificate for net shares
     28     Donald R. Van Dyke     No. Hampton NH 02862      Common     6,719   24-Dec-97      remaining.

                                   Robert G. Shepler
                                   343 Sansome Street, Ste
                                   1215
     29     Robert G. Shepler      San Francisco, CA 94104   Common     8,000   24-Dec-97      Purchased from Don Van Dyke.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     30     David William Byatt    UK                        Common   160,373   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     31     Jacqueline Byatt       UK                        Common   185,795   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     32     Arthur John Pinkney    UK                        Common   346,168   31-Dec-97      acquisition.

                                                                                               Originally Issued Dec 31 '97 as part
                                   Former PBA Technologies                                     of PBA Technologies acquisition
                                   Ltd. Shareholder                                            Transferred 75,000 shares to wife and
                                   Cambridgeshire, PE 19 3TP                                   certificate 33 cancelled January 20,
     33     Paul Nicholas King     UK                        Common   151,449   Cancelled      '98.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     34     Sam C. Whitbread       UK                        Common   141,102   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     35     Dr. Jane Stevens       UK                        Common    14,110   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     36     Simon Cooke            UK                        Common     9,407   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     37     Martin Bloom           UK                        Common    47,033   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     38     Malcolm Boston         UK                        Common    14,110   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     39     Anthony Gary Biddle    UK                        Common   256,335   31-Dec-97      acquisition.

</TABLE>


<PAGE>   70


                             GENOMIC SOLUTIONS INC.

                             COMMON STOCK, PAR .001

<TABLE>
<CAPTION>

====================================================================================================================================
CERTIFICATE #  STOCK HOLDER        MAILING ADDRESS            TYPE     SHARES  ISSUE DATE          DESCRIPTION OF ACTIVITY
====================================================================================================================================
<S>         <C>                   <C>                       <C>       <C>      <C>            <C>
                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     40    Ian Boston              UK                        Common    47,033   31-Dec-97      acquisition.

                                   Former PBA Technologies
                                   Ltd. Shareholder
                                   Cambridgeshire, PE 19 3TP                                   Issued as part of PBA Technologies
     41    Suzanne Cathryn Boston  UK                        Common    47,033   31-Dec-97      acquisition.

                                   Former PBA Technologies                                     Originally issued Dec. 31 '97 as part
                                   Ltd Shareholder                                             of PBA Technologies acquisition
                                   Cambridgeshire, PE 19 3TP                                   Transferred to Morris family trust
     42    Helen S. Morris         UK                        Common    40,026   Cancelled      (Hansford) January 23, 1998 per memo.

                                   Former PBA Technologies                                     Originally issued Dec. 31 '97 as part
                                   Ltd Shareholder                                             of PBA Technologies acquisition
                                   Cambridgeshire, PE 19 3TP                                   Transferred to Morris family trust
     43    Lucy A. Morris          UK                        Common    40,026   Cancelled      (Hansford) January 23, 1998 per memo.

                                   J. Matthew Mackowski                                        Cancelled January 12, 1998 and
                                   343 Sansome Street, Ste                                     reissued per Mr. Mackowski's
                                   1215                                                        instructions into IRA and private
     44    J. Matthew Mackowski    San Francisco, CA 94104   Common    96,479   12-Jan-98      name.

                                   J. Matthew Mackowski                                        Cancelled January 12, 1998 and
                                   343 Sansome Street, Ste                                     reissued per Mr. Mackowski's
           IRA FBO   J. Matthew    1215                                                        instructions into IRA and private
     45    Mackowski               San Francisco, CA 94104   Common     2,317   12-Jan-98      name.

                                   Former PBA Technologies
                                   Ltd Shareholder
                                   Cambridgeshire, PE 3TP                                      Transfer of shares into Nick King's
     46    Lois Margaret King      UK                        Common    75,000   20-Jan-98      wife's name.

                                   Former PBA Technologies
                                   Ltd Shareholder
                                   Cambridgeshire, PE 3TP                                      Net remaining shares after transfer
     47    Paul Nicholas King      UK                        Common    76,449   20-Jan-98      of 75,000 shares into wife's name.

                                                                                               Issued per the terms of the Software
                                                                                               License Agreement. Issued upon
           Computational                                                                       acceptance of CBI software by GSI,
     48    Biosciences Inc.                                  Common    40,000   30-Jan-98      per Andy J., VP R & D.

           Hansard Management                                                                  Transfer of shares per Mr. Morris fax
     49    Services Ltd.                                     Common    40,026   23-Jan-98      memo authorization.

           Hansard Management                                                                  Transfer of shares per Mr. Morris fax
     50    Services Ltd.                                     Common    40,026   23-Jan-98      memo authorization.

                                                                                               Stock options exercised and issued
                                                                                               per Employment Agreement effective
     51    Jeffrey S. Williams                               Common   547,297    1-Jan-98      January 1, 1998.

</TABLE>


<PAGE>   71


                                GENOMIC SOLUTIONS INC.
                                COMMON STOCK, PAR.001

<TABLE>
<CAPTION>
 CERTIFICATE #     STOCK HOLDER          MAILING ADDRESS       TYPE    SHARES  ISSUE DATE   DESCRIPTION OF ACTIVITY
<S>               <C>                   <C>                  <C>      <C>      <C>          <C>
                                                                                            Stock options exercised and issued per
                                                                                            Employment Agreement effective January
                                                                                            1, 1998. Stock held as security for
       52       Jeffrey S. Williams                           Common   127,703  1-Jan-98    Promissory Note payable to GSI.

</TABLE>






<PAGE>   72
GENOMIC SOLUTIONS INC.
NON-EMPLOYEE STOCK OPTIONS

<TABLE>
<CAPTION>
                                              NON-              STOCK             DATE OF
     HOLDER              CONTACT            EMPLOYEE            ISSUED        ORIGINAL ISSUANCE          SHARES
<S>             <C>                       <C>                 <C>            <C>                        <C>
                 Chase Capital Partners
                 Damion Wicker
                 Dr. Risa Stack
                 380 Madison Avenue,
                 12th Floor
 Chase Capital   New York, New York                             Common
 Partners        10017                      Director            Stock            15-Jan-98                10,000

                 Dan Mitchell
                 Capital Health Venture
                 Partners
 American        4430 Arapahoe Ave.,
 Healthcare      Suite 220                                      Common
 Fund 11         Boulder, CO 80303          Director            Stock            15-Jan-98                10,000

                 J. Matthew Mackowski
                 343 Sansome Street,
                 Ste 1215
 J. Matthew      San Francisco, CA                              Common
 Mackowski       94104                      Director            Stock            15-Jan-98                10,000

                 Robert G. Shepler
                 343 Sansome Street,
                 Ste 1215
 Robert G.       San Francisco, CA                              Common
 Shepler         94104                      Director            Stock            15-Jan-98                10,000

                 P. Nicholas King
                 2, Church Road. Glatton,
                 Huntingdon
 P. Nicholas     Cambridgeshire,                                Common
 King            England PE17 5RR           Director            Stock            15-Jan-98                10,000

