<PAGE>   1
                                                                  EXHIBIT 10.50 


                              EMPLOYMENT AGREEMENT

                  THIS AGREEMENT is made this 29th day of July, 1997, between
IMAGE CONVERSION SYSTEMS, INC., a Delaware corporation, the address of which is
717 West Algonquin Road, Arlington Heights, Illinois 60005 (the "CORPORATION")
and JOHN R. MESSINGER, whose address is 19 Stone Creek Drive, Hawthorne Woods,
IL 60047 ("EMPLOYEE").

                                R E C I T A L S:

                  The Corporation is engaged in the business of photocopying,
imaging, scanning and conversion, related services ancillary to all of the
foregoing and outgrowths thereof.

                   Employee is currently employed by the Corporation as
President and Chief Executive Officer.

                  Concurrently herewith, LASON SYSTEMS, INC. ("LASON") has
acquired all of the issued and outstanding capital stock of the Corporation
pursuant to an Agreement Of Purchase And Sale Of Stock (the "STOCK PURCHASE
AGREEMENT") among the Corporation, Lason, Lason, Inc., a Delaware corporation
("Lason, Inc.") and the shareholders of the Corporation, including the Employee.

                  The Corporation and Lason desire to continue to benefit from
the knowledge and experience of Employee relating to the Corporation's business
by employing Employee as President and Chief Executive Officer of the
Corporation, and Employee desires to continue to serve as President and Chief
Executive Officer of the Corporation, upon the terms and subject to the
conditions set forth herein.

                  THEREFORE, the parties agree as follows:

                  1. ENGAGEMENT OF EMPLOYEE. The Corporation hereby agrees to
continue to employ Employee for the term of this Agreement as set forth in
Paragraph 4 and, during the term of this Agreement, Employee agrees to accept
continued employment with the Corporation and to serve upon the terms and
conditions herein contained as President and Chief Executive Officer of the
Corporation. In such capacity, Employee shall perform the duties and have the
powers customarily incident to the office of a President and Chief Executive
Officer, including, but not limited to, having general responsibility for the
day-to-day management and operations of the Corporation and general supervision
of all subordinate officers, employees and agents of the Corporation. Employee
shall devote his full working time and attention to discharging the duties of
his position. Employee shall report to the Corporation's Chairman of the Board.
In addition, Employee shall perform those additional duties set forth in Exhibit
A attached hereto.





<PAGE>   2



                  2.       COMPENSATION.

                           A.       BASE SALARY. Commencing July 29, 1997, the
                                    Corporation shall pay to Employee a base
                                    salary at the annual rate of $150,000.00 per
                                    year during each year of the term hereof;
                                    provided, however, that effective January 1,
                                    1999, the aforesaid annual salary rate shall
                                    be adjusted to a mutually acceptable amount
                                    but, in no event, shall such base salary
                                    rate be adjusted by a percentage factor of
                                    less than 10% per annum. Such base salary
                                    shall be paid in equal bi-weekly
                                    installments (less appropriate and necessary
                                    withholdings for employment taxes),
                                    commencing on the Corporation's next regular
                                    payday and continuing on the Corporation's
                                    regular payday every other week thereafter
                                    during the term of this Agreement.

                           B.       BONUS.

                                    i.    ICS COMPENSATION PLAN. Employee shall
                                          be paid an annual bonus of $75,000.00
                                          (the "Bonus Payment") pursuant to the
                                          ICS Compensation Plan with adjusted
                                          goals for the post- Lason acquisition
                                          operation of the Corporation in 1997
                                          and for 1998, as set forth on Exhibit
                                          B attached hereto. For 1997, the
                                          payment shall be pro-rated. In 1999,
                                          the Bonus Amount shall be adjusted to
                                          a mutually acceptable amount but, in
                                          no event, shall such Bonus Amount be
                                          adjusted by a percentage factor of
                                          less than 10% per annum.

