Amended and Restated Agreement and Plan of Merger

EXHIBIT 2.1
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

AMENDED AND RESTATED

      THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of September 28, 2001, by and among GENOMIC SOLUTIONS INC., a Delaware corporation (“Parent”), CARTESIAN ACQUIRING CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquiring Sub”), CARTESIAN TECHNOLOGIES, INC., a California corporation (“Cartesian”), and those shareholders of Cartesian whose names are set forth in the signature blocks to this Agreement (collectively, the “Majority Shareholders”).

RECITALS:

      A.  Parent and Cartesian entered into a non-binding Term Sheet dated August 7, 2001 (the “Term Sheet”), which stated the general terms and conditions upon which Cartesian would merge with and into Acquiring Sub, with Acquiring Sub being the surviving corporation (the “Merger”).

      B.  In anticipation of this Agreement, Parent advanced to Cartesian the sum of $500,000 as evidenced by a Promissory Note for such amount and Cartesian secured its obligations to Parent under such Promissory Note by granting to Parent a security interest in all of its assets pursuant to a Security Agreement (the “Bridge Loan”).

      C.  The Board of Directors of Cartesian has approved the Merger and deems it advisable and in the best interests of the shareholders of Cartesian (the “Cartesian Shareholders”) that the Merger be consummated.

      D.  The Board of Directors of Parent and Acquiring Sub have approved the Merger and deem it advisable and in the best interests of their respective shareholders that the Merger be consummated.

      E.  The Majority Shareholders own approximately 78% of the issued and outstanding shares of Cartesian’s capital stock.

      F.  For federal income tax purposes, it is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

      G.  On September 6, 2001 the parties executed an Agreement and Plan of Merger (the “Original Agreement”). On September 28, 2001, the parties agreed to amend and restate the Original Agreement to amend various terms of the Original Agreement and to restate in full their mutual agreements and understandings.

      NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, the parties agree as follows:

1.1.  The Merger

      At the Effective Time (defined in Section 1.2 below), in accordance with this Agreement and the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and the General Corporation Law of the State of California (the “CGCL”), Cartesian will be merged with and into Acquiring Sub, whereupon the separate existence of Cartesian will cease and Acquiring Sub will continue as the surviving corporation (the “Surviving Corporation”). The identity, existence, rights, privileges, powers, franchises, properties and assets of Acquiring Sub shall continue unaffected and unimpaired by the Merger, and all of the rights, privileges, powers, franchises, properties, and assets of Cartesian shall be vested in the Surviving Corporation.

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1.2.  Effective Time of the Merger

      Simultaneously with the Closing (defined in Section 7.1 below), the parties will effect the Merger by filing a Certificate of Merger substantially in the form attached hereto as Exhibit 1.2 with the Secretary of State of the State of Delaware and the Secretary of State of the State of California. The Merger will become effective at the time and on the date specified in the Certificate of Merger (the “Effective Time”).

1.3.  Merger Consideration

      The consideration payable to the Cartesian Shareholders upon consummation of the Merger shall consist of the following:

1.4.  Conversion of Shares

      At the Effective Time, by virtue of the Merger and without any action on the part of any Cartesian Shareholder:

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1.5.  Exchange of Certificates and Options

      (a)  From and after the Effective Time, each holder of an outstanding certificate which immediately prior to the Effective Time represented shares of Cartesian Common Stock (individually, a “Certificate” and, collectively, the “Certificates”), shall receive in exchange therefor, upon surrender thereof to an exchange agent reasonably satisfactory to Parent (the “Exchange Agent”), a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.4 above and an amount of cash determined in accordance with Section 1.4(a)(ii). Notwithstanding any other provision of this Agreement, (i) until holders or transferees of Certificates have surrendered them for exchange as provided herein, no dividends or other distributions shall be paid with respect to any shares represented by such Certificates and no payment for fractional shares shall be made and (ii) without regard to when such Certificates representing shares of Cartesian Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any dividends or other distributions or any payment for fractional shares. Upon surrender of a Certificate, there shall be paid to the holder of such Certificate the amount of any dividends or other distributions which became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrender.

      (b)  On the Closing Date, Parent shall make available to the Exchange Agent, for the benefit of each holder of Cartesian Common Stock, the Cash Consideration, a sufficient number of certificates representing shares of Parent Common Stock required to effect the exchanges referred to in subsection (a) above and cash for payment of any fractional shares referred to in Section 2.4.

      (c)  Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates (as shown on the books of Cartesian as of the Effective Time) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and a portion of the Cash Consideration. Upon surrender of the Certificates for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holder of such Certificates shall receive in exchange therefor a pro rata portion of the Cash Consideration and a certificate representing that number of whole shares of Parent Common Stock into which the shares of Cartesian Common Stock, heretofore represented by the Certificates so surrendered, shall have been converted pursuant to the provisions of Section 1.4, and the Certificates so surrendered shall be canceled. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunder, except

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      (d)  Promptly following the date which is 12 months after the Effective Time, the Exchange Agent shall deliver to Parent all cash, certificates (including any Parent Common Stock) and other documents in its possession relating to the transactions contemplated by this Agreement, and the Exchange Agent’s duties shall terminate. Thereafter, any holders of Certificates shall contact Parent directly to exchange such Certificates for shares of Parent Common Stock and cash.

      (e)  At the Closing, Cartesian will deliver to Parent a certificate of an officer of Cartesian, in form and substance satisfactory to Parent (the “Options Certificate”), certifying the options to acquire Cartesian common stock that are issued and outstanding immediately prior to the Effective Time. The option agreements to be issued by Parent in respect of the Replacement Options (the “Replacement Option Agreements”) shall be issued under Parent’s 1998 Stock Option Plan (the “Plan”) and shall be in form and substance substantially similar to the standard form of Nonqualified Stock Option Agreement used by Parent under the Plan; provided, however, that (i) the exercise price and number of shares covered by the Replacement Option Agreements shall be determined as provided in Section 1.4(b) above, (ii) the vesting schedule of each Replacement Option Agreement shall preserve the vesting schedule (if any) of the Cartesian Option which it replaces (giving effect to any acceleration of such vesting resulting from the Merger); and (iii) each Replacement Option Agreement shall include similar restrictions as those contained in the Lock-Up Agreement (defined in Section 7.2). Parent will issue and deliver the Replacement Option Agreements to the proper parties as soon as practicable after the Closing, upon surrender of the Cartesian options being replaced. The issuance of each Replacement Option is expressly conditioned upon each optionholder executing a Replacement Option Agreement.

1.6.  Certificate of Incorporation

      The certificate of incorporation of Acquiring Sub as in effect immediately prior to the Effective Time will be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable law.

1.7.  Bylaws

      The bylaws of Acquiring Sub as in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation until amended or repealed in accordance with applicable law.

1.8. Directors and Officers

      Immediately after the Effective Time, the directors and officers of the Surviving Corporation will be as set forth below, and will serve in such capacities until their respective successors are duly elected and qualified:

REPRESENTATIONS AND WARRANTIES OF

      Except as set forth in the correspondingly numbered section of the Cartesian Disclosure Schedule attached to this Agreement and delivered to Parent by Cartesian and the Majority Shareholders in connection herewith (the “Cartesian Disclosure Schedule”), Cartesian and each Majority Shareholder, jointly and severally, represent and warrant to Parent and to Acquiring Sub that the following statements are true,

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2.1.  Corporate Organization

      Cartesian is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Cartesian has full corporate power and authority and has all necessary approvals, licenses, permits and authorizations to carry on its business as it is now being conducted and to own, lease and operate its properties and assets. Cartesian has heretofore delivered to Parent complete and correct copies of its articles of incorporation and bylaws, as presently in effect. Cartesian is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the nature of the business conducted by it requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, have a material adverse effect (a “Material Adverse Effect”) on the business, properties, assets, liabilities, prospects, results of operation or condition (financial or otherwise) of Cartesian and its subsidiary, taken as a whole, or the ability of Cartesian to consummate the transactions contemplated by this Agreement, except that Cartesian is in the process of qualifying to do business in North Carolina.

2.2.  Power and Authority

      Cartesian has full corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder. The Board of Directors of Cartesian has duly authorized the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party and the Cartesian Shareholders have voted in favor of and otherwise approved this Agreement and the Merger as required by the CGCL and the DGCL, and no other corporate proceedings on the part of Cartesian are necessary to authorize the execution and delivery of this Agreement or the consummation by Cartesian of the transactions contemplated hereby. This Agreement constitutes, and the other agreements and instruments to be executed and delivered by Cartesian pursuant to this Agreement, when executed and delivered in accordance with the terms of this Agreement, will constitute, valid and binding legal obligations of Cartesian, enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance and other laws affecting the rights of creditors generally (the “Enforceability Exceptions”).

2.3.  Capitalization

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2.4.  Subsidiaries

      Except for Cartesian Technologies Europe Ltd., a private limited company formed under the laws of the United Kingdom (“CTE”), Cartesian has no direct or indirect Subsidiary (defined below). CTE is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom. CTE has full corporate power and authority and has all necessary approvals, licenses, permits and authorizations to carry on its business as it is now being conducted and to own, lease and operate its properties and assets. Cartesian has heretofore delivered to Parent complete and correct copies of CTE’s organizational documents, as presently in effect. CTE is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the nature of the business conducted by it requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing would not have a Material Adverse Effect. All issued and outstanding shares of the capital stock of CTE (a) are validly issued, fully paid and nonassessable, (b) were not issued in violation of, any preemptive rights and (c) are owned directly by Cartesian, free and clear of all title defects and objections, claims, security interests, liens, charges and encumbrances of any nature whatsoever (“Liens”). Except as set forth in Section 2.4 of the Cartesian Disclosure Schedule, there are no outstanding options, warrants, conversion privileges or other rights to purchase or acquire any shares of the capital stock or other equity securities of CTE or any outstanding securities that are convertible into or exchangeable for such shares, securities or rights. As used in this Agreement, the term “Subsidiary” means, when used with reference to any person or entity, any corporation, partnership, limited liability company, joint venture or other entity of which such person or entity (either acting alone or together with its other Subsidiaries) owns, directly or indirectly, 50% or more of the capital stock or other voting interests, the holders of which are entitled to vote for the election of a majority of the board of directors or any similar governing body of such corporation, partnership, limited liability company, joint venture or other entity.

2.5.  Absence of Violations

      Neither the execution, delivery, performance or compliance of or with this Agreement or any other agreements contemplated herein, nor the consummation of the transactions contemplated herein, will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or other agreement of Cartesian or its Subsidiary (collectively the “Key Agreements and Instruments”), or the Articles of Incorporation, bylaws or other constituent documents of Cartesian or its Subsidiary, or any rule or regulation of any court or federal, state or foreign regulatory board or body, or administrative agency having jurisdiction over Cartesian or its Subsidiary or over their respective properties or businesses. Except as set forth in Section 2.5 of the Cartesian Disclosure Schedule, no event has occurred and no condition exists which, upon notice or the passage of time (or both), would constitute a default under any such Key Agreements and Instruments or under any license, permit or authorization to which Cartesian or its Subsidiary is a party or by which Cartesian or its Subsidiary may be bound.

2.6.  Financial Statements

      Cartesian has furnished to Parent the audited consolidated balance sheet as of October 31, 1999, and the audited consolidated financial statements, including balance sheets, statements of operations and statements of cash flow, and notes thereto, for Cartesian as of and for the fiscal year ended October 31, 2000 (collectively, the “Annual Financial Statements”) and the unaudited consolidated balance sheet of Cartesian as at June 30, 2001 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statement of operations for the eight-month period then ended (the “Interim Statements”, and together with the Annual Financial Statements, the “Financial Statements”). The Annual Financial Statements present fairly and accurately the financial position of Cartesian and its Subsidiary as at such dates and the results of their operations and earnings for the periods indicated therein, and have been prepared in accordance with generally accepted

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2.7.  Accounts Receivable

      All receivables of Cartesian and its Subsidiary (including accounts receivable, loans receivable and advances) which are reflected in the Most Recent Balance Sheet, and all such receivables which will have arisen from the date thereof, shall have arisen only from bona fide transactions in the ordinary course of Cartesian’s or its Subsidiary’s business, as applicable, and shall be (or have been) fully collected when due, or in the case of each account receivable within 90 days after it arose, without resort to litigation and without offset or counterclaim, in the aggregate face amounts thereof, except to the extent of the doubtful accounts reserve reflected on the Most Recent Balance Sheet. Neither Cartesian nor its Subsidiary has received any written or oral claims, defenses or refusals to pay, or granted any rights of set-off, with respect to any receivables.