                 Stephen C. Davis
                 8 Flash Lane, Bollington,
 Stephen C.      Macclesfield, Cheshire,                        Common
 Davis           England SK10 5AQ           Consultant          Stock            15-Apr-98                30,000

                 Andrew D. Hoffman
                 15 Spath Road
 Andrew D.       Didsbury, Manchester,                          Common
 Hoffman         England M20 2QT            Consultant          Stock            15-Apr-98                30,000

                 Stephen C. Davis
                 8 Flash Lane, Bollington,
                 Macclesfield, Cheshire.                        Common
 Steve C. Davis  England SK10 5AQ           Consultant          Stock            15-Apr-98                30,000

                 Andrew D. Hoffman
                 15 Spath Road
 Andrew D.       Didsbury, Manchester,                          Common
 Hoffman         England M20 2QT            Consultant          Stock            15-Apr-98                30,000
                                                                                                        --------
         TOTAL                                                                                           170,000
================================================================================================================
</TABLE>
<PAGE>   73
                                  SCHEDULE 3.8

     ITEM:     COMMENT:
      3.8      Bio Image UK, Inc., a Michigan Corporation wholly owned by B.I.
               Systems Corporation. Operations ceased and office closed
               effective October 31, 1997.

               Nihon Bio Image, Ltd., a Michigan Corporation wholly owned by
               B.I. Systems Corporation. Doing business as a branch office in
               Japan. Office is located in Tokyo, Japan.

               Genomic Solutions Limited., a United Kingdom Corporation wholly
               owned by Genomic Solutions Inc. Office is located in
               Cambridgeshire, UK

               Genomic Solutions Limited subscribed pound sterling 91,000, for
               Preference shares in the capital of, or approximately 30% equity
               investment in, HD Technologies, Ltd., of Manchester, England.





<PAGE>   74
                                  SCHEDULE 3.9

                       SEE ATTACHED FINANCIAL STATEMENTS.

     -    Audited Financial Statements

     -    "Interim" Financial Statements




<PAGE>   75

                          Report of Independent Public Accountants

To the stockholders of
Genomic Solutions Inc.:

We have audited the accompanying consolidated balance sheets of GENOMIC
SOLUTIONS INC. AND SUBSIDIARY (a Delaware corporation, see Note 1) as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Genomic Solutions Inc. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.



Ann Arbor, Michigan,
    April   , 1998.
          --

<PAGE>   76
                             GENOMIC SOLUTIONS INC.

          CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                  ASSETS                        1997               1996
                  ------                        ----               ----
<S>                                          <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents                  $5,088,799        $  218,207
  Accounts receivable, less allowance of
   $0 in 1997 and $38,250 in 1996             1,251,593           698,288
  Inventories                                   786,353           289,135
  Prepaid expenses and other                     97,684             3,598
                                             ----------        ----------
          Total current assets                7,224,429         1,209,228
                                             ----------        ----------

PROPERTY AND EQUIPMENT, at cost:
  Furniture and office equipment                555,182           286,775
  Computer equipment                            206,447           166,357
                                             ----------        ----------
  Less - Accumulated depreciation               761,629           453,132
                                                421,328           306,536
                                             ----------        ----------
          Net property and equipment            340,401           146,596
                                             ----------        ----------

OTHER ASSETS:
  Goodwill, net of accumulated amortization
    of $16,993 in 1997 and $37,149 in 1996      328,919           122,061
  Intangibles, net of accumulated
    amortization of $0 in 1997 and $246,146
    in 1996                                           -           778,405
  Capitalized software development costs,
    net of accumulated amortization of $0 in
    1997 and $82,676 in 1996                          -           335,562
  Other                                         229,451            22,541
                                             ----------        ----------
         Total other assets                     558,370         1,258,569
                                             ----------        ----------
                                             $8,123,200        $2,614,393
                                             ==========        ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)     1997        1996
----------------------------------------------     ----        ----
<S>                                            <C>         <C>
CURRENT LIABILITIES:
  Notes payable                                $  497,286  $   423,811
  Current of portion of long-term debt            136,891    1,070,000
  Accounts payable                                495,448      431,298
  Accrued liabilities                           1,113,028      236,333
  Deferred revenue                                157,170       77,603
                                               ----------  -----------
       Total current liabilities                2,399,823    2,239,045
                                               ----------  -----------
CONVERTIBLE SUBORDINATED DEBT                           -    1,480,966

LONG-TERM DEBT, less current portion              266,939      450,000
                                               ----------  -----------
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, 4,000,000 shares
    authorized - Series A convertible,
     $0.001 par value, no shares authorized,
     0 and 1,250,000 shares issued and
     outstanding in 1997 and 1996,
     respectively                                       -        1,250
    Series B convertible, $0.001 par value,
     2,000,000 shares authorized, 1,600,880
     and 0 shares issued and outstanding
     in 1997 and 1996, respectively                 1,681            -
    Series C convertible, $0.001 par value,
     4,070,339, shares authorized, 3,698,819
     and 0 shares issued and outstanding in
     1997 and 1996, respectively                    3,699            -
   Series M convertible, $0.001 par value,
     50,000 shares authorized, 50,000 and 0
     shares issued and outstanding in 1997 and
     1996, respectively                                50            -
   Common stock, $0.001 par value, 15,000,000
     shares authorized, 2,125,440 and 3,043,500
     shares issued and outstanding in 1997 and
     1996, respectively                             2,126        3,044
   Additional paid-in capital                   9,225,877      499,127
   Accumulated deficit                         (3,776,995)  (2,059,039)
                                               ----------  -----------
         Total stockholders' equity (deficit)   5,456,438   (1,555,618)
                                               ----------  -----------

                                               $8,123,200  $ 2,614,393
                                               ==========  ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                      -7-
<PAGE>   77

                             GENOMIC SOLUTIONS INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>

                                                   1997            1996             1995
                                               -----------      -----------      -----------
REVENUE:
<S>                                           <C>              <C>              <C>
   Products                                    $ 1,992,385      $ 2,834,83 3      $ 3,334,488
   Services and other                              171,156          421,872           302,264
                                               -----------      -----------       -----------
       Total revenue                             2,163,541        3,256,705         3,636,752

COST OF REVENUE                                  1,037,509        1,393,667         1,330,709
                                               -----------      -----------       -----------

       Gross Profit                              1,126,032        1,863,038         2,306,043
                                               -----------      -----------       -----------

OPERATING EXPENSES:
   Sales and marketing                           1,353,185        1,519,338         1,702,343
   Research and development                        806,398          659,825           784,294
   General and administrative                    1,010,003          880,450           515,988
   Unusual charge                                1,188,786                -                 -
   Write-off of acquired in-process
     research and development                      840,000                -                 -
                                               -----------      -----------       -----------

       Total operating expenses                  5,198,372        3,059,613         3,002,625
                                               -----------      -----------       -----------

       Loss from operations                     (4,072,340)      (1,196,575)         (696,582)

INTEREST EXPENSE                                   184,294          342,971           275,928

OTHER (INCOME) EXPENSE                              76,739           54,401           (91,264)
                                               -----------      -----------       -----------

       Loss before taxes and
          extraordinary gain                    (4,333,373)      (1,593,947)         (881,246)

PROVISION (CREDIT) FOR INCOME TAXES               (889,200)           5,685           (69,047)
                                               -----------      -----------       -----------

       Loss before extraordinary gain           (3,444,173)      (1,599,632)         (812,199)


EXTRAORDINARY GAIN - Forgiveness of debt, net
   of tax expense of $889,200                      997,491                -                 -
                                               -----------      -----------       -----------

NET LOSS                                       $(2,446,682)     $(1,599,632)      $  (812,199)
                                               ===========      ===========       ===========
</TABLE>


 The accompanying notes are an integral part of these consolidated statements.