                                    ii.   LASON STOCK BONUS PLAN. Pursuant to
                                          the Stock Purchase Agreement, in
                                          consideration of the sale of their
                                          shares of Common Stock in the
                                          Corporation to Lason, certain of the
                                          Management Shareholders, as defined in
                                          the Stock Purchase Agreement and
                                          including Employee, received the
                                          consideration specified in Exhibit D
                                          attached hereto comprised of cash and
                                          shares of Common Stock of Lason, Inc.
                                          ("LASON SHARES") in the amounts and
                                          values set forth in Exhibit D.
                                          Employee received the number of shares
                                          of the Lason Shares set forth in
                                          Exhibit D ("EMPLOYEE SHARES").
                                          Pursuant to the Stock Purchase
                                          Agreement, the Employee Shares are
                                          being held in escrow (the "STOCK
                                          PURCHASE ESCROW AGREEMENT") to
                                          facilitate any indemnification owed to
                                          Lason by the Management Shareholders
                                          thereunder.



                                        2

<PAGE>   3




                                          Retention of the Employee Shares by
                                          Employee is subject to the following
                                          bonus plan:


<TABLE>
<CAPTION>
                                                    LASON STOCK BONUS PLAN
                                                    ---------------------- 
---------------------------------------------------------------------------------------------------------------------------
                              97          97           97            98          98           98           98          98
---------------------------------------------------------------------------------------------------------------------------
                           3rd Qtr.    4th Qtr.     Final Six     1st Qtr.    2nd Qtr.     3rd Qtr.     4th Qtr.      Year-
                                                     Months                                                            End
                                                    Year-End
<S>                        <C>         <C>          <C>           <C>         <C>          <C>          <C>           <C>
---------------------------------------------------------------------------------------------------------------------------
% TO EARN                     15%          15%          10%          12%          12%          12%          12%         12%
---------------------------------------------------------------------------------------------------------------------------
OP. INCOME -                 730*         870         1600*         855          930         1010         1100        3895
MAXIMUM
---------------------------------------------------------------------------------------------------------------------------
OP. INCOME -                 630*         750         1380*         700          760          810          900        3170
MINIMUM
---------------------------------------------------------------------------------------------------------------------------
OP. INCOME - BASE            600*         700         1300*         650          700          750          800        2900
</TABLE>


*Amounts shall be prorated based on number of days remaining in third quarter
from and including the commencement date of the Agreement. For example, if the
Agreement commences on August 1, 1997, the Base requirement for the 1997 third
quarter will be 61 divided by 92 times $600,000 or $397,826 and the Base for the
1997 Six Months Year End will be $397,826 plus $700,000 or $1,097,826.

                                            1)    Depending on the amount of the
                                                  Corporation's operating
                                                  income, Employee may earn
                                                  during each of the six (6)
                                                  quarters and the six (6)
                                                  months ended December 31,
                                                  1997, and the twelve (12)
                                                  months ended December 31, 1998
                                                  (hereinafter each a
                                                  "YEAR-END") (in an amount per
                                                  quarter and Year- End shown
                                                  opposite the "% to Earn"): (i)
                                                  100% of his Employee Shares
                                                  earned for that particular
                                                  quarter or year end, and (ii)
                                                  100% of that percentage
                                                  referenced on Exhibit C hereto
                                                  of $3,000,000.00 (the "$3
                                                  MILLION INCENTIVE") earned for
                                                  that particular quarter or
                                                  year end, payable 66-2/3% in
                                                  cash and 33-1/3% in shares of
                                                  Lason, Inc. Common Stock at
                                                  the average closing price for
                                                  the five (5) trading days
                                                  prior to the end of the
                                                  quarter as reported in the
                                                  Wall Street Journal index of
                                                  NASDAQ National Market Issues.
                                                  Employee acknowledges and
                                                  agrees that he is only
                                                  entitled to that percentage
                                                  amount of the $3 Million
                                                  Incentive with the balance
                                                  being distributed among Daniel


                                        3

<PAGE>   4



                                                  Bailey, Jay Hendricks, Michael
                                                  Riley and six other employees
                                                  of the Corporation, as set
                                                  forth on Exhibit C attached
                                                  hereto and incorporated herein
                                                  by reference.