2.8.  Absence of Undisclosed Liabilities

      Except (a) as set forth or reserved against in the Most Recent Balance Sheet, (b) for obligations incurred in the ordinary course of business since the date of the Most Recent Balance Sheet, which are not individually or in the aggregate material in amount, or (c) as set forth in Section 2.8 of the Cartesian Disclosure Schedule, neither Cartesian nor its Subsidiary has any debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to Cartesian or its Subsidiary) arising out of any transaction entered into, or any state of facts existing at or prior to the date hereof, including taxes with respect to or based upon the transactions or events occurring at or prior to the date hereof, and including, without limitation, unfunded past service liabilities under any pension, profit sharing or similar plan.

2.9.  Litigation

      There is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state, local or foreign) pending or, to the best of Cartesian’s and the Majority Shareholders’ knowledge, threatened against or affecting Cartesian or its Subsidiary, their respective properties, assets or business or the transactions contemplated by this Agreement and the other agreements and instruments contemplated by this Agreement. After reasonable inquiry of its management employees, Cartesian is not aware of any fact that might result in or form a reasonable basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither Cartesian nor its Subsidiary is subject to any order, writ, judgment, injunction, decree, determination or award of any court or of any governmental agency or instrumentality (whether federal, state, local or foreign).

2.10.  Absence of Certain Developments

      Except as set forth in Section 2.10 of the Cartesian Disclosure Schedule, since June 30, 2001, there has been no (a) material adverse change in the condition, financial or otherwise, of Cartesian or its Subsidiary or in their assets, liabilities, properties, business or prospects, (b) declaration, setting aside or payment of, or any agreement by Cartesian to declare, set aside or pay, any dividend or other distribution with respect to the capital stock of Cartesian (or repurchase or redemption of any capital stock), (c) issuance of, or any agreement by Cartesian or its Subsidiary to issue, capital stock (other than pursuant to the exercise of options, warrants, or convertible securities outstanding at such date) or options, warrants or rights to acquire capital stock, (d) material loss, destruction or damage to any property of Cartesian or its Subsidiary, whether or not insured, (e) acceleration or prepayment of any indebtedness of Cartesian or its Subsidiary for borrowed money

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2.11.  Tax Matters

      There are no foreign, federal, state, county or local taxes due and payable by Cartesian or its Subsidiary that have not been paid. Any liability of Cartesian or its Subsidiary for taxes not yet due and payable, or that are being contested in good faith, has been provided for on the Most Recent Balance Sheet in accordance with GAAP. Cartesian and its Subsidiary each has duly filed all foreign, federal, state, county and local tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. Except as set forth in Section 2.11 of the Cartesian Disclosure Schedule, neither Cartesian nor its Subsidiary has been subject to a foreign, federal or state tax audit of any kind. No claim has been made by any tax authority in a jurisdiction where Cartesian or it Subsidiary does not currently file a tax return that Cartesian or its Subsidiary is or may be subject to tax by such jurisdiction. There is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, Cartesian or its Subsidiary in respect of any tax or assessment, nor is any claim for additional tax or assessment asserted by any tax authority. Cartesian and its Subsidiary each has withheld and paid all taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of Cartesian or its Subsidiary who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or benefit plan currently in effect would not be characterized as an “excess parachute payment” (as such term is defined in Code Section 280G(b)(1)). Neither Cartesian nor its Subsidiary has made any election under Code Section 341(f).

2.12.  Tangible Property

      Section 2.12 of the Cartesian Disclosure Schedule contains a full and complete list of all material equipment, machinery, furniture, fixtures, leasehold improvements and other personal property and fixed assets, whether tangible or intangible, utilized or purported to be owned by Cartesian and its Subsidiary in connection with the operation of their respective businesses (collectively, “Personal Property”). Cartesian and its Subsidiary each has good title to and owns each item of tangible Personal Property reflected on its books and records as owned by it and used in connection with its business, free and clear of all Liens. Except as disclosed in Section 2.12 of the Cartesian Disclosure Schedule, each item of Personal Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (normal wear and tear excepted) and is suitable for the purposes for which it is presently used. Except as disclosed in Section 2.12 of the Cartesian Disclosure Schedule, neither Cartesian nor its Subsidiary leases any item of tangible Personal Property used in its business to or from any third party (all leased tangible Personal Property is referred to in this Agreement as the “Leased Personal Property” and, together with the Leased Real Property (defined below), the “Leased Property”).

2.13.  Real Property Owned

      Neither Cartesian nor its Subsidiary owns or has ever owned, in whole or in part, any real property.

2.14.  Real Property Leased

      Section 2.14 of the Cartesian Disclosure Schedule lists and briefly describes all real properties leased or subleased to Cartesian or its Subsidiary and used in connection with the operation of their respective

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2.15.  Intellectual Property Rights

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2.16.  Software

2.17.  Insurance

      Cartesian and its Subsidiary have maintained and now maintain insurance with respect to the Personal Property, the Leased Property and their respective businesses, covering property damage by fire or other casualty, and against such liabilities, claims and risks, including, without limitation, product liability and workers compensation, and in such amounts as is customary or appropriate in the industry. Concurrently with or prior to the execution of this Agreement, Cartesian has delivered to Parent or Parent’s counsel true, correct and complete copies of all such insurance policies. Except as set forth in Section 2.17 of the Cartesian Disclosure Schedule, all such insurance policies will be in full force and effect through the Closing Date. Except as set forth in Section 2.17 of the Cartesian Disclosure Schedule, to Cartesian’s and the Majority Shareholders’ knowledge, no event has occurred forming the basis for any present property, casualty or fidelity claim against Cartesian or its Subsidiary which is not fully covered by insurance, net of any applicable deductibles. Except as set forth in Section 2.17 of the Cartesian Disclosure Schedule, neither Cartesian nor

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2.18.  Inventory

      Each of Cartesian’s and its Subsidiary’s inventory is, and each of their respective works-in-process, when completed will be, merchantable and fit for the purpose for which it was procured or manufactured, useable and saleable in the ordinary course of business, and is carried on the Financial Statements at an amount not in excess of net realizable value. Except as disclosed in Section 2.18 of the Cartesian Disclosure Schedule, each of Cartesian’s and its Subsidiary’s inventory is not, and their respective works-in-process, when completed, will not be, obsolete or surplus. As used in the foregoing sentence, “obsolete” refers to inventory which is not, or work-in-process which, when completed, will not be, useable or saleable because of legal restrictions, failure to meet specifications, loss of market, damage, physical deterioration or any other cause whatsoever, and “surplus” refers to inventory which does not, or work-in-process which, when completed, will not, exceed known or anticipated requirements in the reasonable business judgment of Cartesian or its Subsidiary based upon there being no orders for such material within the past six months.

2.19.  Material Contracts

      Set forth in Section 2.19 of the Cartesian Disclosure Schedule is a true and complete list of each contract, agreement, instrument, commitment and other arrangement to which Cartesian or its Subsidiary is a party or otherwise relating to or affecting any of its assets, including without limitation, any employment, severance or consulting agreements; loan, credit or security agreements; joint venture agreements or distribution agreements which cannot be terminated on ninety (90) days’ notice without penalty or premium and either (a) has a duration of over 1 year or (b) involves the expenditure or receipt of revenues by Cartesian or its Subsidiary of over $75,000 (each, a “Material Contract”). Each Material Contract is valid, binding and enforceable against the parties thereto in accordance with its terms, and in full force and effect. Cartesian or its Subsidiary, as applicable, has performed all obligations required to be performed by it to date under, and is not in default or delinquent in performance, status or any other respect (claimed or actual) in connection with, any Material Contract such that the other party to such Material Contract may obtain damages or terminate such Material Contract, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. To the knowledge of Cartesian and the Majority Shareholders, no other party to any Material Contract is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. Cartesian has made available and shall have delivered, as of the Closing Date, to Parent or its representatives true and complete originals or copies of all the Material Contracts. Except as set forth in Section 2.19 of the Cartesian Disclosure Schedule, within the past 60 days, none of the contracts, agreements, instruments, commitments and other arrangements to which Cartesian or its Subsidiary is a party and through which Cartesian or its Subsidiary has derived more than $50,000 in annual revenue in the past twelve months (a “Material Revenue Contract”) has been terminated prior to its expiration (and no notice has been given or event has occurred which, with due notice or lapse of time or both, would result in such termination), and each such Material Revenue Contract (including Material Revenue Contracts that have expired within the past 60 days) is valid, binding and enforceable against the parties thereto in accordance with its terms, and in full force and effect. Except as set forth in Section 2.19 of the Cartesian Disclosure Schedule, to Cartesian’s and the Majority Shareholders’ knowledge, no party to a Material Revenue Contract is unwilling to use Cartesian’s or its Subsidiary’s services.

2.20.  Compliance with Laws; Permits and Licenses

      Each of Cartesian and its Subsidiary is in compliance with all laws, rules, regulations and orders applicable to it, the conduct of its business, its lease of the Leased Property or the ownership of its assets, except where the failure to be in compliance would not have a Material Adverse Effect. To the knowledge of Cartesian and the Majority Shareholders, neither Cartesian’s or its Subsidiary’s use of its assets and its lease of the Leased Property, nor the operation of its business, violates any laws, rules, regulations or orders. Section 2.20 of the Cartesian Disclosure Schedule lists all material governmental franchises, permits, licenses

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2.21.  Employees

2.22.  Employee Relations

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2.23.  Employee Benefit Plans

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2.24.  Environmental, Health and Safety Matters

2.25.  Product Warranties

      All products manufactured, sold, leased or delivered by Cartesian or its Subsidiary in the conduct of its business are in conformity with all applicable contractual commitments and all express and implied warranties, and neither Cartesian nor its Subsidiary has any liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Cartesian or its Subsidiary giving rise to any liability) for replacement or repair of any such products or other damages in connection therewith. No product manufactured, sold, leased or delivered by the Company or its Subsidiary is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 2.25 of the Cartesian Disclosure Schedule includes copies of the standard terms and

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2.26.  Product Liabilities

      Neither Cartesian nor its Subsidiary has any liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Cartesian or its Subsidiary giving rise to liability) arising out of any injury to persons or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by Cartesian or its Subsidiary.

2.27.  Consents

      Except for (a) the filing of the Articles of Merger with the Secretary of State of the State of California and the Secretary of State of the State of Delaware and (b) the required consents set forth in Section 2.27 of the Cartesian Disclosure Schedule, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or agency or any other third party is required on Cartesian’s part in connection with the valid execution and delivery of this Agreement or the consummation of the transactions herein contemplated other than such consents, approvals, authorizations, designations, declarations or filings which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect.

2.28.  Certain Interests

      Except as set forth in Section 2.28 of the Cartesian Disclosure Schedule, neither the Cartesian Shareholders, Cartesian or its Subsidiary nor any of Cartesian’s or Subsidiary’s officers or, to the best of Cartesian’s and the Majority Shareholders’ knowledge, directors, has any interest, either by way of contract or by way of investment (other than as holder of not more than 2% of the outstanding capital stock of a publicly traded person) or otherwise, directly or indirectly, in any person other than Cartesian or its Subsidiary that (a) provides any services or designs, produces or sells any product or product lines or engages in any activity similar to or competitive with any activity currently proposed to be conducted by Cartesian or its Subsidiary, (b) has any direct or indirect interest in any asset or property, real or personal, tangible or intangible, owned or used by Cartesian or its Subsidiary or (c) any suppliers, vendors or customers of Cartesian or its Subsidiary.