                                      -3-

<PAGE>   78


                             GENOMIC SOLUTIONS INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

             FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

<TABLE>
<CAPTION>

                                                       Series A               Series B              Series C          Series M
                                                      Convertible            Convertible           Convertible       Convertible
                                                       Preferred              Preferred             Preferred         Preferred
                                                         Stock                  Stock                 Stock             Stock
                                                ---------------------    ------------------   ------------------   ---------------
                                                  Shares       Amount      Shares    Amount     Shares    Amount   Shares   Amount
                                                ----------    -------    ---------   ------   ---------   ------   ------   ------
<S>                                           <C>            <C>        <C>         <C>      <C>         <C>      <C>      <C>
BALANCE - DECEMBER 31, 1994                      1,250,000    $ 1,250         --     $ --          --     $ --       --     $--

   Net loss for the year                              --         --           --       --          --       --       --      --
                                                ----------    -------    ---------   ------   ---------   ------   ------   ---

BALANCE - DECEMBER 31, 1995                      1,250,000      1,250         --       --          --       --       --      --

   Exercise of stock options                          --         --           --       --          --       --       --      --
   Net loss for the year                              --         --           --       --          --       --       --      --
                                                ----------    -------    ---------   ------   ---------   ------   ------   ---

BALANCE - DECEMBER 31, 1996                      1,250,000      1,250         --       --          --       --       --      --

1 for 97.103 reverse stock split                      --         --           --       --          --       --       --      --
Common stock issued on conversion of Series A
   preferred stock                              (1,250,000)    (1,250)        --       --          --       --       --      --
Series B preferred and common stock issued on
   conversion of notes payable                        --         --        413,169      413        --       --       --      --
Series B preferred stock issued for cash              --         --      1,267,711    1,269        --       --       --      --
Series M preferred stock issued on conversion
   of notes payable                                   --         --           --       --          --       --     50,000    50
Common stock issued on conversion of
   subordinated debt                                  --         --           --       --          --       --       --      --
Common stock issued on settlement of accounts
   payable                                            --         --           --       --          --       --       --      --
Common stock issued in connection with the
   acquisition of BioPhotonics, Inc.                  --         --           --       --          --       --       --      --
Series C preferred stock issued for cash              --         --           --       --     3,690,019    3,699     --      --
Common stock issued in connection with the
   acquisition of PRA Technology Limited              --         --           --       --          --       --       --      --
Net loss for the year                                 --         --           --       --          --       --       --      --
                                                ----------    -------    ---------   ------   ---------   ------   ------   ---

BALANCE AS OF DECEMBER 31, 1997                       --      $  --      1,680,800   $1,681   3,698,819   $3,699   50,000   $50
                                                ==========    =======    =========   ======   =========   ======   ======   ===

<CAPTION>



                                                       Common Stock          Additional     Retained
                                                   --------------------       Paid-in       Earnings
                                                     Shares      Amount       Capital       (Deficit)        Total
                                                  ----------    -------    -----------    -----------    -----------
<S>                                              <C>           <C>        <C>            <C>            <C>
BALANCE - DECEMBER 31, 1994                        3,000,000    $ 3,000    $   495,750    $   352,792    $   852 792

   Net loss for the year                                --         --             --         (812,199)      (812,199)
                                                  ----------    -------    -----------    -----------    -----------

BALANCE - DECEMBER 31, 1995                        3,000,000      3,000        495,750       (459,407)        40,593

   Exercise of stock options                          43,500       --            3,377           --            3,421
   Net loss for the year                                --         --             --       (1,599,632)    (1,599,632)
                                                  ----------    -------    -----------    -----------    -----------

BALANCE - DECEMBER 31, 1996                        3,043,500      3,044        499,127     (2,059,039)    (1,555,618)

1 for 97.103 reverse stock split                  (3,011,772)    (3,012)        (3,012)          --             --
Common stock issued on conversion of Series A
   preferred stock                                    45,021         46          1,200           --             --
Series B preferred and common stock issued on
   conversion of notes payable                       200,986        201        426,624           --          427,238
Series B preferred stock issued for cash                --         --        1,266,443           --        1,267,711
Series M preferred stock issued on conversion
   of notes payable                                     --         --           49,950           --           50,000
Common stock issued on conversion of
   subordinated debt                                 248,813        249         17,168        644,643        662,060
Common stock issued on settlement of accounts
   payable                                            13,100         13            904         84,083         85,000
Common stock issued in connection with the
   acquisition of BioPhotonics, Inc.                  85,000         85          5,865           --            5,950
Series C preferred stock issued for cash                --         --        6,402,080           --        6,405,779
Common stock issued in connection with the
   acquisition of PRA Technology Limited           1,500,000      1,500        553,500           --          555,000
Net loss for the year                                   --         --             --       (2,446,682)    (2,446,682)
                                                  ----------    -------    -----------    -----------    -----------

BALANCE AS OF DECEMBER 31, 1997                    2,125,448    $ 2,126    $ 9,225,877    $(3,776,995)   $ 6,466,438
                                                  ==========    =======    ===========    ===========    ===========

</TABLE>



 The accompanying notes are an integral part of these consolidated statements.


                                      -4-
<PAGE>   79
                            GENOMIC SOLUTIONS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>

                                                                       1997           1996           1995
                                                                   ------------   ------------   ------------
<S>                                                                <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                        $(2,446,682)   $(1,599,632)    $(812,199)
   Adjustments to reconcile net loss to net cash
     provided by operating activities-
       Depreciation and amortization                                   220,802        340,160       244,182
       Non-cash interest expense                                       248,052        124,774       109,692
       Unusual charge                                                1,188,786          -             -
       Write-off of acquired in-process research
         and development                                               840,000          -             -
       Extraordinary gain on forgiveness of debt                    (1,886,691)         -             -
       Increase (decrease) in cash resulting from
         changes in assets and liabilities-
           Accounts receivable                                         114,497        474,523       439,354
           Inventories                                                 133,868        (89,279)       74,066
           Prepaid expenses and other assets                          (231,723)        (9,215)       38,528
           Accounts payable                                           (130,053)        42,327      (305,711)
           Accrued liabilities                                         405,364        140,809      (322,727)
           Deferred revenue                                            (25,771)       (21,058)       (9,436)
                                                                   -----------    -----------     ---------
             Net cash used in operating activities                  (1,569,551)      (596,591)     (544,251)
                                                                   -----------    -----------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capitalization of internally developed software                     (39,300)      (155,270)     (198,741)
   Purchase of property and equipment                                  (47,456)       (30,330)     (107,345)
   Acquisition of certain assets of BioPhotonics, Inc.                (302,300)         -             -
   Acquisition of PBA Technology Limited stock                        (150,480)         -             -
                                                                   -----------    -----------     ---------
             Net cash used in investing activities                    (539,536)      (185,600)     (306,086)
                                                                   -----------    -----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings (repayments) under notes payable                        (423,811)        43,811       380,000
   Repayment of long-term debt                                        (400,000)         -             -
   Proceeds from issuance of long-term debt                            130,000        670,000         -
   Issuance of Series B convertible preferred stock                  1,267,711          -             -
   Issuance of Series C convertible preferred stock                  6,405,779          -             -
   Issuance of common stock                                              -              -             3,281
                                                                   -----------    -----------     ---------
             Net cash provided by financing activities               6,979,679        713,811       383,281
                                                                   -----------    -----------     ---------