                                            2)    The $3 Million Incentive shall
                                                  become subject to the terms of
                                                  the Stock Purchase Escrow
                                                  Agreement except that the
                                                  shares of Lason, Inc. Common
                                                  Stock ("$3 MILLION INCENTIVE
                                                  SHARES") shall be valued at
                                                  the price set forth is
                                                  Subsection 1 above. The $3
                                                  Million Incentive will be
                                                  determined as soon as
                                                  practicable after the
                                                  applicable quarterly and Year-
                                                  End operating income have been
                                                  determined by Lason, Inc.'s
                                                  Chief Financial Officer in
                                                  accordance with sub-section 10
                                                  below following the end of (i)
                                                  the 1997 fourth quarter; (ii)
                                                  the 1998 second quarter; and
                                                  (iii) the 1998 fourth quarter.
                                                  The cash portion of the $3.0
                                                  Million Incentive shall be
                                                  released from escrow within
                                                  five (5) business days after
                                                  the cash portion has been
                                                  determined if no claim(s) for
                                                  indemnification is pending or
                                                  overtly threatened under the
                                                  Stock Purchase Agreement at
                                                  such time; provided, however,
                                                  if a claim(s) is pending or
                                                  overtly threatened, and is
                                                  quantifiable, and the cash
                                                  portion exceeds such amount,
                                                  the excess cash portion of the
                                                  $3.0 Million Incentive shall
                                                  be released within five (5)
                                                  business days from escrow.

                                            3)    The Employee Shares are
                                                  subject to a 24-month lock-up
                                                  agreement pursuant to the
                                                  Stock Purchase Agreement. Any
                                                  of the $3 Million Incentive
                                                  Shares issued to Employee
                                                  shall also be subject to
                                                  similar lock-up agreements as
                                                  follows: (i) shares of Lason,
                                                  Inc. issued with respect to
                                                  the third and fourth quarters
                                                  and Year-End of 1997--24 month
                                                  lock-up from December 31, 1997
                                                  (the "1997 LOCK-UP"); and (ii)
                                                  shares of Lason, Inc. issued
                                                  with respect to the four
                                                  quarters and Year-End of 1998
                                                  shall be subject to a lock-up
                                                  terminating on the same date
                                                  as the 1997 Lock-Up. At the
                                                  termination of the 1997
                                                  Lock-Up and the subsequent
                                                  lock-up, Employee shall enjoy
                                                  the same registration rights
                                                  viz a viz the $3 Million
                                                  Incentive Shares as he enjoys
                                                  with regard to the Employee
                                                  Shares pursuant to Section 4.6
                                                  of


                                        4

<PAGE>   5



                                                  the Stock Purchase Agreement
                                                  provided that he makes
                                                  investment representations
                                                  substantially similar in form
                                                  and content as those set forth
                                                  in Section 2.31 of the Stock
                                                  Purchase Agreement.

                                            4)    If the Corporation's operating
                                                  income is the Base amount or
                                                  less for any quarter or
                                                  Year-End, Employee shall
                                                  receive none of the % to Earn
                                                  for that quarter or Year-End
                                                  of his Employee Shares or of
                                                  the $3 Million Incentive. Such
                                                  Employee Shares shall be
                                                  re-assigned to Lason, Inc. but
                                                  will not be credited against
                                                  any indemnification amount
                                                  owed to Lason pursuant to the
                                                  Stock Purchase Agreement.

