EMPLOYMENT AGREEMENT
 
 
THIS IS AN AGREEMENT dated April 17, 1998 ("Agreement"), between X-RITE,
INCORPORATED, 3100 44th Street, SW, Grandville, Michigan 49418 ("X-Rite"),
and RICHARD E. COOK of 1207 Sorrento Court, Holland, Michigan 49423
("Executive").
 
 
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES
AGREE:
 
 1.  Employment.  X-Rite hereby employs Executive, and Executive hereby
     accepts employment, on the terms and subject to the conditions set
     forth herein.
 
 2.  Term of Agreement.  The term of this Agreement shall commence as of
     the date set forth above, for an initial term commencing June 2, 1998,
     and extending through May 31, 2001.  After expiration of the initial
     term,  Executive's employment shall be annually renewed under the
     terms of Paragraph 6 of this Agreement, unless and until terminated
     pursuant to Paragraph 7 of this Agreement.
 
 3.  Compensation.  During Executive's employment under this Agreement,
     Executive shall be paid an annual salary, annual bonuses, and other
     fringe benefits, as determined from time to time by the Board of
     Directors of X-Rite or a committee thereof, subject to the following:
 
     a.   Salary.  During 1998, Executive's salary hereunder shall be
          $250,000 on an annualized basis.  Salary shall be paid
          periodically in accordance with X-Rite's normal payroll
          practices.
 
     b.   Bonus.  Executive will be entitled to participate in any bonus or
          other incentive compensation program now or hereafter applicable
          to X-Rite's executives; provided, however, that Executive's bonus
          for fiscal 1998 shall be $58,333.
 
     c.   Insurance and Other Fringe Benefits.  Executive shall be offered
          such insurance and other fringe benefits including, but not
          limited to, medical, dental, long term disability, group life
          insurance, and accidental death and dismemberment insurance,
          employee stock purchase plan, and 401(k) retirement plan
          pursuant to X-Rite's plans and policies in effect from time to
          time for its executives.
 
     d.   Vacation.  Executive will be entitled to four weeks vacation and
          will remain at that level until his X-Rite service entitles him
          to additional vacation under X-Rite's normal vacation policy.
 
 
 
 
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     e.   Leased Car Program.  During Executive's employment under this
          Agreement, Executive will be provided an automobile consistent
          with X-Rite's executive automobile program.
 
     f.   Stock Options.  Executive will be entitled to participate in any
          stock option incentive program now or hereafter applicable to
          X-Rite's executives; provided, however, that Executive's stock
          options for fiscal 1998 shall be for 7,500 shares at a strike
          price based upon the closing price for the Company's common stock
          on the day before the commencement of the initial term of this
          Agreement.
 
     g.   Deferred Compensation.  Executive and X-Rite shall enter into a
          Rabbi Trust or equivalent deferred compensation arrangement.
 
 4.  Duties.  Executive shall be employed as President and Chief Operating
     Officer of X-Rite, with duties and responsibilities consistent with
     that office.  During the period of his employment by X-Rite, Executive
     shall devote substantially his entire business time and energy to the
     business and affairs of X-Rite and will use his best efforts to
     perform his duties as an executive of X-Rite.  During the period of
     Executive's employment pursuant to this Agreement, Executive shall not
     be required to relocate or to spend any substantial amount of time
     outside of the area of Western Michigan, except for business travel
     obligations.
 
 5.  Loyalty and Confidentiality.  Executive agrees that during his
     employment pursuant to this Agreement he will not, without the prior
     approval of the Board of Directors of X-Rite, either for himself or on
     behalf of any other person, firm or corporation, directly or
     indirectly divert or attempt to divert from X-Rite any business
     opportunity or business whatsoever, or attempt to negatively influence
     any X-Rite customers or potential X-Rite customers with whom Executive
     may have dealings.  Executive shall forever hold in strictest
     confidence and shall not use or disclose any confidential information,
     technique, process, development, or experimental work, trade secret,
     customer lists, or other secret and confidential matter relating to
     the products, services, sales, employees, or business of X-Rite,
     except as such disclosure or use may be required in connection with
     Executive's work for X-Rite.  Upon termination of his employment with
     X-Rite, Executive shall deliver to X-Rite any and all materials
     relating to X-Rite's business including, without limitation, all
     customer lists, keys, financial information, business notes, business
     plans, credit cards, memoranda, specifications, and documents.
     Executive shall not retain any photocopies or other facsimiles of such
     materials.
 