2.29.  Obligations to Comerica Bank

      Neither Cartesian nor its Subsidiary has any liability or obligation of any kind to Comerica Bank, a Michigan banking corporation (“Comerica”), and neither Cartesian nor its Subsidiary has granted a lien or security interest on any of its assets to Comerica to secure any liability or obligation owing by it or any other party to Comerica, other than with respect to or in connection with the credit facilities made available to Cartesian by the United States Small Business Administration through Comerica, as described in Section 2.29 of the Cartesian Disclosure Schedule.

2.30.  Intercompany Accounts

      As at the Closing Date, upon consummation of the transactions contemplated by this Agreement, there will be no intercompany balances, charges or loans between Cartesian and any Cartesian Shareholder or any affiliate of any Cartesian Shareholder. Section 2.30 of the Cartesian Disclosure Schedule identifies the intercompany balances, charges or loans outstanding as of the date of this Agreement between Cartesian and any Cartesian Shareholder or any affiliate of any Cartesian Shareholder.

2.31.  Revision of Certain Agreements

      Prior to the date of this Agreement, Cartesian entered into (a) a Technology Transfer and License Agreement with Biodot, Inc., a California corporation (“Biodot”), and (b) an Agreement with Biodot regarding the termination of all previous agreements and understandings, both upon terms and conditions satisfactory to Parent, true, correct and complete copies of which have been delivered by Cartesian to Parent.

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2.32.  Voting Agreements

      Each of the Majority Shareholders has executed and delivered a voting agreement, in the form attached as Exhibit 2.32 (collectively, the “Voting Agreements”), with respect to the voting of all shares of Cartesian Common Stock owned by him or it (which in the aggregate represents the necessary percentage of voting power of Cartesian to effect the shareholder approval) in favor of the transactions contemplated by this Agreement. Such Voting Agreements are in full force and effect and have not been rescinded, abrogated or canceled in any manner.

2.33.  Registration Statement and Proxy Statement

      None of the information to be supplied by Cartesian or the Cartesian Shareholders for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities Exchange Commission in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (the “Registration Statement”) or (b) the proxy statement to be distributed in connection with Parent’s meeting of stockholders to vote upon this Agreement and the transactions contemplated by this Agreement, and any amendments thereof or supplements thereto (the “Proxy Statement” and, together with the prospectus included in the Registration Statement, the “Joint Proxy Statement/ Prospectus”)) will, in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the meetings of Parent’s stockholders to be held in connection with the transactions contemplated hereby, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meeting of Parent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements, in the light of the circumstances under which they are made, not misleading.

2.34.  Brokers

      Other than Charles C. Dragone (“Dragone”), neither the Cartesian Shareholders, Cartesian or its Subsidiary or any of Cartesian’s or its Subsidiary’s directors, officers or employees has employed any broker, finder, or financial advisor or incurred any liability for any brokerage fee or commission, finder’s fee or financial advisory fee, in connection with the transactions contemplated hereby, nor is there any basis known to either Cartesian or any of the Majority Shareholders for any such fee or commission to be claimed by any person or entity. Cartesian has delivered to Parent a true, correct and complete copy of its agreement with Dragone.

2.35.  Material Facts

      This Agreement, the Cartesian Disclosure Schedule, the other Schedules and the other agreements, documents, certificates or written statements furnished or to be furnished to Parent and/or Acquiring Sub through the Closing Date by or on behalf of Cartesian and/or the Cartesian Shareholders in connection with the transactions contemplated hereby taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein or therein, in light of the circumstances under which they are made, not misleading. There is no fact that is known to Cartesian and/or the Majority Shareholders that have may have a Material Adverse Effect.

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ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

      Each Majority Shareholder, solely on behalf of himself, herself or itself, hereby represents and warrants, severally but not jointly, to Parent and to Acquiring Sub that the following statements are true, complete and correct as of the date of this Agreement and shall be true, complete and correct as of the Effective Time:

3.1.  Power and Authority

      Such Majority Shareholder has full power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which he, she or it is a party and to perform his, her or its obligations hereunder and thereunder. This Agreement constitutes, and the other agreements and instruments to be executed and delivered by such Majority Shareholder pursuant to this Agreement, when executed and delivered in accordance with the terms of this Agreement, will constitute, valid and binding legal obligations of such Majority Shareholder, enforceable against such Majority Shareholder in accordance with its terms, subject to the Enforceability Exceptions.

3.2.  Absence of Violations

      Neither the execution, delivery, performance or compliance of or with this Agreement or any other agreements contemplated herein, nor the consummation of the transactions contemplated herein, will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or other material agreement of such Majority Shareholder, or any rule or regulation of any court or federal, state or foreign regulatory board or body, or administrative agency having jurisdiction over such Majority Shareholder or over his, her or its properties or businesses.

3.3.  Investment Representations

      There are available over the Internet various public filings made by Parent with the Securities and Exchange Commission pursuant to its EDGAR filing requirements (the “GSI Reports”). Such Majority Shareholder has had access to, and has had sufficient time to review and consider, such GSI Reports. Such Majority Shareholder has been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information as such Majority Shareholder has requested in writing to verify the accuracy of the GSI Reports and copies of any exhibits identified in such documents that such Majority Shareholder has requested.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES

      Parent represents and warrants to the Majority Shareholders that the following statements are true, complete and correct as of the date of this Agreement and shall be true, complete and correct as of the Effective Time:

4.1.  Corporate Organization

      Each of Parent and Acquiring Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent and the Acquiring Sub each has full corporate power and authority and all necessary approvals, licenses, permits and authorizations to carry on its business as it is now being conducted and to own, lease and operate its properties and assets. Parent is licensed to do business as a foreign corporation in Michigan.

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4.2.  Power and Authority

      Parent and Acquiring Sub each has full corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder. The Board of Directors of each of Parent and Acquiring Sub has duly authorized the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and, except for the approval of Parent’s stockholders, no other corporate proceedings on the part of Parent or Acquiring Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by Parent and Acquiring Sub of the transactions contemplated hereby. This Agreement constitutes, and the other agreements and instruments to be executed and delivered by Parent and Acquiring Sub pursuant to this Agreement, when executed and delivered in accordance with the terms of this Agreement, will constitute, valid and binding legal obligations of Parent and Acquiring Sub, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.

4.3.  Absence of Violations

      Neither the execution, delivery, performance or compliance of or with this Agreement or any other agreements contemplated herein, nor the consummation of the transactions contemplated herein, will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or other material agreement of Parent or Acquiring Sub, or the Certificate of Incorporation and bylaws of Parent or Acquiring Sub, or any rule or regulation of any court or federal, state or foreign regulatory board or body, or administrative agency having jurisdiction over Parent or Acquiring Sub or over their properties or businesses.

4.4.  Consents

      Except for (a) the filing of the Articles of Merger with the Secretary of State of the State of California and the Secretary of State of the State of Delaware and (b) the required consents set forth on the attached Schedule 4.4, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or agency or any other third party is required on Parent’s or Acquiring Sub’s part in connection with the valid execution and delivery of this Agreement or the consummation of the transactions herein contemplated other than such consents, approvals, authorizations, designations, declarations or filings which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect.

4.5.  Parent Common Stock

      Parent has taken all action necessary to authorize and approve the issuance of the Parent Common Stock to be issued under this Agreement and as of the Effective Time, the Parent Common Stock will be validly issued, fully paid and nonassessable. There are no statutory or contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Parent Common Stock upon consummation of the Merger.

4.6.  Brokers

      Other than Dain Rauscher Wessels, neither Parent, Acquiring Sub nor any of their respective directors, officers or employees has employed any broker, finder, or financial advisor or incurred any liability for any brokerage fee or commission, finder’s fee or financial advisory fee, in connection with the transactions contemplated hereby, nor is there any basis known to either Parent or Acquiring Sub for any such fee or commission to be claimed by any person or entity.

4.7.  Parent Common Stock and SEC Documents

      The Parent Common Stock is listed for trading on NASDAQ National Market System. The Majority Shareholders have had access to a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission since May 5, 2000.

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ARTICLE 5.

COVENANTS

5.1.  Affirmative Covenants Concerning Cartesian

      From the date of this Agreement through the Effective Time, Cartesian covenants and agrees that it will, and it will cause its Subsidiary to, and each Majority Shareholder covenants and agrees that it will cause Cartesian and Cartesian’s Subsidiary to:

5.2.  Negative Covenants Concerning Cartesian

      From the date of this Agreement through the Effective Time, Cartesian covenants and agrees that it will not, and it will not cause its Subsidiary to, and each Majority Shareholder hereby covenants and agrees that,

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5.3.  Competing Transactions

5.4.  Access to Information

      Cartesian will (and the Majority Shareholders will cause Cartesian to) permit Parent, Parent’s affiliates and their respective employees, accountants, legal counsel, financial advisors and other representatives to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Cartesian or its Subsidiary, to such premises, properties, personnel, properties, books, records, contracts, tax records and documents of or pertaining to Cartesian and its Subsidiary as is reasonably requested by or necessary or desirable for Parent in connection with the transactions contemplated by this Agreement.

5.5.  Confidentiality

      The parties will not use, or permit the use of, any of the information relating to any other party furnished to it in connection with the transactions contemplated herein (“Information”) in a manner or for a purpose

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5.6.  Registration Statement and Proxy Statement

      Parent shall file with the Securities and Exchange Commission as soon as is reasonably practicable after the date hereof the Registration Statement and shall use all reasonable efforts to have the Registration Statement declared effective by the Securities and Exchange Commission as promptly as practicable. Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent Common Stock pursuant to this Agreement and shall use all reasonable efforts to obtain required approvals and clearance with respect thereto. The parties shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with the foregoing sentence.

5.7.  Listing

      Parent shall use its reasonable best efforts to effect, at or before the Effective Time, or as soon thereafter as is practicable, authorization for listing on NASDAQ, upon official notice of issuance, of the shares of Parent Common Stock to be issued pursuant to the Merger.

5.8.  Compliance with Securities Act

      Cartesian shall cause each officer, each director and each other person who is an “affiliate,” of Cartesian, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (“Rule 145”), to deliver to Parent, at or prior to the Effective Time a written agreement (an “Affiliate Agreement”) to the effect that such person will not offer to sell, sell or otherwise dispose of any shares of Parent Common Stock issued in the Merger, except, in each case, pursuant to an effective registration statement or in compliance with Rule 145, as amended from time to time, or in a transaction which, in the opinion of legal counsel satisfactory to Parent, is exempt from the registration requirements of the Securities Act.

5.9.  Audited Financial Statements-Compliance with SEC Requirements

      Cartesian will (and the Majority Shareholders will cause Cartesian to) ensure that all of its audited consolidated financial statements are in compliance with the Securities and Exchange Commission requirements, including requirements that such statements be in “SX” format and compliance. Cartesian will (and the Majority Shareholders will cause Cartesian to) obtain the consent of its auditors to the inclusion of audit reports and financial statements with Parent’s Securities and Exchange Commission filings.

5.10.  Payoff of Non-Trade Payables

      Upon consummation of the transactions contemplated by this Agreement, on the Closing Date Parent will provide sufficient funds to Surviving Corporation to enable Surviving Corporation to pay, and Parent shall cause Surviving Corporation to pay, all amounts owed by Cartesian immediately prior to the Effective Time to all third parties for all of its non-trade payable debts as set forth on the attached Schedule 5.10, which Schedule shall be updated by Cartesian and delivered to Parent two business days prior to the Closing, the aggregate amount of which funds shall be referred to in this Agreement as the “Payoff Amount” and shall in no event exceed Two Million Five Hundred Thousand Dollars ($2,500,000).