                                            5)    If the Corporation's operating
                                                  income for a quarter or
                                                  Year-End is an amount between
                                                  the Base and the Minimum,
                                                  Employee shall (i) earn that
                                                  proportion of the % to Earn of
                                                  the Employee Shares obtained
                                                  by multiplying the % to Earn
                                                  by the quotient obtained by
                                                  dividing the difference
                                                  between the operating income
                                                  for the quarter or Year-End
                                                  and the Base by the difference
                                                  between the Minimum and the
                                                  Base for that quarter or
                                                  Year-End, respectively, and
                                                  (ii) not earn any of the % to
                                                  Earn of the $3 Million
                                                  Incentive. All Employee Shares
                                                  not earned by Employee for
                                                  such quarter or Year-End shall
                                                  be reassigned to Lason, Inc.
                                                  but will not be credited
                                                  against any indemnification
                                                  amount owed to Lason pursuant
                                                  to the Stock Purchase
                                                  Agreement.

                                            6)    If the Corporation's operating
                                                  income for a quarter or
                                                  Year-End is equal to the
                                                  Minimum for that quarter or
                                                  Year-End, Employee shall (i)
                                                  earn all of the % to Earn of
                                                  the Employee Shares for that
                                                  quarter or Year-End; and (ii)
                                                  not earn any of the % to Earn
                                                  of the $3 Million Incentive.

                                            7)    If the Corporation's operating
                                                  income for a quarter or
                                                  Year-End is an amount between
                                                  the Minimum and the Maximum,
                                                  in addition to earning all of
                                                  the Employee Shares for that
                                                  quarter or Year-End, Employee
                                                  shall earn that proportion of
                                                  the % to Earn of the $3
                                                  Million Incentive obtained by
                                                  multiplying the % to Earn by
                                                  the quotient obtained by
                                                  dividing the difference
                                                  between the operating


                                        5

<PAGE>   6



                                                  income for the quarter or
                                                  Year-End and the Minimum by
                                                  the difference between the
                                                  Minimum and the Maximum for
                                                  that quarter or Year-End,
                                                  respectively.

                                            8)    If the Corporation's operating
                                                  income for the third or fourth
                                                  quarter or Year-End in 1997 is
                                                  an amount between the Minimum
                                                  and the Maximum, that
                                                  proportion of the % to Earn of
                                                  the $3 Million Incentive not
                                                  earned by Employee for such
                                                  quarter or Year-End, as
                                                  provided in Paragraph 7 above,
                                                  shall be added to and evenly
                                                  distributed among the % to
                                                  Earn in the 1998 four quarters
                                                  and Year-End.

                                            9)    If the Corporation's operating
                                                  income for a quarter or
                                                  Year-End is equal to or
                                                  greater than the Maximum for
                                                  that quarter or Year-End,
                                                  Employee shall earn (i) all of
                                                  the % to Earn of the Employee
                                                  Shares for that quarter or
                                                  Year-End and (ii) all of the %
                                                  to Earn of the $3 Million
                                                  Incentive for that quarter or
                                                  Year-End.

                                            10)   Operating income shall mean
                                                  for any quarter or Year-End,
                                                  the operating income of the
                                                  Corporation, determined on a
                                                  stand-alone basis in
                                                  accordance with generally
                                                  accepted accounting principles
                                                  in a manner which is
                                                  materially consistent with the
                                                  Corporation's practices prior
                                                  to its acquisition by Lason
                                                  and including amortization
                                                  expense fixed at $93,000.00
                                                  per quarter, subject to the
                                                  upward adjustments relating to
                                                  amortization and interest
                                                  costs resulting from
                                                  acquisitions as referenced
                                                  below.

                                                  Subject to the ultimate
                                                  governance authority of its
                                                  Board of Directors (i.e., the
                                                  Board of Directors of the
                                                  Corporation, Lason, Lason,
                                                  Inc. or another affiliate, as
                                                  the case may be), in order to
                                                  create no material impediment
                                                  to Employee's opportunity to
                                                  earn the Bonus during the term
                                                  of this Agreement, the
                                                  Corporation whether it remains
                                                  a subsidiary of Lason or is
                                                  merged or consolidated with or
                                                  otherwise transferred to Lason
                                                  or another subsidiary of
                                                  Lason, will be operated in all
                                                  material respects in