 6.  Renewal.  At the end of the initial period of employment provided in
     Paragraph 2 of this Agreement, such period of employment shall be
     automatically extended for regular periods of one year each
     (commencing at the end of the previous period whether it be the
     initial period or one of the one-year extension periods) unless either
 
 
 
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     X-Rite or Executive shall notify the other in writing no later than
     ninety (90) days prior to the end of the period then current (whether
     it is the initial period or one of the extension periods) that it or
     he does not choose to extend this period of employment.
 
 7.  Termination.  Notwithstanding the terms of Paragraphs 2 and 6 of this
     Agreement, Executive's employment may be terminated as follows:
 
     a.   Death.  If Executive, while in the employ of X-Rite, shall die
          prior to the expiration of the term of employment, this Agreement
          shall terminate upon Executive's death, which for purposes of
          this Agreement shall be deemed to have occurred on the last day
          of the month in which his death occurs. 
 
     b.   Disability.  If Executive shall be unable to substantially
          perform his duties for a period of nine (9) successive months by
          reason of illness or other similar incapacity or disability, this
          Agreement may be terminated as of the end of any calendar month
          following such nine months by X-Rite, based upon a determination
          that Executive is disabled and by notice in writing to that
          effect to Executive.  Any determination as to whether Executive
          is disabled shall be made by a licensed physician selected by
          agreement of X-Rite and Executive or, if they cannot agree upon a
          physician, then by a majority of a panel of three (3) licensed
          physicians, one selected by X-Rite, one selected by Executive,
          and the third selected by the first two. 
 
     c.   Termination for Cause.  X-Rite shall have the right to terminate
          Executive's employment for "Cause."  For purposes of this
          agreement, "Cause" shall be limited to:
 
          (i)   failure by Executive to substantially perform assigned
                duties consistent with Paragraph 4 above (other than any
                failure resulting from an illness or other similar
                incapacity or disability), or to comply with policies
                applicable to all executives, after a demand for
                substantial performance or compliance is made to Executive
                which specifically identifies the manner in which it is
                alleged that Executive has not substantially performed or
                complied;
 
          (ii)  engaging by Executive in misconduct which is materially
                injurious to X-Rite, monetarily or otherwise; or
 
          (iii) engaging by Executive in conduct involving dishonesty or
                fraud or his conviction of a crime involving moral
                turpitude.
 
     d.   Termination by Executive for Good Reason.  Executive shall have
          the right to terminate his employment with X-Rite for "Good
          Reason" by providing written notice of the termination to X-Rite
          within thirty (30) days of the occurrence of any of the
          following.  For purposes of the Agreement, "Good Reason" shall
          mean:
 
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          (i)   without Executive's express written consent, the assignment
                to Executive of duties materially inconsistent with
                Executive's position, duties, responsibilities and status
                with X-Rite;
 
          (ii)  a reduction by X-Rite in Executive's monthly salary as in
                effect on the date of this Agreement or as the same may be
                increased from time to time;
 
          (iii) the failure by X-Rite to continue in effect any benefit or
                compensation plan, life insurance plan, health and accident
                plan, or disability plan in which Executive is
                participating (or plans providing Executive with
                substantially similar benefits), the taking of any action
                by X-Rite which would adversely affect Executive's
                participation in or materially reduce Executive's benefits
                under any of such plans, or deprive Executive of any
                material fringe benefit enjoyed by Executive, or the
                failure by X-Rite to provide Executive with the number of
                paid vacation days to which Executive is then entitled on
                the basis of years of service with X-Rite in accordance
                with X-Rite's normal vacation policy in effect on the date
                of this Agreement; provided, however, that X-Rite may do
                any of the foregoing in connection with any action that
                affects all executives in substantially the same manner.
 
          (iv)  the failure of X-Rite to obtain the agreement of any
                successor to assume and perform this Agreement as
                contemplated in Paragraph 11 hereof; or 
 
          (v)   a material breach by X-Rite of its obligations under this
                Agreement.
 
     e.   Termination by Notice.  X-Rite and Executive shall each have the
          right to terminate their employment relationship for reasons
          other than those provided above in this Paragraph 7 by giving
          written notice to the other party specifying the date of
          termination.
 