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5.11.  Seat on Parent’s Board of Directors

      Parent shall nominate Thomas C. Tisone, Ph.D. to a seat on its board of directors for a term that would begin as of the Effective Time and end on the first to occur of the 2004 annual meeting of Parent’s stockholders or May 31, 2004. Concurrently with the Closing, Parent and Mr. Tisone will execute and deliver an Indemnification Agreement (the “Indemnification Agreement”) substantially in the form of other Indemnification Agreements executed by the other members of Parent’s Board of Directors.

5.12.  Further Assurances; Cooperation; Notification

CONDITIONS TO CLOSING

6.1.  Conditions to Obligations of Parent

      Parent’s obligation to consummate the transactions contemplated hereby is subject to satisfaction at or prior to the Effective Time of the following conditions, any of which may be waived in writing by Parent:

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6.2.  Conditions to Obligations of Cartesian and the Majority Shareholders

      The obligation of Cartesian and the Majority Shareholders to consummate the transactions contemplated hereby is subject to satisfaction at or prior to the Effective Time of the following conditions, any of which may be waived in writing by Cartesian and the Majority Shareholders:

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ARTICLE 7.

CLOSING

7.1.  Closing

      The closing (the “Closing”) of the transactions contemplated in this Agreement (the “Closing”) will be held at the offices of Parent, at 4355 Varsity Drive, Ann Arbor, Michigan, 48108, or at such other location as mutually agreed to by the parties, as soon as reasonably possible following the execution and delivery of this Agreement and after the conditions set forth in Article 6 of this Agreement are satisfied. The date on which the Closing is held is referred to in this Agreement as the “Closing Date”. In any event, the Closing shall occur no later than November 30, 2001; provided, however, that if the sole remaining conditions to be satisfied are those set forth in Sections 6.1(a), 6.1(f) and 6.2(e), then such date shall be extended to January 31, 2002 (the “Outside Date”). The due date of the Bridge Loan will be extended by one day for each day that elapses between December 1, 2001, and the Outside Date.

7.2.  Deliveries by Cartesian and Majority Shareholders.

      At the Closing, Cartesian and the Majority Shareholders shall deliver or cause to be delivered to Parent the following:

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7.3.  Deliveries by Parent and Acquiring Sub

      At the Closing, Parent and Acquiring Sub shall deliver or cause to be delivered to Cartesian or the Cartesian Shareholders, as applicable, the following:

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ARTICLE 8.

TERMINATION AND ABANDONMENT

8.1.  Methods of Termination

      This Agreement may be terminated and the transactions contemplated herein may be abandoned in accordance with the following:

8.2.  Procedure Upon Termination

      If this Agreement is terminated pursuant to Section 8.1 above, written notice thereof will forthwith be given to the other party or parties, and the provisions of this Agreement will terminate, and the transactions contemplated hereby will be abandoned, without further action by any party. Except as provided in Section 8.3 below, if this Agreement is terminated as provided in Section 8.1 above: (a) each party will, upon request, redeliver all documents, work papers and other material of any other party (and all copies thereof) relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same; (b) the obligations of the parties contained in Section 5.5 and in this Article 8 shall remain in full force and effect and survive the termination of this Agreement in accordance with its terms; and (c) no party will otherwise have any liability for a breach of any representation, warranty, agreement, covenant or other provision of this Agreement; provided, however, that nothing herein shall relieve any party from liability for the willful or intentional breach of any of its representations and warranties or the willful or intentional breach of any of its covenants or agreements set forth in this Agreement.

8.3.  Termination Fees and Expenses

      If Cartesian shall fail to timely consummate the Closing before the Outside Date, except as permitted under 6.2, then, in addition to any other remedies that Parent may be entitled to, Cartesian shall pay to Parent an amount equal to $1.0 million plus all of Parent’s Expenses (defined below), as evidenced by reasonable documentation. In addition, Parent shall be entitled to pursue specific performance under this Agreement and other remedies available under applicable law. For purposes of this Agreement, the term “Parent’s Expenses” means all reasonable out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to Parent and Acquiring Sub) incurred by Parent and Acquiring Sub, or on their behalf, in connection with or related to the authorization, preparation, negotiation, execution and performance of Parent’s and Acquiring Sub’s obligations pursuant to this Agreement and the consummation of the Merger, the preparation, printing, filing and mailing of the Registration Statement and the Joint Proxy Statement/ Prospectus, the solicitation of stockholder or shareholder approvals, any filings made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if any, and all other matters related to the Closing.

8.4.  Termination Fees and Expenses

      If Parent shall fail to timely consummate the Closing before the Outside Date, except as permitted under 6.1, then, in addition to any other remedies that Cartesian may be entitled to, Parent shall pay to Cartesian an amount equal to $1.0 million, which may be satisfied by offset against amounts due under the Bridge Loan,

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ARTICLE 9.

SURVIVAL AND INDEMNIFICATION

9.1.  Survival

      The representations, warranties and covenants of each of the parties shall survive the Effective Time and continue in full force and effect for a period of one (1) year after the Effective Time; provided, however, that the representations, warranties and covenants of Cartesian and the Majority Shareholders under Sections 2.1, 2.2, 2.3, 2.4, 2.11, 2.15, 2.23, 2.24 and 2.33 shall survive the Effective Time and continue in full force and effect for a period of three (3) years after the Effective Time.

9.2.  Indemnification by Parent

      Parent agrees to indemnify, defend and hold harmless the Majority Shareholders from and against any and all losses, liabilities, obligations, payments, penalties, fines, damages, judgments, costs and expenses, including, without limitation reasonable legal fees and expenses (collectively, “Damages”), which any of them may suffer, incur or become liable for as a result of or in connection with (a) any inaccuracy or misrepresentation in, or breach of, any warranty or covenant of Parent set forth in this Agreement (including the Schedules attached to and made a part of this Agreement), and (b) any breach or failure of Parent to perform any covenant or agreement required to be performed by Parent under this Agreement.

9.3.  Indemnification by Majority Shareholders

      The Majority Shareholders, joint and severally, agree to indemnify, defend and hold harmless Parent, Acquiring Sub, the Surviving Corporation and their respective directors, officers, shareholders, employees, agents, successors and assigns, from and against any and all Damages which any of them may suffer, incur or become liable for as a result of or in connection with (a) any inaccuracy or misrepresentation in, or breach of, any warranty or covenant of Cartesian or the Majority Shareholders set forth in this Agreement (including the Cartesian Disclosure Schedule and any other Schedules attached to and made a part of this Agreement), and (b) any breach or failure of Cartesian and/or the Majority Shareholders to perform any covenant or agreement required to be performed by them under this Agreement. The indemnity obligations of the Majority Shareholders shall be limited to the 1,500,000 shares of Parent Common Stock in escrow pursuant to the Escrow Agreement, provided, that if such stock is released from escrow, the indemnification obligations shall be limited to the sum of $3,000,000.

9.4.  Indemnification De Minimis Threshold

      (a)  Except as expressively provided otherwise herein, and subject to the provisions of Section 9.4(b), neither Parent nor any Majority Shareholder, as the case may be, will be entitled to indemnification under this Agreement unless the aggregate of all claims with respect to matters arising hereunder is more than One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”). When the aggregate amount of all such indemnification claims hereunder equals or exceeds the Threshold Amount, the Parent or the Majority Shareholders, as the case may be, will be entitled to full indemnification of all claims, including the One

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      (b)  Notwithstanding the foregoing, in the case of any untrue representation with respect to which any Majority Shareholder had actual present knowledge at the time of Closing that such representation was untrue, without disclosing such to Parent on or prior to the Closing Date, the Majority Shareholders, jointly and severally, will promptly pay Parent the full indemnification claim without regard to the Threshold Amount set forth in this Section, the indemnification limitation in Section 9.3 or the time limitation set forth in Section 9.1.

9.5.  Claims for Indemnification

      The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification (the “Claimant”). Whenever any claim arises for indemnification hereunder the Claimant will promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party (a “Third Party Claim”), the notice to the Indemnifying Party will specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the Indemnifying Party, except that the Claimant shall have the right to participate in such defense at its own expense; and provided, however that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Claimant shall cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as set forth above, then the Claimant shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as the claim. The Claimant shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Claimant in so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Claimant will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Claimant is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within twenty (20) business days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If timely notice of objection is not delivered or if a claim by an Claimant is admitted in writing by an Indemnifying Party, the Claimant, as a non-exclusive remedy, will have the right to set-off the amount of such claim or award against any amount yet owed, whether due or to become due, by the Claimant or any subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or arrangement or contract to be entered into at the Closing. If the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article 9, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the Damages to which such indemnification relates; provided, however, that the Indemnifying Party shall be subrogated only to the extent of any amount paid by it pursuant to this Article 9 in connection with such Damages.

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9.6.  Representative

      Thomas Tisone (the “Representative”) shall, by virtue of the Merger and the execution of this Agreement by the Majority Shareholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Majority Shareholders (with full power of substitution in the premises) in connection with the indemnity provisions of this Article 9, as they relate to the Majority Shareholders generally, the notice provision of this Agreement, such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including, without limitation, to act as the representative of such Majority Shareholders, to compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement. Parent and the Surviving Corporation and each of their respective affiliates shall be entitled to rely on such appointment and treat such Representative as the duly appointed attorney-in-fact of each Majority Shareholder. Each Majority Shareholder who receives any Parent Common Stock in connection with the Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Parent to enter into this Agreement is based, in part, on the appointment of a representative to act on behalf of the Majority Shareholders.

ARTICLE 10.

MISCELLANEOUS PROVISIONS

10.1.  Expenses

      Subject to Schedule 5.10, each of the parties will bear its own costs, fees and expenses in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including without limitation fees, commissions and expenses payable to brokers, finders, investment bankers, consultants, exchange or transfer agents, attorneys, accountants and other professionals, whether or not the transactions contemplated hereby are consummated.

10.2.  Amendment and Modification

      Subject to applicable law, this Agreement may be amended or modified by the parties hereto at any time prior to the Closing with respect to any of the terms contained herein; provided, however, that all such amendments and modifications must be in writing duly executed by all of the parties.

10.3.  Waiver of Compliance; Consents

      Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the party entitled hereby to such compliance, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No single or partial exercise of a right or remedy will preclude any other or further exercise thereof or of any other right or remedy hereunder. Whenever this Agreement requires or permits the consent by or on behalf of a party, such consent will be given in writing in the same manner as for waivers of compliance.

10.4.  No Third Party Beneficiaries

      Nothing in this Agreement will entitle any person or entity (other than a party hereto and his, her or its respective successors and assigns permitted hereby) to any claim, cause of action, remedy or right of any kind.

10.5.  Notices

      All notices, requests, demands and other communications required or permitted hereunder will be made in writing and will be deemed to have been duly given and effective: (a) on the date of delivery, if delivered personally; (b) on the earlier of the fourth (4th) day after mailing or the date of the return receipt

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                     Higham, McConnell & Dunning LLP

or to such other person or address as either Cartesian or the Majority Shareholders will furnish to the other parties in writing in accordance with this Section.

                     Jaffe, Raitt, Heuer & Weiss

or to such other person or address as either Parent or Acquiring Sub will furnish to the other parties hereto in writing in accordance with this Section.

10.6.  Assignment

      This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned (whether voluntarily, involuntarily, by operation of law or otherwise) by any of the parties without the prior written consent of the other parties, provided, however, that Parent may assign this Agreement upon notice to Cartesian and the Majority Shareholders, in whole or in any part, and from time to time, to a wholly-owned, direct or indirect, subsidiary of Parent, if Parent remains bound hereby.

10.7.  Governing Law

      This Agreement and all legal relations among the parties will be governed by and construed in accordance with the internal substantive laws of the State of Delaware (without regard to principles of conflict of laws that might otherwise apply) as to all matters, including without limitation matters of validity, construction, effect, performance and remedies.

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10.8.  Counterparts, Telecopied Signatures

      This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

10.9.  Headings

      The table of contents and the headings of the sections and Sections of this Agreement are inserted for convenience only and will not constitute a part hereof.