NET INCREASE (DECREASE) IN CASH                                      4,870,592        (68,380)     (467,056)

CASH AND CASH EQUIVALENTS AS OF BEGINNING OF PERIOD                    218,207        286,587       753,643
                                                                   -----------    -----------     ---------

CASH AND CASH EQUIVALENTS AS OF END OF PERIOD                      $ 5,088,799    $   218,207     $ 286,587
                                                                   ===========    ===========     =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.



                                      -5-
<PAGE>   80





                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   DESCRIPTION OF BUSINESS

        Genomic Solutions Inc. (the "Company") designs, develops, manufactures
         and markets instrumentation, software, hardware and related products
         for quantifying and analyzing biomolecules, such as DNA, RNA and
         proteins. The Company's products are frequently used for typing,
         mapping and sequencing genes, discovering and developing pharmaceutical
         compounds, and diagnosing genetic and infectious diseases. The
         Company's customers are typically pharmaceutical and biotechnology
         companies, universities and government institutions. The Company was
         incorporated in June 1994 under the name B.I. Systems, Corporation.
         On July 26, 1994, the Company purchased certain assets, including
         software, inventory and fixed assets, from the Bio Image business unit
         ("Bio Image") of Millipore Corporation ("Millipore"). On December 5,
         1997, the Company formed Genomic Solutions Inc. On December 24, 1997,
         the Company merged with B.I. Systems, Corporation, with the Company
         being the surviving entity.

        As of December 31, 1997, the Company has operations in the United
         States, Japan and United Kingdom. Nihon Bio Image Ltd., a division
         located in Tokyo, Japan, operates a sales and technical support office
         serving Japan. Effective December 31, 1997, the Company acquired all
         outstanding stock of PBA Technology Limited (a UK corporation, "PBA",
         see Note 12).

        The Company is in the early phases of implementing its operating
         strategy and its future success is subject to several technical and
         business risks including customer acceptance, availability and
         retention of key employees, competition, technological changes and
         additional financing adequate to support operations.

(2)   SIGNIFICANT ACCOUNTING POLICIES

       Principles of Consolidation

        The consolidated financial statements include the accounts of the
         Company and the acquired assets and assumed liabilities of PBA as of
         December 31, 1997, the acquisition date. All significant intercompany
         balances and transactions have been eliminated in consolidation.

       Revenue

        Revenue consists of sales of software licenses and the related hardware
         in which the software is imbedded, revenue from software maintenance
         agreements, and professional services such as training and consulting.
         Revenue from sales of software licenses and hardware, including
         revenues generated through distributors, is recognized when a customer
         contact is fully executed and the hardware and software is delivered.
         Revenue from software maintenance agreements is recognized on a
         straight-line basis over the period in which the services are provided.
         Revenue from training and consulting services is recognized upon
         completion of services.




                                       -6-




<PAGE>   81


                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


Research and Development Expenses

  Research and development expenses include all payroll costs attributable
     to research and development activities. Research and development expenses
     also include an allocation of overhead expenses incurred by the Company.

Foreign Currency Translation

  Foreign currency transaction losses resulting from sales in foreign
    denominated currencies totaled approximately $40,000, $96,300 and $31,500 in
    1997, 1996 and 1995, respectively, and are included in other expense in the
    accompanying consolidated statements of operations.

  Assets and liabilities of PBA have been translated at the current rate of
    exchange as of the balance sheet date.

Cash Equivalents

  The Company considers all highly liquid investments with a maturity of three
    months or less to be cash equivalents.

Inventories

  Inventories consist primarily of purchased parts and components and are stated
    at the lower of cost, as determined on a first-in, first-out basis, or
    market.

Property and Equipment

  Property and equipment are reduced at cost. Depreciation is provided on a
    straight-line basis over the estimated useful lives of the related assets
    which generally range from three to seven years.

Goodwill and Intangible Assets

  Certain goodwill and intangibles arose from the acquisition of Bio Image from
    Millipore in July 1994 (see Note 1) and were being amortized over a ten-year
    period. In 1997, additional goodwill amounts resulted from the separate
    acquisitions of BioPhotonics and PBA (see Note 12) and are being amortized
    on a straight-line basis over a five-year period. Amortization expense
    totaled $56,000, $118,000 and $118,000 in 1997, 1996 and 1995, respectively,
    exclusive of the write-down discussed below.

  At each balance sheet date, the Company evaluates the carrying value of
    goodwill and other long-lived assets for impairment whenever events or
    changes in circumstances indicate that the carrying value may not be
    recoverable. As a result of this evaluation, the Company wrote-down
    approximately $829,000 of goodwill and other intangible assets in 1997 that
    originated from the acquisition of Bio Image. This write-down is included in
    the unusual charge in the accompanying 1997 consolidated statement of
    operations.


                                      -7-

<PAGE>   82


                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

Capitalized Software Development Costs

  The Company accounts for software development costs in accordance with
    Statement of Financial Accounting Standards No. 86 ("SFAS 86"). Under SFAS
    86, capitalization of software development costs begins upon the
    establishment of technological feasibility. Technological feasibility for
    the Company's software products is based upon achievement of detailed
    designs, free of high-risk development issues. The Company amortizes
    capitalized software development costs on a product-by-product, straight-
    line basis over the remaining estimated economic life of the related
    products which is generally a maximum of three years. As of December 31,
    1997, unamortized capitalized software development costs totaling
    approximately $354,000 were written down as it was determined that certain
    products had no remaining economic life. This write-down is included in the
    unusual charge in the accompanying 1997 consolidated statement of
    operations. Amortization expense totaled $47,000, $76,000 and $6,500 in
    1997, 1996 and 1995, respectively, exclusive of the write-down.

Other Assets

  Other assets primarily include deferred costs associated with the acquisition
    of PBA (see Note 12) and are being amortized on a straight-line basis over a
    five-year period. As of December 31, 1997, there is no accumulated
    amortization.