 8.  Severance Pay.  
 
     a.   Severance Pay After Change In Control.  If a change in control of
          X-Rite has occurred, Executive's employment may be terminated by
          written notice to X-Rite at any time within one (1) year after
          such change in control, and Executive shall be entitled to
          receive Severance Pay for the period specified in Subsection 8(e)
          below.  For purposes of this Paragraph 8, a change in control of
          X-Rite shall mean a sale of all or substantially all of the
          assets of X-Rite, a merger or consolidation involving X-Rite
          where X-Rite is not the surviving corporation, or a majority of
          the directors then serving on the Board of Directors of X-Rite
          are not Continuing Directors.  As used herein "Continuing
 
 
 
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          Directors" means directors who are serving at the date of the
          commencement of this Agreement and directors who are subsequently
          nominated by the affirmative vote of two-thirds of all directors
          then holding office.
 
     b.   Severance Pay After Termination By Notice or For "Good Reason."
          If Executive's employment shall be terminated by X-Rite by
          written notice under Subparagraph 7(e) of this Agreement or by
          the provision of ninety (90) days written notice of intent not to
          renew Executive's employment under Paragraph 6 of this Agreement,
          or if Executive's employment is terminated by Executive under
          Subparagraph 7(d) of this Agreement, Executive shall be entitled
          to receive Severance Pay for the period specified in Subsection
          8(e) below. 
 
     c.   Severance Pay After Termination For Cause.  If Executive's
          employment shall be terminated on account of death, disability,
          or cause, or by the Executive by written notice under
          subparagraph 7(e), then X-Rite shall have no severance pay
          obligations to Executive under this Agreement.
 
     d.   Description of Severance Pay.  Severance Pay shall be the
          following:
 
          (i)   monthly severance payments equal to Executive's monthly
                salary for the last full month immediately preceding his
                termination, plus one-twelfth (1/12) of Executive's bonus
                for the calendar year immediately preceding his
                termination;
 
          (ii)  maintenance by X-Rite in full force and effect for the
                continued benefit of Executive, of the hospital/medical
                insurance coverage under X-Rite's current group health
                insurance policy, or the coverage under any subsequent
                group insurance policy or plan as furnished to X-Rite's
                management personnel, or the equivalent of such benefit
                furnished directly to Executive for the entire time period
                required under COBRA;
 
     e.   Severance Payment.  Severance Pay shall be payable for that
          number of whole months remaining between the effective date of
          termination of Executive's employment and the end of the thirty-
          sixth month after the date of this Agreement; provided, however,
          that the payment period shall never be less than twelve (12)
          months.
 
     f.   Mitigation of Severance Benefits.  Executive shall not be
          required to mitigate the amount of any payments of severance
          benefits provided in this Paragraph 8 by seeking other employment
          or otherwise, nor shall the amount of any payment provided in
          this Paragraph 8 be reduced by any compensation earned by
          Executive as a result of his employment with another employer
          after termination, or otherwise.
 
 
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 9.  Covenant Not to Compete.  Executive agrees that during his employment
     pursuant to this Agreement and for a period of two (2) years
     thereafter, Executive shall not: (i) participate directly or
     indirectly, in the ownership, management, financing or control of any
     business which is, or is about to become, a competitor of X-Rite or
     its subsidiaries; (ii) provide consulting services or serve as an
     officer or director for any such business; or (iii) solicit, encourage
     or facilitate employees of X-Rite to terminate their employment with
     X-Rite in favor of any other employer.  Executive is not prohibited by
     this Paragraph, however, from owning stock of any corporation whose
     shares are publicly traded so long as that ownership is in no case
     more than five percent (5%) of such shares of the corporation.
 
10.  Executive Liability Insurance Coverage and Indemnification.  Nothing
     in this Agreement shall deprive Executive, both during and subsequent
     to the termination of his employment pursuant to this Agreement, of
     the benefits of X-Rite's existing or hereafter obtained executive
     liability insurance coverage, subject to the terms and conditions of
     such coverage, nor of any right to indemnification under X-Rite's
     Articles of Incorporation and Bylaws or under any indemnification
     agreement between X-Rite and Executive, subject to the limitations on
     indemnification set forth therein.
 