10.10.  Entire Agreement

      The Cartesian Disclosure Schedule, the other Schedules and the Exhibits referred to in this Agreement, together with this Agreement embody the entire agreement and understanding of the parties in respect of the transactions contemplated by this Agreement and together they are referred to as “this Agreement” or the “Agreement”. This Agreement supersedes all prior and contemporaneous oral and written agreements and understandings between the parties with respect to the transaction or transactions contemplated by this Agreement, including the Term Sheet which is hereby terminated.

10.11.  Injunctive Relief

      It is expressly agreed among the parties that monetary damages would be inadequate to compensate a party for any breach by any other party of its covenants in Section 5.2. Accordingly, the parties agree and acknowledge that any such violation or threatened violation will cause irreparable injury to the other and that, in addition to any other remedies which may be available, such party will be entitled to injunctive relief against the threatened breach of Section 5.5 hereof or the continuation of any such breach without the necessity of proving actual damages and may seek specific enforcement of the terms thereof.

10.12.  Attorneys Fees

      If any arbitration, litigation or similar proceedings are brought by any party to enforce any obligation or to pursue any remedy under this Agreement, the party prevailing in any such arbitration, litigation or similar proceedings will be entitled to costs of collection, if any, and reasonable attorneys fees incurred in connection with such proceedings and in collecting or enforcing any award granted therein.

10.13.  Knowledge of Cartesian and the Majority Shareholders

      Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of Cartesian and the Majority Shareholders, such phrase means the actual present knowledge of either one or all of the Majority Shareholders.

10.14.  Arbitration

      In the event of any dispute or controversy arising out of, or relating to, this Agreement, the parties agree to submit such dispute or controversy to binding arbitration. The sole arbitrator shall be selected from the list (the “List”) of arbitrators supplied by the American Arbitration Association (“AAA”) following written request by any party. If the parties to such dispute cannot agree upon an arbitrator within thirty (30) days following receipt of the List by all parties to such arbitration, then any party to the dispute may request, in writing, that AAA appoint an arbitrator within ten (10) days following receipt of such request (the “Arbitrator”). The arbitration shall take place in Orange County, California, if the defendant is Cartesian or any of the Majority Shareholders, or Ann Arbor, Michigan, if the defendant is Parent, at a place mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place determined by the Arbitrator. Such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of AAA then in effect. The parties agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in Orange County, California, if the

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10.15.  Rules of Construction

      Wherever in this Agreement words are used in the masculine or neuter gender, they shall be read and be construed as in the masculine, feminine or neuter gender wherever they would so apply, and vice versa. Wherever words appear in the singular or plural, they shall be read and construed as in the plural or singular, respectively, wherever they would so apply. This Agreement is being entered into by and among competent and sophisticated parties who are experienced in business matters and represented by counsel and other advisors, and has been reviewed by the parties and their counsel and other advisors. Therefore, any ambiguous language in this Agreement will not be construed against any particular party as the drafter of the language.

(Signatures Follow on Next Page)

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      IN WITNESS WHEREOF, the parties have caused this Amended and Restated Agreement and Plan of Merger to be duly executed as of the day and year first above written.

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TABLE OF SCHEDULES AND EXHIBITS

Schedules

      Cartesian Disclosure Schedule

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Exhibit 1.2

FORM OF
CERTIFICATE OF MERGER

     THIS CERTIFICATE OF MERGER (the “Certificate”) is made and entered into as of                    , 2001 by and between Cartesian Technologies, Inc. a California corporation (“Cartesian”) and Cartesian Acquiring Corporation a Delaware corporation (the “Corporation”), pursuant to and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “Delaware Act”) and the General Corporation Law of the State of California (the “California Act” and together with the Delaware Act, the “Acts”).

     Cartesian and the Corporation hereby agree to and do hereby affect the merger of Cartesian with and into the Corporation (the “Merger”) upon the terms and conditions set forth in this Certificate, effective as of the Effective Date (defined below):

     a.     The name and state of formation of each of the constituent entities involved in the Merger are as follows:

     b.     The surviving entity (the “Surviving Entity”) shall be Cartesian Acquiring Corporation, a Delaware corporation.

     c.     Cartesian’s authorized capital stock consists of 10,000,000 shares of common stock, par value $0.01 per share, of which 1,632,103 shares are issued and outstanding. All shares of Cartesian’s common stock are identical and have all the rights, preferences and limitations of shares of common stock stated in the California Act. All holders of Cartesian’s common stock are entitled to vote.

     d.     The Corporation’s authorized capital consists of 3,000 shares of common stock, par value $0.001 per share, of which 100 shares are issued and outstanding. All shares of the Corporation’s common stock are identical and have all the rights, preferences and limitations of shares of common stock stated in the Delaware Act. All holders of the Corporation’s common stock are entitled to vote.

     a.     On the Effective Date, upon consummation of the Merger, Cartesian and the Corporation will cease to exist separately, and Cartesian shall be merged with and

into the Corporation in accordance with the provisions of this Certificate and in accordance with the provisions of the Acts.

     b.     On the Effective Date, upon consummation of the Merger, all of the existing shares of Cartesian’s capital stock shall be surrendered and, shall, by virtue of the Merger and without any action on the part of the shareholders of Cartesian, be converted into and shall represent the right to receive shares of common stock of Genomic Solutions Inc. and cash, as more particularly described in that Agreement and Plan of Merger, dated as of September 6, 2001, between Genomic Solutions Inc., the Corporation, Cartesian, and certain shareholders of Cartesian (the “Plan of Merger”). All of the outstanding shares of the capital stock of Cartesian will be canceled.

     The Certificate of Incorporation and the Bylaws of the Corporation in effect on the Effective Date shall be the Certificate of Incorporation and the Bylaws of the Surviving Entity.

     a.     To cause the Merger to be effective, a copy of this Certificate shall be filed with the Secretary of State of Delaware, with proof of such filing filed with the Secretary of State of California.

     b.     The effective date of the Merger (the “Effective Date”) shall be                    , 2001.

     This Certificate and the Plan of Merger have been approved, adopted, certified, executed and acknowledged in accordance with (a) the requirements of Section 252 the Delaware Act, and (b) Section 1100 et. seq. of the California Act.

     An original, executed copy of this Certificate shall remain on file at the Surviving Entity’s principal place of business, the address of which is c/o Genomic Solutions Inc., 4355 Varsity Drive, Suite E, Ann Arbor, Michigan 48108, and upon request and without cost, the Surviving Entity shall furnish a copy thereof to any shareholder of Cartesian or the Corporation.

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     This Merger is permitted under, and has been effectuated in accordance with, the laws of the States of Delaware and California.

     IN WITNESS WHEREOF, the undersigned have caused this Certificate of Merger to be executed as of                    , 2001.

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Exhibit 1.3(a)

FORM OF ESCROW AGREEMENT

     THIS ESCROW AGREEMENT(the “Agreement”) is made as of                , 2001, by and among GENOMIC SOLUTIONS INC., a Delaware corporation (“GSI”), S&S BETEILIGUNGS GmbH (“S&S”), THOMAS C. TISONE (“T. Tisone”), MICHAEL SURMANIAN (“Surmanian”) (S&S, T. Tisone, and Surmanian are sometimes collectively referred to herein as the “Shareholders”) and                , a                , as escrow agent (“Escrow Agent”). All capitalized terms used, but not otherwise defined, in this Agreement have the same meanings as in the Agreement and Plan of Merger (the “Merger Agreement”), dated           , 2001, to which GSI and the Shareholders are parties, a copy of which (without Exhibits or Schedules) is attached to this Agreement for reference purposes only.

RECITALS:

     A.     Pursuant to the Merger Agreement, Cartesian Technologies, Inc., a California corporation (“Cartesian”), has merged with and into Cartesian Acquiring Corporation, a Delaware corporation (“Acquiring Sub”), with Cartesian’s shareholders receiving shares of GSI’s common stock.

     B.     The Merger Agreement contemplates that certificates representing shares of GSI common stock are to be held in escrow under this Agreement and are to be disbursed in accordance with the provisions of this Agreement.

     NOW, THEREFORE, for and in consideration of the foregoing Recitals, the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereby agree as follows:

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     IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of the date first set forth above.

EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED,                           (“Assignor”) hereby assigns, transfers and sets over to                                          (“Assignee”)                       shares (the “Shares”) of common stock of Genomic Solutions Inc., a Delaware corporation (the “Corporation”), standing in Assignor’s name on the Corporation’s books represented by Certificate No.           .

     Assignor irrevocably appoints                , as Assignor’s attorney-in-fact to transfer the Shares on the Corporation’s books with full power of substitution.

Exhibit 2.32

FORM OF VOTING AGREEMENT

     VOTING AGREEMENT, dated as of September ______, 2001 (this “Agreement”), among those shareholders of Cartesian Technologies, Inc. (the “Company”) listed on Exhibit A hereto (each, a “Shareholder” and, collectively, the “Shareholders”), Genomic Solutions Inc., a Delaware corporation, and Cartesian Acquiring Corporation, a Delaware corporation (“CAP”) (with Genomic Solutions Inc., collectively “GNSL”).

     WHEREAS, each Shareholder beneficially owns the Common Shares, no par value per share, of the Company (“Company Common Shares”) set forth opposite such Shareholder’s name on Exhibit A hereto (all such Company Common Shares, together with any other shares of the Company which any Shareholder hereinafter acquires, are referred to as the “Subject Shares”);

     WHEREAS, GNSL, CAP, the Company and the Shareholders are, simultaneously with the execution hereof, entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

     WHEREAS, the Board of Directors of the Company has adopted the Merger Agreement, approved the transactions contemplated thereby, and recommended to the shareholders of the Company the merger of the Company with and into CAP, pursuant to the Merger Agreement substantially in the form attached as Exhibit B hereto (the “Merger”);

     WHEREAS, the Shareholders and GNSL desire to enter into this Agreement to provide for, among other things, the obligation of the Shareholders to vote their respective Subject Shares to adopt the Merger Agreement and approve the transactions contemplated thereby;

     WHEREAS, each Shareholder acknowledges that GNSL is entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Shareholders set forth in this Agreement; and

     NOW, THEREFORE, in consideration of the foregoing and mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

     SECTION 1.  Covenants of the Shareholders.

     (a)  Voting of the Company Stock. Until the termination of this Agreement, each Shareholder shall do the following:

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Nothing contained in this Agreement shall in any way preclude or in any manner restrict a Shareholder or a Shareholder’s designee who is serving on the Company’s Board of Directors from discharging that Shareholder’s or designee’s fiduciary duties as a director of the Company in accordance with the terms of the Merger Agreement. Each shareholder is executing this Agreement solely in his or her capacity as the record or beneficial owner of the Subject Shares held by such Shareholder.

     (b)  No Inconsistent Agreements. Until the termination of this Agreement, each Shareholder shall not enter into any voting agreement or grant a proxy or power of attorney with respect to the Subject Shares which is inconsistent with this Agreement.

     (c)  Review of Merger Agreement. Each Shareholder acknowledges receipt and review of a copy of the Merger Agreement.

     (d)  Transfer.

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     (e)  No Revocation. The voting agreements contained herein are coupled with an interest and may not be revoked, except by an amendment, modification or termination effected in accordance with the terms of this Agreement.

     SECTION 2.  Additional Covenants of the Shareholders.

     (a)  Acquisition Proposal. Each Shareholder shall not, and shall cause its affiliates (other than the Company), the officers and directors of it and such affiliates, and its and such affiliate’s employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of such Affiliates) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, amalgamation, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, or any purchase or sale of 20% or more of the consolidated assets of the Company, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the total voting power of the Company (or of the surviving or continuing parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by GNSL) being hereinafter referred to as an “Acquisition Proposal”) or (ii) have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition

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Proposal. For the purposes hereof, a “Person” shall mean an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

     SECTION 3.  Representations and Warranties of the Shareholders. Each Shareholder severally represents and warrants to GNSL as follows:

     (a)  Authority. If such Shareholder is an individual, such Shareholder has full legal capacity and authority to enter into this Agreement and all instruments, documents and agreements contemplated hereby to be executed by or on behalf of such Shareholder and to carry out such Shareholder’s obligations hereunder. This Agreement and all instruments, documents and agreements contemplated hereby to be executed by or on behalf of such Shareholder have been or will be at the Closing duly executed and delivered by such Shareholder and constitute, or will constitute, the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder, except to the extent enforceability is limited by applicable bankruptcy, reorganization, insolvency and similar laws from time to time in effect and subject to general principles of equity and judicial discretion.