Stock-Based Compensation

  The Company accounts for stock-based compensation using the intrinsic value
    method prescribed under Accounting Principles Board Opinion No. 25 ("APB
    25"), "Accounting for Stock Issued to Employees." Accordingly, compensation
    cost for stock options is measured as the excess, if any, of the fair value
    of the Company's common stock at the date of the grant over the amount the
    employee must pay to acquire the stock. As supplemental information, the
    Company has provided pro forma disclosure of the fair value at the date of
    grant of stock options granted during 1997 in Note 9, in accordance with the
    requirements of Statement of Financial Accounting Standards No. 123 ("SFAS
    123"), "Accounting for Stock-Based Compensation."

Management Estimates

  The preparation of financial statements in conformity with generally accepted
    accounting principles requires management to make estimates and assumptions
    that affect the reported amounts of assets and liabilities and disclosure of
    contingent assets and liabilities at the date of the financial statements
    and the reported amounts of revenues and expenses during the reporting
    period. Actual results could differ from those estimates.



                                      -8-

<PAGE>   83
                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

(3)   NOTES PAYABLE

        As of December 31, 1996, the Company had a line-of-credit agreement with
         a bank whereby the Company could borrow up to $1,000,000. As of
         December 31, 1996, outstanding borrowings under this agreement totaled
         $423,811 and bore interest at prime plus 1.25%. In April 1997, the
         Company refinanced outstanding borrowings under this agreement of
         $423,811 and a $400,000 term note payable to the same bank (see Notes
         4 and 6) into a new term note payable (the "New Note"). The new note
         bore interest at the bank's prime rate plus 1.75% and was payable in
         full in April 1998. The Company repaid all outstanding borrowings under
         the New Note in 1997.

        As of December 31, 1997, PBA had line-of-credit agreements with a bank
         whereby the PBA may borrow up to $305,500. Outstanding borrowings bear
         interest at 10.5% and are collateralized by eligible accounts
         receivable, as defined. As of December 31, 1997, outstanding borrowings
         totaled $302,915. The agreements expire at various dates through
         February 1998.

(4)   LONG-TERM DEBT

        As of December 31, long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                                                     1997            1996
                                                                                  ----------      ----------
<S>                                                                                 <C>            <C>
             Note payable by PBA, payable in monthly
                installments of $4,167, plus interest at
                10.5%, through November 2000                                        $239,560       $        -
             Note payable by PBA, payable in monthly
                installments of $2,778, plus interest at
                10.5%, through January 2001                                          164,270                -
             Subordinated convertible debentures,
                interest payable semi-annually at 6%,
                interest deferred and annually compounded
                at 9%; original issue $1,200,000 and
                accrued interest of $280,966;
                recapitalized in 1997 (see Note 6)                                                  1,480,966
             Note payable to Millipore, interest payable
                semiannually at 8.5%, recapitalized in
                1997 (see Note 6)                                                          -          850,000
             Note payable to bank, interest at payable
                monthly at 11%, refinanced in 1997 (see
                Notes 3 and 6)                                                             -          400,000
             Notes payable to related parties, interest
                accrued at rates ranging from 8-10%,
                recapitalized in 1997 (see Note 6)                                         -          270,000
                                                                                    --------       ----------
                                                                                     403,830        3,000,966
             Less- Current portion                                                   136,891        1,070,000
                                                                                    --------       ----------
                                                                                    $266,939       $1,930,966
                                                                                    ========       ==========
</TABLE>


                                      -9-
<PAGE>   84

                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

In April 1997, the Company amended its Articles of Incorporation pursuant to
which the subordinated convertible debentures and notes payable to  Millipore
and related parties were recapitalized (see Note 6).  Additionally, the Company
refinanced outstanding borrowings under the term note payable to bank and line
of credit into a new term note payable (see Note 3).

(5)  INCOME TAXES

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
                                                              1997                   1996               1995
                                                           ----------            ----------         ----------
<S>                                                     <C>                    <C>                 <C>
Continuing operations:
   Currently payable (refundable)                          $(889,200)            $   5,685          $ (69,047)
   Deferred credit                                          (239,500)             (492,500)          (120,300)
   Increase in valuation allowance                           239,500               492,500            120,300
                                                          ----------            ----------         ----------
                                                            (889,200)                5,685            (69,047)

Extraordinary gain-
        Tax expense of gain on
          forgiveness of debt                                889,200                  -                  -
                                                          ----------            ----------          ---------
                                                           $   -                 $   5,685          $ (69,047)
                                                          ==========            ==========          =========
</TABLE>


The differences between the income tax provision calculated at the United
  States Federal statutory rate and the consolidated income tax provision
  from continuing operations are summarized as follows:

<TABLE>
<CAPTION>
                                                               1997                 1996                1995
                                                          ----------            ----------          ----------
<S>                                                     <C>                    <C>                 <C>
  Federal statutory provision                            $(1,473,300)           $(542,000)          $(299,600)
  Nondeductible items                                         16,000               47,700              24,500
  Goodwill amortization                                       43,000                1,800               1,800
  Increase in valuation allowance                            239,500              492,500             120,300
  Write-off of acquired in-process
     research and development                                285,600                 -                   -
  Utilization of net operating losses                            -                   -                100,400
  Other                                                          -                  5,685              16,447
                                                         -----------            ---------           ---------
                                                         $  (889,200)           $   5,685           $ (69,047)
                                                         ===========            =========           =========
</TABLE>




                                      -10-



<PAGE>   85


                             GENOMIC SOLUTIONS INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

       The components of deferred income taxes as of December 31 are as follows:

              <TABLE>
              <CAPTION>
                                                                                  1997             1996
                                                                               ---------        ---------
              <S>                                                              <C>              <C>
              Net operating loss carryforward                                  $ 610,300        $ 704,900
              Purchased software                                                 223,200           23,300
              Capitalized software development costs                                -            (114,100)
              Organization costs                                                  18,800          (14,300)
              Accounts receivable                                                   -              13,000
                                                                               ---------        ---------
                                                                                 852,300          612,600
              Less- Valuation allowance                                         (852,300)        (612,600)
                                                                               ---------        ---------
                                                                               $    -           $    -
                                                                               =========        =========
              </TABLE>


        The Company has available net operating loss carryforwards of
          approximately $1,795,000 which can be utilized to offset future
          taxable income. These net operating loss carryforwards expire as
          follows: $317,000 in 2010, $1,478,000 in 2011. Additionally,
          utilization of net operating loss carryforwards are limited
          under Section 382 of the Internal Revenue Code. This and other
          deferred income tax assets are fully reserved by a valuation
          allowance as realizability of these tax benefits is not assured.

(6)   RECAPITALIZATION

        In April 1997, the Company amended its Articles of Incorporation
          pursuant to which the majority of the Company's outstanding debt and
          all outstanding shares of Series A preferred stock were restructured
          (the "Recapitalization"). Significant components of the
          Recapitalization, together with the applicable accounting effects,
          were as follows:


          (1) The Company initiated a reverse stock split issuing one share of
               common stock for every 97.103 shares of outstanding common stock.