11.  Successors.  X-Rite shall require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business and/or assets of X-Rite, by
     agreement in form and substance reasonably satisfactory to Executive,
     to expressly assume and agree to perform this Agreement in the same
     manner and to the same extent that X-Rite would be required to perform
     it if no such succession had taken place.  Failure of X-Rite to obtain
     such agreement prior to the effectiveness of any succession shall be a
     breach of this Agreement and shall entitle Executive to compensation
     from X-Rite in the same amount and on the same terms as Executive
     would be entitled hereunder if Executive terminated his employment for
     Good Reason, except that for purposes of implementing the foregoing,
     the date on which any such succession becomes effective shall be
     deemed the date of termination.  As used in this Agreement, "X-Rite"
     shall mean X-Rite and any successor to X-Rite's business and/or assets
     as aforesaid which executed and delivers the agreement provided for in
     this Paragraph 11 or which otherwise becomes bound by all the terms
     and provisions of this Agreement by operation of law.
 
12   Binding Agreement.  This Agreement shall inure to the benefit of and
     be enforceable by the Executive and his heirs and personal
     representatives.  If Executive should die while any amount would still
     be payable to him hereunder if he had continued to live, all such
     amounts, unless otherwise provided herein, shall be paid in accordance
     with the terms of this Agreement to the beneficiary designated by
     Executive in a writing delivered to X-Rite, or if there be no such
     designated beneficiary, to his estate.
 
 
 
 
 
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13.  Notice.  For the purpose of this Agreement, notices and all other
     communications provided for in the Agreement shall be in writing and
     shall be deemed to have been duly given when delivered or mailed by
     United States registered mail, return receipt requested, postage
     prepaid, addressed to Executive at the address set forth on the first
     page of this Agreement, or to X-Rite at its principal executive
     offices to the attention of the Secretary, or to such other address as
     either party may have furnished to the other in writing in accordance
     herewith, except that notice of change of address shall be effective
     only upon receipt.
 
14.  Modification or Waiver.  No provisions of this Agreement may be
     amended, modified, waived, or discharged unless such waiver,
     modification, or discharge is agreed to in writing signed by Executive
     and such officer as may be specifically designated by the Board of
     Directors of X-Rite.  No waiver by either party to this Agreement at
     any time of any breach by the other party hereto of any condition or
     provision of this Agreement to be performed by such other party, nor
     any compliance with any such condition or provision by the party not
     required to so perform, shall be deemed a waiver of similar or
     dissimilar provisions or conditions at that time or at any prior or
     subsequent time.  Failure to insist upon strict compliance with any of
     the terms, covenants or conditions of this Agreement shall not be
     deemed a waiver of such term, covenant or condition, nor shall any
     waiver or relinquishment of any right or power hereunder at any one or
     more times be deemed waiver or relinquishment of such right or power
     at any other time.
 
15.  Governing Law.  This Agreement was entered into in the state of
     Michigan and shall be construed and interpreted in accordance with the
     laws of the state of Michigan as applied to contracts made and to be
     performed in the state of Michigan.  Any action arising out of or to
     enforce this Agreement must be brought in courts in the state of
     Michigan.  The parties consent to the jurisdiction of the courts in
     the state of Michigan and to service of process by registered mail,
     return receipt requested, or by any other manner provided by law.
 
16.  Arbitration.  Except for matters arising pursuant to Section 9 of this
     Agreement, any dispute between the parties with respect to this
     Agreement shall be resolved exclusively by arbitration in accordance
     with the rules for commercial arbitration promulgated by the American
     Arbitration Association.  The arbitration shall be conducted in Grand
     Rapids, Michigan and the award shall be final and binding upon the
     parties and enforceable in any court of competent jurisdiction.
 
17.  Validity.  The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement, which shall remain in full force and
     effect.
 
18.  Miscellaneous.  No agreements or representations, oral or otherwise,
     express or implied, with respect to the specific subject matter hereof
     have been made by either party which are not set forth expressly in
     this Agreement.
 
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     IN WITNESS WHEREOF, X-Rite has caused this Agreement to be executed by
a duly authorized corporate officer and Executive has executed this
Agreement as of the date and year first above written.
 
                              X-RITE, INCORPORATED
 
 
                              By /s/ Ted Thompson
                                -----------------------------------
                                Ted Thompson, Chairman/CEO
 
 
 
                               /s/ Richard E. Cook
                              -------------------------------------

                              Richard E. Cook, Executive