     (b)  Existence and Power. If such Shareholder is not an individual, that such Shareholder is a validly existing company, duly organized and in good standing under the laws of its jurisdiction of organization. It has all requisite company power and authority to execute and deliver this Agreement.

     (c)  No Conflicts; Approvals. Neither the execution, delivery and performance by such Shareholder of this Agreement, nor the consummation by such Shareholder of the transactions contemplated hereby, will (a) violate, conflict with or result in a breach of any agreement, contract or other instrument to which such Shareholder is a party, (b) violate or conflict with any order, decree, law, rule or regulation applicable to such Shareholder or by which any property or asset of such Shareholder is bound, or (c) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body or Person by such Shareholder.

     (d)  Authorization; Contravention. If such Shareholder is not an individual, that the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have (1) been duly authorized by all necessary corporate action and (2) do not and will not conflict with or result in a violation of, (A) any provision of its certificate of incorporation or bylaws, or similar organizational document, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to it, the Subject Shares or any of its other properties or assets.

     (e)  Binding Effect. If such Shareholder is not an individual, this Agreement constitutes, or when executed and delivered by it will constitute, a valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, by general equity principles, (regardless of whether such

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enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.

     (f)  Ownership. Such Shareholder is the record owner or beneficial owner of the Subject Shares listed beside its name in Exhibit A, free and clear of all liens, security interests, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever except as contemplated by the Merger Agreement or any Transaction Documents set forth therein. As of the date of this Agreement, it does not own beneficially or of record any equity securities of the Company other than the Subject Shares set forth beside its name on Exhibit A. It has not appointed or granted any proxy which is still effective with respect to the Subject Shares. It has sole voting power or power to direct the vote of the Subject Shares set forth beside its name on Exhibit A and on the record date and the date of the Company Shareholders Meeting at which the Merger Agreement, the transactions contemplated thereby, and the Merger shall be presented for approval (or the date of any written consent in lieu thereof), it will have sole voting power or power to direct the vote of all its Subject Shares.

     (g)  Litigation. There is no action, suit, investigation, complaint or other proceeding pending against such Shareholder or, to its knowledge, threatened against it or any other Person that restricts in any material respect or prohibits (or, if successful, would restrict or prohibit) the exercise by such Shareholder or its beneficiary of such Shareholder’s rights hereunder or the performance by such Shareholder of its obligations hereunder.

     SECTION 4. Miscellaneous Provisions.

     (a)  Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (1) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (3) on the seventh business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be given to GNSL at its address stated in the Merger Agreement and all notices to each of the Shareholders shall be given at its address in the register of shareholders of the Company, or, in each case, at any other address as the party may specify for this purpose by notice to the other parties.

     (b)  No Waivers; Remedies; Specific Performance.

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     (c)  Amendment, Etc. No amendment, modification, termination, or waiver of any provision of any this Agreement, and no consent to any departure by any party hereto or GNSL from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by all the Shareholders and GNSL.

     (d)  Successors and Assigns; Third Party Beneficiaries.

     (e)  Scope. References in this Agreement to the Merger Agreement shall not be deemed to include any amendments to the Merger Agreement, unless the parties hereto have agreed in writing to such inclusion.

     (f)  Governing Law. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto, shall be governed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

     (g)  Severability of Provisions. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     (h)  Headings and References. Article and section headings herein are included for the convenience of reference only and do not constitute a part of this Agreement for any other purpose. References to parties, express beneficiaries, articles and sections in this

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Agreement are references to parties to or the express beneficiaries and sections of this Agreement, unless the context shall require otherwise. Any of the terms defined in this Agreement may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use in this Agreement of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

     (i)  Entire Agreement. This Agreement embodies the entire agreement and understanding of the Shareholders and GNSL, and supersedes all prior agreements or understandings, with respect to the subject matters of this Agreement.

     (j)  Survival. Except as otherwise specifically provided in this Agreement, each representation, warranty and covenant of a party contained herein shall remain in full force and effect, notwithstanding any investigation or notice to the contrary or any waiver by any other party or beneficiary of a related condition precedent to the performance by the other party or beneficiary of an obligation under this Agreement. No representation, warranty or covenant shall survive termination of this Agreement pursuant to Section 4(l) below; provided, however, if any party has made a written claim for breach prior to the expiration of any applicable survival period, then in such case the breaching party shall remain liable for any losses resulting from, arising out of or related to the asserted breach.

     (k)  Arbitration. In the event of any dispute or controversy arising out of, or relating to, this Agreement, the parties agree to submit such dispute or controversy to binding arbitration. The sole arbitrator shall be selected from the list (the “List”) of arbitrators supplied by the American Arbitration Association (“AAA”) following written request by any party. If the parties to such dispute cannot agree upon an arbitrator within thirty (30) days following receipt of the List by all parties to such arbitration, then any party to the dispute may request, in writing, that AAA appoint an arbitrator within ten (10) days following receipt of such request (the “Arbitrator”). The arbitration shall take place in Orange County, California, if the defendant is any of the Shareholders, or Ann Arbor, Michigan, if the defendant is GNSL, at a place mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place determined by the Arbitrator. Such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of AAA then in effect. The parties agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in Orange County, California, if the defendant is any of the Shareholders, or Ann Arbor, Michigan, if the defendant is GNSL. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in his Section. Each party hereby waives any right it may have to asset the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy or proceeding arising out of or related to this Agreement. Each party hereby

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authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. The decision of the Arbitrator shall be final and binding on all of the parties to the arbitration, shall be non-appealable and may be enforced by a court of competent jurisdiction. In addition to attorneys’ fees as provided herein, the prevailing party shall be entitled to recover from the non-prevailing party reasonable costs and expenses. The costs and fees of the arbitration shall be paid by the non-prevailing party. The Arbitrator may grant any remedy appropriate including, without limitation, injunctive relief or specific performance. Prior to the appointment of an Arbitrator, any party may seek a temporary restraining order or a preliminary injunction from the Orange County Superior Court, if the defendant is any of the Shareholders, or the appropriate court in Ann Arbor, Michigan, if the defendant is GNSL, which shall be effective until a final decision is rendered by the Arbitrator.

     (l)  Termination. Unless terminated earlier by mutual agreement of the parties, this Agreement shall terminate upon the first to occur of (i) consummation of the transactions contemplated under the Merger Agreement or (ii) the termination of the Merger Agreement pursuant to its terms or (iii) January 31, 2002.

     (m)  Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument.

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     IN WITNESS WHEREOF, the parties have executed and delivered this Voting Agreement as of the date first written above.

[VOTING AGREEMENT]

EXHIBIT A

[VOTING AGREEMENT]

Exhibit 7.2(c)

FORM OF LOCKUP AGREEMENT

     THIS LOCKUP AGREEMENT (this “Agreement”) is executed as of this      day of      , 2001, by the shareholders of Cartesian Technologies, Inc. whose names are set forth on the attached Exhibit A (each a “Securityholder” and collectively, the “Securityholders”), in favor of Genomic Solutions Inc., a Delaware corporation (“GNSL”). All capitalized terms used, but not defined, in this Agreement have the same meanings as in the Merger Agreement (defined below).

     WHEREAS, Cartesian Technologies, Inc., a California corporation (“Cartesian”), Cartesian Acquiring Corporation, a Delaware corporation and wholly owned subsidiary of GNSL (“Cartesian Acquiring”), and GNSL are parties to an Agreement and Plan of Merger, dated September 6, 2001 (as the same may have been or may be amended or supplemented, the “Merger Agreement”);

     WHEREAS, pursuant to the Merger Agreement, Cartesian will merge into Cartesian Acquiring, with Cartesian Acquiring being the surviving corporation;

     WHEREAS, pursuant to the Merger Agreement, GNSL will issue to the Securityholders, as part of the consideration to be paid under the Merger Agreement, shares of GNSL’s common stock, par value of $0.001 per share (the “Shares”);

     WHEREAS, GNSL has required that each of the Securityholders, as the holders of all of the issued and outstanding shares of common stock of Cartesian, enter into this Agreement as a condition to the issuance of shares of GNSL’s common stock in the Merger; and

     WHEREAS, GNSL has also required that each Cartesian optionholder who receives a replacement option to purchase shares of Genomic common stock pursuant to the Merger Agreement execute a replacement option agreement that contains similar restrictions as those set forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the consideration to be given to the Securityholders under the Merger Agreement, each Securityholder hereby agrees as follows, for the benefit of GNSL and its successors and assigns:

     1.     Agreement Not to Sell. Each Securityholder shall not, directly or indirectly, sell, offer to sell, solicit an offer to buy, contract to sell (including, without limitation, any short sale), grant any option to purchase or right to acquire, acquire any option to dispose of, or otherwise transfer or dispose of, or pledge, grant a lien on or otherwise encumber (each, a “Transfer”), all or any part of the Shares for the period that begins on the Closing Date and ends ninety (90) days after the Closing Date (the “Lockup Period”), subject to the provisions set forth in paragraph 3 below.

     2.     Transfer of Shares after Lockup Period. Upon the expiration of the Lockup Period, each Securityholder shall be permitted to Transfer the Shares, subject to the following provisions:

          (a)  For a period of nine (9) months after the expiration of the Lockup Period (the “Extension Period”), no more than eighty thousand seven hundred seventy-two (80,772) shares of GNSL common stock in the aggregate may be Transferred by the Securityholders or by any other holder of Cartesian options (“Optionholders”) in any given calendar month; and

          (b)  for a three (3)-year period following the date of this Agreement, and subject to the limitation in paragraph 2(a) above during the Extension Period, if a Securityholder (which for the purposes of this Section shall include any Optionholder that exercises their options) desires to Transfer in excess of fifty thousand (50,000) shares of GNSL’s common stock (“Common Stock”), other than in an Exempt Transfer (defined in paragraph 3 below), the Securityholder shall give written notice to GNSL of the proposed Transfer, specifying the number of shares proposed to be Transferred and the minimum price and terms upon which the Transfer will be effected. Such minimum price shall not be less than the most recent market closing price for the sale of shares of the Common Stock. GNSL shall have a period of five (5) business days (the “Five-Day Period”) to work with its market makers to assist in effecting an orderly sale of such shares at a price and on terms greater than or equal to the minimum price and terms specified by the Securityholder. If the number of shares proposed to be transferred by the Securityholder are not completely sold through the efforts of GNSL’s market makers on or before expiration of the Five-Day Period, GNSL shall deliver written notice to the Securityholder indicating how many shares are not sold (the “GNSL Notice”). Following receipt of the GNSL Notice, the Securityholder may then sell through the public trading market for the Common Stock the unsold portion of the shares proposed to be transferred in the notice during the next five (5) days following receipt of the GNSL Notice; provided, however that the restrictions contained in this Section 2(b) shall terminate if the trading volume for the Common Stock reported by Nasdaq is greater than one million (1,000,000) shares for twenty (20) consecutive trading days (the “Termination Event”). Promptly following the Termination Event, GNSL shall deliver written notice to each of the Securityholders that the provisions of this Section 2(b) are no longer applicable.