          (2) Notes payable, bridge loan financing obtained during 1997 and
               accrued interest totaling $413,169 were converted to 413,169
               shares of Series B preferred stock at $1 per share. The Company
               also issued 200,986 shares of common stock to these creditors.

          (3) The Company issued 1,267,711 shares of Series B preferred stock at
               $1 per share for cash.

          (4) All outstanding shares of Series A preferred stock were converted
               to 45,821 shares of common stock.



                                      -11-



<PAGE>   86


                             GENOMIC SOLUTIONS INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

          (5) Subordinated convertible debt of $1,200,000 and accrued interest
                of $429,027, payable to both stockholders (defined as
                stockholders with greater than 10% ownership interest) and
                non-stockholders, was converted to 248,813 shares of common
                stock at $0.07 per share. The difference between the carrying
                value of the debt and the fair value of the common stock issued
                to existing stockholders of $644,643 has been credited directly
                to retained earnings. The difference between the carrying value
                of the debt and the fair value of the common stock issued to
                non-stockholders of $966,967 is included in extraordinary gain
                in the accompanying statement of operations.

          (6) Accounts payable to stockholders for professional services
                rendered totaling $85,000 was converted to 13,100 shares of
                common stock at $0.07 per share. The difference between the fair
                value of the common stock and amounts owed of $84,083 has been
                credited directly to retained earnings.

          (7) A note payable to Millipore and accrued interest totaling
                $983,764 was converted to 50,000 shares of Series M preferred
                stock at $1 per share. The difference between the carrying value
                of the debt and the fair value of the common stock of
                $933,764 is included in extraordinary gain in the accompanying
                statement of operations.

(7)  PREFERRED STOCK

      As a result of the Recapitalization in April 1997, the Company's
        preferred stock contains two series, Series B and Series M. In December
        1997, the Company authorized 4,070,339 shares of Series C for issuance.
        The various classes of preferred stock provide the following rights,
        preferences, privileges and restrictions:

     Dividends

      The holders of shares of Series B, C and M preferred stock are not
        entitled to any dividends.

     Conversion

      Each share of Series B, C and M preferred stock shall be convertible, at
        the holder's option, into such number of common shares as is
        determined by dividing the original Series B, C and M issue prices by
        $0.33, $1.00 and $1.111, respectively. These conversion factors are
        subject to adjustment upon any recapitalization of the Company's common
        stock, as defined.

      Conversion of Series B, C and M preferred stock will occur automatically
        upon the consummation of the sale of the Company's common stock in a
        registration statement in connection with an initial public offering, as
        defined.




                                      -12-



<PAGE>   87



                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

     Voting Rights

      The holders of Series B and C preferred stock have the right to one vote
        for each share of common stock into which such Series B and C preferred
        stock could then be converted. The holders of Series M preferred stock
        have no voting rights.

     Liquidation Preference

      In the event of any liquidation, dissolution or winding up of the affairs
        of the Company, either voluntarily or involuntarily, the holders of
        Series B, C and M preferred stock are entitled to receive, prior to and
        in preference to any distributions to the holders of common stock, an
        amount initially equal to $1, $1.75 and $6, per share, respectively,
        subject to adjustment upon any recapitalization of the Company's common
        stock, as defined. The holders of Series B preferred stock are also
        entitled to receive, prior to and in preference to any distributions to
        the holders of common stock, and amount per share equal to 8% of the
        original issuance price of Series B preferred stock.

(8)  COMMON STOCK

      The Company has reserved for issuance such number of shares of its
        authorized but unissued   common stock necessary to effect conversion of
        all outstanding shares of Series B, C and M preferred stock and
        exercise of all outstanding options.

(9)  STOCK OPTION PLAN

      Effective 1994, the Company established a stock option plan (the
        Plan) to increase its ability to attract and retain key employees as
        well as provide an incentive for certain consultants and directors to
        invest in the Company.  Options granted may  be either incentive stock
        options, which are granted at the fair market value of the common
        stock on the date of grant (as determined under the Plan), or
        nonqualified stock options, which are generally granted at the fair
        market value of the common stock on the date of grant. Options are
        granted at the discretion of Board of Directors. The maximum
        number of shares that may be granted under the Plan is 1,590,000.
        Options granted generally become exercisable at a rate of 33% per year
        over three years from the date of grant except that 540,000 options
        vested immediately upon issuance and 14,600 options vest over a
        five-year period. Outstanding options expire ten years after the date of
        grant. As of December 31, 1997, 43,500 options have been exercised.





                                      -13-



<PAGE>   88


                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

Information concerning stock options is as follows:

<TABLE>
<CAPTION>
                                                                             Weighted
                                                                              Average
                                                Number of       Price        Exercise
                                                  Shares      Per Share        Price
                                                ---------     ---------     ---------
<S>                                           <C>            <C>            <C>
    Outstanding at December 31, 1994             650,250        $0.07          $0.07
       Options granted                            69,000        $0.07          $0.07
       Options cancelled                            -
       Options exercised                            -
                                               ---------
    Outstanding at December 31, 1995             719,250        $0.07          $0.07
       Options granted                              -
       Options cancelled                         (43,500)       $0.07          $0.07
       Options exercised                            -
                                               ---------
    Outstanding at December 31,                  675,750        $0.07          $0.07
       Options granted                         1,582,100     $0.07-0.33       $0.072
       Options cancelled                        (675,750)       $0.07          $0.07
       Options exercised                            -
                                               ---------
    Outstanding at December 31, 1997           1,582,100     $0.07-0.33       $0.072
                                               =========
    Exercisable at December 31, 1997             675,000
                                               =========
</TABLE>

Using the intrinsic value method under APB 25, no compensation expense has been
  recognized in the accompanying consolidated statements of operations for
  options granted at fair value. Had compensation expense been determined based
  on the fair value at the date of grant consistent with SFAS 123, the reported
  net loss would have been increased to the following pro forma amounts:

<TABLE>
<CAPTION>
                                       1997               1996             1995
                                     ---------          ---------        ---------

<S>          <C>                  <C>               <C>                <C>
Net Loss:     As Reported         $ (2,446,682)     $  (1,599,632)     $ (812,199)
              Pro Forma           $ (2,451,397)        (1,599,979)       (812,459)
</TABLE>

The above pro forma compensation expense may not be representative of that
  to be expected in future years.

The fair value of these options was estimated at the date of grant using the
  minimum value option valuation method under SFAS 123 with the following
  assumptions: weighted average risk free interest rate ranging from 6.09% -
  6.58%; dividend yield of 0%; and expected life of options of 3 years.

Option valuation models require the input of highly subjective assumptions.
  Because changes in subjective input assumptions can materially affect the fair
  value estimate, in management's opinion, the existing model does not
  necessarily provide a reliable single measure of the fair value of the
  Company's stock options.



