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                                                                   EXHIBIT 10.49

                      AMENDMENT TO STOCK OPTION AGREEMENT

     This AMENDMENT is made this 9th day of October, 1997 by and between,
Lason, Inc., a Delaware corporation (the "Company") and Brian E. Jablonski (the
"Grantee").

     WHEREAS, pursuant to the 1995 Stock Option Plan of Lason, Inc. (the
"Plan"), the Company and Grantee entered into that certain Stock Option
Agreement effective as of May 6, 1996 (the "Agreement"); and

     WHEREAS, the Company has determined that it would be to the advantage and
in the best  interest of the Company and its Shareholders to modify such
Agreement in recognition of Grantee's service as Executive Vice President of
Marketing and Sales of the Company by accelerating the vesting period by
condensing the vesting period to four years from five years and dividing the
Option Shares which would have vested during the fifth year in equal amounts
between the second, third and fourth years.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree to amend the Agreement as
follows:

     1. Acceleration of Vesting/Exercisability.  Section 2.B of the Agreement
is hereby amended and restated in its entirety as follows:

     (B) VESTING/EXERCISABILITY.

            (i)  Purchaser may only exercise his Option to
                 purchase Option Shares to the extent that such Option has
                 vested and become exercisable with respect to such Option
                 Shares.  Except as otherwise provided in Paragraph 2(b)(ii)
                 below, the Option Shares will vest and become exercisable in
                 accordance with the following schedule, if as of each such
                 date the Grantee is still employed by the Company or any of
                 its Subsidiaries:


<TABLE>
<CAPTION>
                                       CUMULATIVE PERCENTAGE
                                     OF OPTION SHARES VESTED
                    DATE                     AND EXERCISABLE
                    ---------------  -----------------------
                    <S>                 <C>
                    October 8, 1996        20.0%
                    October 8, 1997        46.667%
                    October 8, 1998        73.334%
                    October 8, 1999       100.0%
</TABLE>


                  Option Shares which have become vested and exercisable are
                  referred to  herein as "Vested Shares" and all other Option
                  Shares are referred to herein as "Unvested Shares."

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            (ii) Upon the occurrence of a Sale of the Company,
                 each Option shall vest and all Unvested Shares shall become
                 Vested Shares if, but only if, the Grantee thereof is employed
                 by the Company or any of its Subsidiaries on the date of such
                 occurrence.

     2.     Existing Agreement.  Except as modified by this Amendment, the terms
and conditions of the Agreement shall continue in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment upon
the day and year first above written.


GRANTEE:                        COMPANY:

                                Lason, Inc., a Delaware corporation




(S) Brian E. Jablonski          By: (S) Gary L. Monroe
---------------------------         ------------------------------------
Brian E. Jablonski                  Gary L. Monroe
                                    Its:  President and Chief Executive Officer



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