     3.     Exempt Transfers. Notwithstanding paragraph 1 above, each Securityholder may Transfer all or any part of the Shares, so long as such Transfer is an Exempt Transfer. For purposes of this Agreement, an “Exempt Transfer” is a Transfer: (a) to GNSL or the shareholders of GNSL; (b) by will or intestate succession to a Securityholder’s executors, administrators, testamentary trustees, legatees or beneficiaries; (c) to a Securityholder’s immediate family members or to a revocable inter-vivos trust, of which a Securityholder is the grantor, or another entity controlled by such Securityholder formed primarily for estate planning purposes for the benefit of such Securityholder; or (d) to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), so long as the transferor is not a “disqualified person” (as defined in Code Section 4946(a), assuming that all references to “private foundation” or “foundation” in Code Section 4946(a) are interpreted to

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mean the organization in question) with respect to such organization (and/or his spouse, children, grandchildren, parents and/or siblings) (the parties identified in (a), (b), (c) and (d), or any one of them are hereinafter collectively referred to as “Permitted Transferees”). The transferee in any Exempt Transfer shall take the Shares in question subject to the terms of this Agreement. Finally, notwithstanding paragraph 1 above, a Securityholder shall be entitled to pledge the Shares to a secured creditor pursuant to a bona fide loan transaction (but not in connection with any short sale, hedge, collar or other transaction which is not a bona fide loan), provided that the pledgee agrees, in writing, to be bound by the restrictions and obligations set forth in this Agreement.

     4.     Compliance With Securities Laws. Any other provision of this Agreement to the contrary notwithstanding, no Securityholder shall, directly or indirectly, sell, offer to sell, solicit an offer to buy, contract to sell (including without limitation, any short sale), grant any option to purchase or right to acquire, acquire any option to dispose of, or otherwise transfer or dispose of, or pledge, grant a lien on or otherwise encumber, all or any portion of the Shares, unless such Shares are registered pursuant to an effective registration statement under, or except in accordance with an exemption from, all applicable federal and state securities laws. In addition, each Securityholder acknowledges that the Shares may be subject to Rule 145 promulgated under the Act.

     5.     Operation by Securityholders. Each of the Securityholders hereby agrees that during any month prior to expiration of the Extension Period, such Securityholder will not sell more than the number of shares of Common Stock indicated next to such Securityholder’s name on Exhibit A attached hereto.

     6.     Interpretation and Governing Laws. Paragraph headings are for convenience only and are not to be deemed to be part of this instrument. Any reference herein to a person in the singular or the plural or as him, her, it or other like reference, shall also, where the context so requires, be deemed to include the singular or the plural reference, or the masculine, feminine or neuter reference, as the case may be. The laws of the State of Delaware (the laws of which have been selected to govern the Merger Agreement) shall govern all questions as to the validity of this power and the construction of its provisions, without regard to its conflict of laws provisions. Photographic or other facsimile reproductions of this executed document may be relied on by any person to the same extent as though the copy were an original. This Agreement may not be amended unless such amendment is in writing and acknowledged in writing by GNSL. Any waiver of any provision of this Agreement must be in writing, and any such waiver in any one circumstance shall not operate as a waiver in any subsequent or similar circumstance.

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     IN WITNESS WHEREOF, the parties have executed this Lockup Agreement effective as of                , 2001.

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EXHIBIT A

LIST OF SECURITY HOLDERS

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Exhibit 7.2(d)

             , 2001

Cartesian Acquiring Corporation
c/o Genomic Solutions Inc.
4355 Varsity Drive, Suite E
Ann Arbor, Michigan 48108

     Re:     Cartesian Acquiring Corporation

Gentlemen:

     Genomic Solutions Inc., a Delaware corporation (“Parent”), Cartesian Acquiring Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquiring Sub”), Cartesian Technologies, Inc., a California corporation (“Cartesian”), and certain shareholders of Cartesian have entered into an Agreement and Plan of Merger dated as of September 6, 2001 (the “Merger Agreement”), pursuant to which Cartesian is to be merged with and into Acquiring Sub (the “Merger”), and each outstanding share of common stock of Cartesian (“Cartesian Stock”) is to be converted into the right to receive cash and shares of common stock of Parent (“Parent Common Stock”). Capitalized terms not defined herein shall have the meanings ascribed such terms in the Merger Agreement.

     The undersigned has been advised that as of the date the Merger Agreement is submitted to shareholders of Cartesian for approval, the undersigned may be an “affiliate” of Cartesian, as such term is defined for purposes of paragraph (c) of Rule 145 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Execution of this Agreement by the undersigned should not be construed as an admission of “affiliate” status or as a waiver of any rights the undersigned may have to object to any claim that the undersigned is an “affiliate” on or after the date of this Agreement.

     In connection with the Merger, Parent has requested the undersigned to agree, and the undersigned hereby agrees, with Parent as follows:

     Parent has filed a Joint Proxy Statement/Prospectus with Cartesian, pursuant to which the Parent Common Stock to be received by the undersigned pursuant to the Merger will be registered.

     The undersigned understands and agrees that any sales of Parent Common Stock will be made pursuant to an effective registration statement or in compliance with Rule 145, or in a transaction which, in the opinion of legal counsel satisfactory to Parent, is exempt from the registration requirements of the Securities Act, and that stop-transfer instructions to this effect will be given to Parent’s transfer agent with respect to the shares of Parent Common Stock to be received by the undersigned in the Merger, and there will be placed on the certificate representing such stock, or any certificates delivered in substitution therefor, a legend stating in substance:

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     Parent agrees that the above stop-transfer instruction and legend shall be promptly terminated two years following the Effective Time of the Merger.

     Parent agrees and covenants that for so long as is necessary to permit the undersigned to sell the Parent Common Stock pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Parent shall (i) file, on a timely basis, all reports and data required to be filed with the SEC by it pursuant to Section 13 or Section 15 of the Exchange Act, and (ii) furnish to the undersigned upon request a written statement as to whether Parent has complied with such reporting requirements during the 12 months preceding any proposed sale of Parent Common Stock by the undersigned under Rule 145 and Rule 144. Parent represents and warrants to the undersigned that it has filed all reports required to be filed with the SEC under Section 13 or Section 15 of the Exchange Act during the preceding 12 months. Although this letter references sales of Parent Common Stock pursuant to an effective registration statement, the undersigned acknowledges and agrees that Parent has no obligation to file such a registration statement.

Accepted this                      th day
of                    , 2001 by

GENOMIC SOLUTIONS INC.

Exhibit 7.2(e)

FORM OF
EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of           , 2001, by and between CARTESIAN ACQUIRING CORPORATION, a Delaware corporation (the “Company”), and THOMAS C. TISONE, Ph.D. (the “Executive”).

RECITALS:

     A.     Pursuant to an Agreement and Plan of Merger dated September 6, 2001, Cartesian Technologies, Inc., a California corporation (“CTI”), has merged with and into the Company (the “Merger”), with the Company as the surviving corporation.

     B.     Executive was a director, shareholder and officer of CTI.

     C.     As a condition to the consummation of the Merger, the parties have agreed to enter into this Agreement.

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

     (a)  The Company agrees to employ Executive and Executive accepts such employment in Orange County, California, on the terms and subject to the conditions set forth below. During the term of Executive’s employment hereunder, Executive shall serve in an executive capacity as Executive Vice President of the Company and President of Cartesian Acquiring Corporation and shall do and perform diligently all such services, acts and things as are customarily done and performed by an executive of a similar business, together with such other duties as may be requested from time to time by the Company’s Chief Executive Officer or Board of Directors (the “Board”).

     (b)  For his service as an officer and employee of the Company, Executive shall be entitled to the full protection of the applicable indemnification provisions of the Company’s Certificate of Incorporation and Bylaws, as they may be amended from time to time. The Company agrees that Executive will be named as an additional insured under the Company’s Directors’ and Officers’ Errors and Omissions Insurance during his employment hereunder.

     (a) Subject to the provisions for termination provided below, the term of Executive’s employment under this Agreement shall commence on the date of this Agreement and shall continue thereafter for a period of two (2) years.

     Executive shall devote his entire productive time, ability and attention to the Company’s business during the term of this Agreement; however, the expenditure of reasonable amounts of time to various charitable and other community activities, provided the amount of time so devoted does not materially impair, detract or adversely affect the performance of Executive’s duties under this Agreement, shall not be deemed a breach of this Agreement.

     (a)  During the term of this Agreement, the Company shall pay or provide, as the case may be, to Executive the compensation and other benefits and rights set forth in Sections 4, 5 and 6 of this Agreement.

     (b)  Base Compensation. As compensation for the services to be performed hereafter, the Company shall pay to Executive, during his employment hereunder, a base salary (the “Base Salary”) payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly) at the annual rate of One Hundred Eighty-Five Thousand Dollars ($185,000).

     (c)  Annual Salary Increase. Executive’s salary shall be reviewed at least once annually and may be increased upon the recommendation of the Company’s Compensation Committee and the ratification of the Board.

     (d)  Incentive Compensation. The Board, in its sole and absolute discretion, may elect to pay Executive one or more discretionary bonuses, at such times and in such amounts as the Board deems appropriate.

     (e)  Options. Executive shall be granted thirty thousand (30,000) options to purchase shares of Genomic Solutions Inc.’s (“Parent”) common stock (the “Options”) which Options shall vest in three (3) installments of ten thousand (10,000) options per year pursuant to Parent’s 1998 Employee Stock Option Plan (the “Plan”). The term of the Options will be ten (10) years, the exercise price will be the fair market value of the common stock of Parent as of the Closing of the Merger, the Options shall be nonqualified Options and the Options will be evidenced by the standard form of Option Agreement used under the Plan.

     (a)  Insurance. The Company shall provide to Executive life, disability, medical, hospitalization and dental insurance for himself and eligible family members on the same basis as provided to other executive employees of Parent.

     (b)  Benefit Plans. Executive, at his election, may participate, during his employment hereunder, in all retirement plans, 401(K) plans and other benefit plans of the Company generally available from time to time to other executive employees of the Company and for which Executive qualifies under the terms of the plans (and nothing in this Agreement shall or shall be deemed to in any way affect Executive’s right and benefits under any such plan

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except as expressly provided in this Agreement). Executive’s participation in and benefits under any plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan.

     (c)  Annual Vacation. Effective as of January 1 of each year hereunder, Executive shall be entitled to three (3) weeks of paid vacation time for such year. If Executive is unable for any reason to take the total amount of vacation time authorized herein during any year, the vacation time expires and shall not be applied to a subsequent year. Upon any termination of this Agreement for any reason whatsoever, unused paid vacation time to which Executive is entitled to in that year shall be paid on a pro rata basis to Executive within ten (10) days of such termination based on the Base Salary in effect on the effective date of such termination.

     The Company shall reimburse Executive during the term of this Agreement for travel and other expenses reasonably and necessarily incurred by Executive in connection with the Company’s business. Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall reasonably request.

     (a)  Executive’s employment under this Agreement shall terminate upon Executive’s death and may be terminated as follows:

     (b)  For purposes hereof, for “cause” means the material breach of any provision of this Agreement by Executive, or any action of Executive (or Executive’s failure to act), which, in the Board’s reasonable determination, involves malfeasance, fraud, or moral turpitude, which, if generally known, would have a material adverse effect on the Company.

     (a)  If the Company terminates Executive’s employment under this Agreement without “cause” pursuant to Section 7(a)(ii) above, Executive shall be entitled to any unpaid Base Salary, any declared but unpaid bonus and benefits accrued and earned by him under this Agreement through the effective date of such termination, which shall be paid by the Company to Executive immediately upon the effective date of such termination, and the Company shall pay Executive monthly an amount equal to one-twelfth (1/12) of the Base Salary for a period of six

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(6)  months (the “Severance Payment”), payable in accordance with the Company’s usual pay practices. Notwithstanding the foregoing, the Company, in its sole discretion, may elect to make the Severance Payment to Executive in one lump sum due within thirty (30) days after Executive’s termination of employment.

     (b)  If the Company terminates Executive’s employment under this Agreement for “cause” pursuant to Section 7(a)(ii) above, or if Executive voluntarily terminates his employment hereunder, Executive shall be entitled to no further compensation or other benefits under this Agreement, except only as to any unpaid Base Salary, any declared but unpaid bonus and benefits accrued and earned by him hereunder through the effective date of such termination which shall be paid by the Company to Executive immediately upon the effective date of such termination.