                                      -14-



<PAGE>   89


                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

(10)    OPERATING LEASE COMMITMENTS

         The Company leases certain office space under various operating lease
           agreements. Total rental expense was approximately $92,000, $72,000
           and $36,000 in 1997, 1996 and 1995, respectively. Future minimum
           payments required under noncancelable operating leases are as
           follows:

<TABLE>
<S>                                                  <C>
                         1998                          $192,700
                         1999                           162,000
                         2000                           133,200
                         2001                           112,600
                         2002                           113,600
                                                       --------
                                                       $714,100
                                                       ========
</TABLE>

(11)    EMPLOYEE BENEFIT PLAN

           The Company has a 401(k) plan covering all eligible employees.
             Participants may elect to defer a certain percentage of qualified
             compensation through voluntary contributions to the plan and the
             Company may make discretionary contributions to the plan based on
             the gross compensation of qualified participants. The Company made
             no contributions to the plan in 1997, 1996 and 1995.

(12)    ACQUISITIONS

         BioPhotonics, Inc.

           In June 1997, the Company acquired substantially all assets of
             BioPhotonics, Inc. in exchange for $302,300 in cash and 85,000
             shares of common stock at $0.07 per share.  The acquisition has
             been accounted for under the purchase method of accounting. The
             excess of the purchase price over the fair value of the net assets
             acquired of approximately $126,000 has been recognized as goodwill
             and are being amortized over a five-year period (see Note 2).

         PBA Technology Limited

           Effective December 31, 1997, the Company acquired 100% of the
             outstanding capital stock of PBA Technology Limited. The aggregate
             purchase price of approximately $705,480 consisted of $150,480
             in cash and 1,500,000 shares of the Company's common stock
             valued at $555,000. The acquisition has been accounted for under
             the purchase method of accounting. In connection with the
             acquisition, the Company recorded a one-time charge to operations
             in 1997 of $840,000, associated with the write-off of in-process
             research and development acquired in the transaction that had not
             reached technological feasibility. The remaining excess of the
             aggregate purchase price over the fair value of the net assets
             acquired of approximately $200,000 has been recognized as goodwill
             and will be amortized over a five-year period.



                                      -15-


<PAGE>   90


                             GENOMIC SOLUTIONS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

(13)    SUBSEQUENT EVENTS

         Acquisition of Insight BioMedical, Inc.

           In April 1998, the Company acquired certain assets of Insight
             BioMedical, Inc. in exchange for 650,000 in cash. The acquisition
             has been accounted for under the purchase method of accounting. The
             excess of the fair value of the net current assets acquired over
             the purchase price of approximately $250,000 has been recognized as
             negative goodwill and shall be amortized over a five-year period.







                                      -16-



<PAGE>   91




                         "INTERIM FINANCIAL STATEMENTS"
                         ------------------------------


<PAGE>   92
                             GENOMIC SOLUTIONS INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1998
                                    ($000'S)


<TABLE>
<CAPTION>

                                                                               ACTUAL          BUDGET          VARIANCE
                                                                               ------          ------          --------
               ASSETS
               ------
               <S>                                                            <C>             <C>             <C>
               Cash and cash equivalents                                      $ 4,412         $  3,595         $     817
               Accounts receivable, net                                         1,597            1,508                89
               Inventories, net                                                 1,001              754               247
               Prepaid & other current assets                                     180              108                72
                                                                              -------         --------         ---------
                   Current assets                                               7,190            5,965             1,225

               Property and equipment, net                                        448              629              (181)
               Other long-term assets:
                 Intangibles, net                                                 400              302                98
                 Other                                                             23                7                16
                                                                              -------         --------         ---------
                   Total other long-term assets                                   423              309               114
                                                                              -------         --------         ---------
                       Total Assets                                           $ 8,061         $  6,903         $   1,158
                                                                              =======         ========         =========

               LIABILITIES & STOCKHOLDERS' EQUITY
               ----------------------------------
               Current liabilities:
                 Short-term borrowings                                        $   369         $    155         $     214
                 Current portion of long-term debt                                172               83                89
                 Accounts payable                                                 862              729               133
                 Accrued liabilities                                              883              327               556
                 Deferred revenue                                                 145               46                99
                 Other                                                            133              100                33
                                                                              -------         --------         ---------
                   Total current liabilities                                    2,564            1,440             1,124

               Long term debt, less current portion                               261              287               (26)
               Stockholders' Equity
                 Preferred convertible & common stock                               9                9                --
                 Additional paid-in-capital                                     9,937            9,911                26
                 Accumulated deficit                                           (4,650)          (4,744)               94
                 Currency translation adjustments                                 (12)              --               (12)
                                                                              -------         --------         ---------
                 Total stockholders' equity                                     5,284            5,176               108

               Less: Notes receivable                                              48               --               (48)
                                                                              -------         --------         ---------
                      TOTAL LIABILITIES &                                     $ 8,061         $  6,903         $   1,158
                      STOCKHOLDERS' EQUITY                                    =======         ========         =========
</TABLE>
<PAGE>   93

                             GENOMIC SOLUTIONS INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                    ($000's)

<TABLE>
<CAPTION>


                                                                   ACTUAL        BUDGET       VARIANCE      VARIANCE %
                                                                   ------        ------       --------      ----------
               <S>                                                <C>           <C>          <C>           <C>
               Revenue                                            $ 1,284       $  1,139      $    145         13%
               Cost of revenue                                        539            510          (29)        (6)%
                                                                  -------       --------      --------
                   Gross profit                                       745            629           116         18%
                   Gross Profit %                                     58%            55%

               Operating expenses
                   Sales and marketing                                645            805           149         20%
                   Research and development                           418            451            33          7%
                   General and administrative                         339            414            75         21%
                                                                  -------       --------      --------
                        Total operating expenses                    1,402          1,670           268         16%
                                                                  -------       --------      --------
               Loss from operations                                 (657)        (1,041)           384         37%
               Other expense                                           46             45           (1)        (2)%
                                                                  -------       --------      --------
               Loss before taxes                                    (703)        (1,086)           383         35%
               Benefit for income taxes                                --             --            --
                                                                  -------       --------      --------
               Net loss                                           $ (703)       $(1,086)      $    383         35%
                                                                  =======       ========      ========
</TABLE>

<PAGE>   94





                                 SCHEDULE 3.11


ACQUISITION AND STRATEGIC ALLIANCES:

3.11 (viii)        On April 15, 1998, HD Technologies, Ltd., of Manchester,
                   England, and Genomic Solutions Limited entered into a
                   Subscription Agreement whereby Genomic acquired for 91,000
                   pound sterling Preference Shares of HD Technologies. In
                   addition the companies entered into a Collaboration Agreement
                   to design, construct and develop a MALDI-TOF mass
                   spectrometer (and related computer software) for use in the
                   field of proteomics and genomics.

3.11 (viii)        On April 22, 1998, Genomic Solutions Inc. acquired certain
                   assets of Insight Biomedical Imaging Systems, Inc. for
                   $650,000 cash. Genomic acquired from Insight the laser
                   scanning confocal imaging business unit located in Lansing,
                   Michigan. Assets acquired by Genomic were inventory and fixed
                   assets, and assumed the existing service contracts.

OFFICERS ACTIVITY:

3.11 (v)           On April 15, 1998, Andy Jakimcius an existing officer of the
                   Genomic Solutions Inc. was promoted to Executive
                   Vice-President of Operations. Andy's base salary was
                   increased by $10,000 to $90,000.