     (c)  If the Executive terminates his employment under this Agreement, any unpaid Base Salary, any declared but unpaid bonus and benefits accrued and earned by him hereunder through the effective date of such termination shall be paid by the Company to Executive within seventy-two (72) hours of the effective date of such termination.

     (d)  If Executive dies, Executive’s successors and assigns shall be entitled to a portion of any unpaid Base Salary, any declared but unpaid bonus and benefits accrued and earned by him under this Agreement through the effective date of such termination.

     (e)  Notwithstanding anything to the contrary in this Section 8, the Company’s obligation to pay, and Executive’s right to receive, any compensation under this Section 8 shall terminate upon Executive’s breach of any provision of Section 11 below. In addition, Executive shall promptly forfeit the Severance Payment from the Company under this Section 8 upon Executive’s breach of any provision of Section 11 below.

     If the Company terminates Executive’s employment under this Agreement for “cause”, any options to purchase the Company’s stock, vested or unvested, shall be treated in accordance with the Company’s stock option plan, as amended. If the Company terminates Executive’s employment under this Agreement without “cause”, any option to purchase the Company’s stock may be exercised, but only to the extent it was otherwise exercisable on the termination date, within ninety (90) days after the date Executive’s employment was terminated. If Executive dies, all unexpired options to purchase the Company’s stock shall accelerate and immediately vest and shall accrue as of the date of death and Executive’s successors and assigns shall be entitled to exercise the unexpired options at any time within one year after the date of Executive’s death. Notwithstanding anything to the contrary, such options to purchase the Company’s stock shall be automatically forfeited upon Executive’s breach of any of the provisions of Section 11 below. Any stock option agreements between the Company and Executive shall be amended to conform to the provisions of this Section 9.

     In the event of any acquisition of the Company by means of merger or other form of corporate reorganization in which outstanding shares of the Company are exchanged for securities

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or other consideration issued by the acquiring corporation or its subsidiary (other than a mere reincorporation transaction), a sale, conveyance or disposition of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power is disposed of (other than the Company’s sale of its common stock pursuant to a registration statement filed under the Securities Act of 1933, as amended), the Company shall pay to Executive an amount equal to the sum of (a) the portion of any unpaid Base Salary, any declared but unpaid bonus and benefits accrued and earned by Executive under this Agreement through the effective date of such change in control; and (b) an amount equal to six (6) months of Executive’s Base Salary. In addition, all unexpired stock options granted to Executive at least six (6) months prior to the change of control shall immediately vest and become fully exercisable. Notwithstanding the foregoing, if Executive remains employed by the Company or is retained by the acquiring company, Executive shall not receive the benefits provided in subsections (a) and (b) of this Section 10, but shall receive an amount equal to three (3) months of Executive’s Base Salary and all unexpired stock options granted at least six (6) months prior to the change of control shall immediately vest and become fully exercisable. Any stock option agreements between the Company and Executive shall be amended to conform to the provisions of this Section 10.

11.   Confidentiality. Executive acknowledges the Company’s reliance on and expectation of Executive’s continued commitment to the performance of his duties and responsibilities under this Agreement. In light of such reliance and expectation on the Company’s part, Executive agrees that:

     (a)  Executive executed a separate Confidentiality Agreement upon commencing employment with the Company and hereby incorporates the duties and obligations of Executive under such Confidentiality Agreement hereto.

     (b)  Executive agrees and understands that upon breach of Section 11(a), any Severance Payment or payment of benefits due to Executive shall terminate immediately.

     (c)  Executive agrees and understands that the remedy at law for any breach by him of this Section 11 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of Executive’s violation of any legally enforceable provision of this Section 11, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 11 shall be deemed to limit the Company’s remedies at law or in equity for any breach by Executive of any of the provisions of this Section 11 that may be pursued or availed of by the Company.

     Executive represents and warrants that he is not a party to any agreements, contracts, understandings or arrangements, whether written or oral, in effect which would prevent him from rendering exclusive services to the Company during the term hereof, and that he has not made and will not make any commitment to do any act in conflict with this Agreement.

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     In the event of any dispute or controversy arising out of, or relating to, this Agreement, the parties agree to submit such dispute or controversy to binding arbitration. The sole arbitrator shall be selected from the list (the “List”) of arbitrators supplied by the American Arbitration Association (“AAA”) following written request by any party. If the parties to such dispute cannot agree upon an arbitrator within thirty (30) days following receipt of the List by all parties to such arbitration, then any party to the dispute may request, in writing, that AAA appoint an arbitrator within ten (10) days following receipt of such request (the “Arbitrator”). The arbitration shall take place in Orange County, California, if the defendant is the Executive, or Ann Arbor, Michigan, if the defendant is the Company, at a place mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place determined by the Arbitrator. Such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of AAA then in effect. The parties agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in Orange County, California, if the defendant is the Executive, or Ann Arbor, Michigan, if the defendant is the Company. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in his Section. Each party hereby waives any right it may have to asset the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. The decision of the Arbitrator shall be final and binding on all of the parties to the arbitration, shall be non-appealable and may be enforced by a court of competent jurisdiction. In addition to attorneys’ fees as provided herein, the prevailing party shall be entitled to recover from the non-prevailing party reasonable costs and expenses. The costs and fees of the arbitration shall be paid by the non-prevailing party. The Arbitrator may grant any remedy appropriate including, without limitation, injunctive relief or specific performance. Prior to the appointment of an Arbitrator, any party may seek a temporary restraining order or a preliminary injunction from the Orange County Superior Court, if the defendant is the Executive, or the appropriate court in Ann Arbor, Michigan, if the defendant is the Company, which shall be effective until a final decision is rendered by the Arbitrator.

     All notices, requests, consents and other communications, required or permitted to be given hereunder to be given under this Agreement shall be personally delivered in writing or shall have been deemed duly given when received after it is posted in the United States mail, postage prepaid, registered or certified, return receipt requested addressed as follows:

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

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

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

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

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

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

     (g)  In the event of any arbitration or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses incurred in connection with such arbitration or proceeding, including court costs and reasonable attorneys’ fees, whether or not such arbitration or proceeding is prosecuted to judgment.

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

[Signature Page Follows]

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

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Exhibit 7.2(i)

FORM OF CONFIDENTIALITY AGREEMENT

In consideration of my employment or continued employment by Genomic Solutions Inc. or any of its subsidiaries or affiliates (the “Company”), and of the compensation and other benefits received by me from the Company, I hereby agree as follows:

This agreement supersedes all previous agreements and embodies the entire understanding of the parties with respect to the subject matter hereof.

If any provision of this agreement is held invalid because it conflicts with any statute, judicial decision or for any other reason, such finding shall not invalidate the remainder of this agreement.

This agreement shall be construed in accordance with the laws of the State of Michigan.

Date:

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Exhibit 7.2(k)

FORM OF CONSULTING AGREEMENT

     This Agreement is made as of this            day of 2001, by and between Cartesian Technologies, Inc., a California corporation (“Cartesian”) and                , whose address is                 (“Consultant”).

     The following facts underlie this Agreement:

NOW, THEREFORE, for good and valuable consideration, Cartesian and Consultant agree as follows:

     In Witness Whereof, Consultant and Cartesian have executed this Agreement as of the date and year first above written.

Exhibit 7.2(l)

FORM OF COVENANT NOT TO COMPETE

     THIS COVENANT NOT TO COMPETE (the “Covenant”) is made as of September 6, 2001, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (“Parent”), CARTESIAN ACQUIRING CORPORATION, a Delaware corporation (the “Company”, and together with Parent, the “Covenantees”), and                      (“Covenantor”).

RECITALS:

     A.     Pursuant to an Agreement and Plan of Merger dated September 6, 2001 (the “Merger Agreement”), Cartesian Technologies, Inc., a California corporation (“CTI”), was merged (the “Merger”) with and into the Company, with the Company as the surviving corporation.

     B.     CTI was, and the Company will be, engaged in the business of the development of instrumentation and consumables for life sciences and pharmaceutical research, including genomic and proteomic related research and drug discovery, combinatorial chemistry, high-throughput screening and, crystallography the (“Business”).

     C.     Covenantor was a director, shareholder and officer of CTI.

     D.     As a condition to the consummation of the Merger, the parties have agreed to enter into this Agreement.

     NOW, THEREFORE, for and in consideration of the foregoing Recitals, the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and adequacy oil ‘which are acknowledged, the parties agree as follows:

     1.     Covenantor covenants, warrants and agrees, for the benefit of Covenantees, and their subsidiaries, successors and assigns (collectively, the “Covenant Beneficiaries”), that without first obtaining Covenantees’ express written consent, which may be granted or withheld in Covenantees’ sole and absolute discretion, Covenantor shall not, either directly or indirectly:

As used in this Covenant, the term “Confidential Information” means any and all confidential or proprietary information, regardless of nature or kind, which in any way is related to or concerns the Company or the Business (including, without limitation, information relating to the Company’s trade secrets, marketing strategies, methods of operation, machinery, equipment, distribution processes, sources of supplies, operating and other cost data, customer lists and customer contacts, agreements and their terms and conditions, and any other information which is not generally known), whether disclosed orally or in writing, and whether learned, acquired or known by Covenantor prior to or after the date of this Covenant, except that which Covenantor can demonstrate: (a) prior to the date of this Covenant, (i) was generally publicly available, or (ii) was in Covenantor’s possession from a source other than Covenantees, the Company, their affiliates or any of their respective attorneys, accountants, employees or agents, or (b) after the date of this Covenant, (i) becomes publicly available without fault of or action on Covenantor’s part, or (ii) is acquired by Covenantor from a third party, free of any restrictions as to its disclosure.

     2.     The parties intend that the covenants set forth in Section 1 above shall be a series of separate covenants with respect to each of the Covenant Beneficiaries, one for each and every state and county within the Area of Noncompetition. The parties acknowledge and agree that the covenants set forth in Section 1 above are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any covenant set forth in Section 1

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above, or any portion of any such covenant, is invalid or unenforceable, the remainder of the covenants set forth in Section 1 above shall not be affected and shall be given full force and effect, without regard to the invalid covenant or the invalid portion. If any court determines that any covenant set forth in Section 1 above, or any portion of any such covenant, is unenforceable because of its duration or geographic scope, such court shall have the power to reduce such duration or scope, as the case may be, and to enforce such covenant or portion in such reduced form. The parties intend to and hereby confer jurisdiction to enforce the covenants set forth in Section 1 above on the courts of any jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such Jurisdictions hold the covenants set forth in Section 1 above, or any portion of any such covenant, unenforceable by reason of the breadth of such scope or otherwise, it is the parties’ intention that such determination not bar or in any way affect the right of the Covenant Beneficiaries to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions.

     3.     The parties covenant and agree that in the event of a breach or attempted breach of any of the covenants set forth in Section 1 above, in addition to any and all legal and equitable remedies immediately available, such covenants may be enforced by a temporary and/or permanent injunction in an action in equity. The parties acknowledge that the remedy at law for a breach or threatened breach of any of the covenants set forth in Section 1 above would be inadequate.

     4.     This Covenant shall not be assignable by Covenantor but shall be assignable by Covenantees (a) if Covenantees transfer substantially all of their assets related to the Business to a third-party, whether such party is or is not affiliated with Covenantees, or (b) as collateral security to Covenantees’ lenders.

     5.     This Covenant shall be binding on and shall inure to the benefit of the Covenantees, Covenantor, and their respective estates, heirs, personal representatives, successors and assigns.

     6.     This Covenant shall be construed in accordance with and governed by the laws of the State of Michigan, without regard to its conflict of laws principles.

     7.     This Covenant may be executed in counterparts, each of which shall be deemed all original and all of which together shall constitute one instrument. Facsimile or photostatic copies of signatures to this Covenant shall be deemed to be originals and may be relied on to the same extent as the originals.

(remainder of page intentionally left blank)

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     IN WITNESS WHEREOF, the parties have executed this Covenant Not to Compete as of the date first written above.

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