3.11 (vii)         On April 22, 1998, Mary Stanaway was appointed an officer of
                   the Company as its Vice-President, Imaging Systems.

3.11 (vii)         On May 8, 1998, George Peters accepted the offer of
                   employment as the Company's General Counsel effective on his
                   date of hire which is scheduled for June 16, 1998. Mr. Peters
                   will also be an officer of the Company.




<PAGE>   95




                                       SCHEDULE 3.12

                   Genomic Solutions Ltd. has line of credit agreements with a
                   bank whereby Genomic Solutions Ltd. may borrow up to
                   $305,000. Outstanding borrowings bear interest at 10.5% and
                   are collateralized by eligible accounts receivable.

                   Genomic Solutions Ltd. has an overdraft facility with a bank
                   whereby Genomic Solutions Ltd. may borrow up to $200,000.
                   Outstanding borrowings bear interest at the banks prime rate
                   plus 3.75% and are collateralized by a stand-by letter of
                   credit issued by the parent company's (Genomic Solutions
                   Inc.) bank.

                   Note payable by Genomic Solutions Ltd. payable in monthly
                   installments of $4,167 plus interest at 10.5% through
                   November 2000.

                   Note payable by Genomic Solutions Ltd. payable in monthly
                   installments of $2,778, plus interest at 10.5% through
                   January 2001.




<PAGE>   96



                                 SCHEDULE 3.15


List of Agreements (Unless previously provided, copies of these agreements are
available upon request of the Secretary of the Corporation or its legal
counsel.)

  3.15 (a)       1994 Omnibus Equity Incentive Plan
  3.15 (b)       1998 Employee Stock Option Plan
  3.15 (c)       1998 Non Employee Stock Option Plan
  3.15 (d)       401(k) Profit Sharing Plan and Trust
  3.15 (e)       Jeffrey S. Williams Employment Agreement effective
                 January 1, 1998.
  3.15 (f)       Jeffrey Stiegman Employment Agreement
  3.15 (g)       Insight Biomedical Imaging, Inc. Asset Purchase Agreement
  3.15 (h)       Genomic Solutions Ltd. Employee Service Contracts with the
                 following managers; John Pinkney, David Byatt and Kevin
                 Auton.
  3.15 (i)       Consultancy Agreement between Genomic Solutions Ltd. and P.
                 Nicholas King, who also serves as a Director of Genomic
                 Solutions Inc.
  3.15 (j)       Computational Biosciences Agreement
  3.15 (k)       List of distributors
  3.15 (l)       BioSpace Mesures Distribution Agreement
  3.15 (m)       HD Technologies Limited Subscription and Collaboration
                 Agreement
  3.15 (n)       MRC License Agreement
  3.15 (o)       List of Leased Corporate Facilities
  3.15 (p)       BioSeparations Agreement
  3.15 (q)       List of Non-Disclosure Agreements
  3.15 (r)       List of other leases




<PAGE>   97






                                  SCHEDULE 3.15

ITEM:              COMMENT:
3.15 (p)           Bio Image (Genomic Solutions Inc) to supply segmentation
                   software under license agreement with BioSeparations Inc.
                   This is an exclusive license, in the field of cell imaging,
                   for the segmentation software required for cell location in
                   an imaging system. B.I. Systems Corp. (Genomic Solutions
                   Inc.) is to receive 1% royalty on revenue of the direct sales
                   of BioSeparations Scanning and Analysis System. In addition,
                   the Company received 15,000 shares of BioSeparations Series
                   "B" Preferred Stock.

3.15(l)            Biospace Mesures - B.I. Systems (Genomic Solutions Inc) to
                   distribute Biospace products in North America and Japan. B.I.
                   Systems has exclusive distribution rights.

3.15(j)            Computational Biosciences Inc., - B. I. Systems (Genomic
                   Solutions Inc) License agreement for Genomic Integrater
                   Software.

3.15 (m)           HD Technologies, Ltd., of Manchester, England, and Genomic
                   Solutions Limited entered into a Collaboration Agreement to
                   design, construct and develop a MALDI-TOF mass spectrometer
                   (and related computer software) for use in the field of
                   proteomics and genomics.

3.15 (n)           Medical Research Council License (MRC) - License for various
                   protocols for software for use in the FLEXYS system.






<PAGE>   98




                                SCHEDULE 3.15 (k)

                              LIST OF DISTRIBUTORS

ITEM:         COMMENT:

3.15          Distributors of Bio Image Products:
                       1. MWG
                       2. Manufacturers Reps. In North America -
                       Approx. 17 reps.
                       3. Research Instruments Ptd., Ltd. -
                       Singapore, Malaysia
                       4. Feng Jih Biomedical & Instruments Co.
                       Ltd. - Taiwan
                       5. Cor Bio - Korea
                       6. SATECH - Middle East
                       7. Bio Tech s.r.o. - Czech Republic
                       8. Ikeda Rika K. K. - Japan
                       Nihon Bio Image sells primarily through
                       distributors in Japan.       Approx. 30
                       distributors.
              Distributors of Genomic Solutions Ltd., Products:
                        1. Nippon Science Core Co. (Japan)
                        2. Scitech (New Zealand)
                        3. Schleicher & Schuell (France, Switzerland)
                        4. Boizym (Netherlands, Belgium)


<PAGE>   99




                               SCHEDULE 3.15 (o)

                          LEASED CORPORATE FACILITIES

1.)         Main Corporate offices which house - Sales, Marketing,
            Software Development, Accounting and Administration.
            Address: 4355 Varsity Drive, Suite E
                     Ann Arbor, MI 48108

2.)         Production and Engineering groups are located at a separate
            facility which is subleased from Insight Biomedical Imaging
            Inc.
            Address: 919 Filley Street
                     Lansing, MI 48906

3.)         European offices which house Sales, Marketing,
            development of Flexis Robot
            Address: Unite 3, Forge Close, Little End Road
                     Eaton Socon, St. Neotrs
                     Cambridgeshire, PE 19 3 TP
                     United Kingdom

4.)         Office facility in Tokyo, Japan for only one sales
            manager, two marketing reps and office manager
            Address: Wistaria Higashigotanda Bldg 5F
                     21-9 Higashigotanda 1-chrome
                     Shinagawa-Ku
                     Tokyo, Japan.

Note: a.)   Corporate direct sales reps located outside Michigan work out of
            their homes.


<PAGE>   100




                                SCHEDULE 3.15 (q)

                        LIST OF NON-DISCLOSURE AGREEMENTS

1.  Biotechnology Business Consultants, LLC
2.  ESA, Inc.
3.  Gene Logic Inc
4.  Kloehn Company Ltd.
5.  Mosaic Technologies
6.  PBA Technology
7.  The Regents of the University of Michigan
8.  Computational Biosciences Inc
9.  BIOSEQ
10. Richard Fisher Associates
11. HD Technologies, Ltd.
12. MWG Biotech
13. Dr. Michel Schummer
14. Photometrics, Ltd.
15. University of Alberta
16. WestElder Associates