                                        6

<PAGE>   7



                                                  a manner consistent with the
                                                  manner in which it was
                                                  operated prior to the
                                                  acquisition of control of the
                                                  Corporation by Lason except
                                                  that: (i) the Corporation will
                                                  participate in Lason's
                                                  centralized accounting, record
                                                  keeping, cash management and
                                                  budgeting process in a fair
                                                  and consistent manner as
                                                  Lason's other divisions and
                                                  subsidiaries; (ii) the
                                                  Corporation will participate
                                                  in Lason's centralized
                                                  purchasing system as may be in
                                                  place from time to time in a
                                                  fair and consistent manner as
                                                  Lason's other divisions and
                                                  subsidiaries; (iii) the
                                                  Corporation will participate
                                                  in other similar centralized
                                                  functions in a fair and
                                                  consistent manner as Lason's
                                                  other divisions and
                                                  subsidiaries; (iv) the
                                                  Corporation will participate
                                                  in Lason's benefit program;
                                                  and (v) the business conducted
                                                  by Corporation prior to the
                                                  acquisition of control by
                                                  Lason will continue to be done
                                                  by Corporation, but if such
                                                  business is diverted to other
                                                  divisions or subsidiaries
                                                  within Lason, Lason will
                                                  fairly credit such business to
                                                  the operating income of
                                                  Corporation. Further, in no
                                                  event will any of the
                                                  corporate overhead of Lason or
                                                  Lason, Inc. be allocated to
                                                  the Corporation (or its
                                                  successor business unit), it
                                                  being agreed that only direct
                                                  costs of the Corporation's (or
                                                  its successor business unit's)
                                                  business shall be so
                                                  attributed. In the event that
                                                  Employee believes that a
                                                  change in operational policy
                                                  will unduly impinge upon his
                                                  opportunity to earn the Bonus
                                                  he and a person or persons
                                                  designated by Lason shall meet
                                                  in order to discuss in good
                                                  faith an equitable resolution
                                                  to Employee's concerns to the
                                                  extent possible and if no such
                                                  resolution can be reached to
                                                  submit its' claim arbitration
                                                  pursuant to Section 6 hereof.

                                                  For the entire approximate 18
                                                  month period during which the
                                                  bonus set forth in
                                                  subparagraph B(ii) is
                                                  calculated, operating income
                                                  shall include up to an
                                                  aggregate of $1,200,000 of the
                                                  operating income of
                                                  acquisitions which are either
                                                  made by the Corporation or
                                                  made by Lason or an affiliate
                                                  but due to the efforts of the
                                                  Corporation's current senior
                                                  management team (i.e., Messrs.
                                                  Messinger, Hendricks, Bailey
                                                  and Riley) for purposes of


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<PAGE>   8



                                                  determining whether Employee
                                                  has earned the % to Earn of
                                                  the Employee Shares or $3
                                                  Million Incentive for any
                                                  quarter or Year-End, but only
                                                  if the Corporation, as a
                                                  result of the acquisition,
                                                  includes, as a deduction in
                                                  determining operating income,
                                                  the good will, amortization
                                                  expense and increased interest
                                                  costs of the acquisition. The
                                                  failure of the Corporation or
                                                  its parent to make an
                                                  acquisition, the decision by
                                                  the Corporation or its parent
                                                  not to pursue an acquisition,
                                                  or the decision by the
                                                  Corporation or its parent to
                                                  structure an acquisition in a
                                                  manner which excludes the
                                                  operating income from
                                                  inclusion in the Corporation's
                                                  operating income, whether
                                                  reasonable or unreasonable or
                                                  with reason or for no reason,
                                                  shall not be used by Employee
                                                  to claim that (i) the
                                                  Corporation's operating income
                                                  is understated as a result of
                                                  such failure or decision; or
                                                  (ii) Employee has been denied
                                                  the opportunity to earn the
                                                  Employee Shares or the $3
                                                  Million Incentive.

                                                  Employee will escrow his
                                                  Employee Shares and his
                                                  portion of the $3 Million
                                                  Incentive with Seyburn, Kahn,
                                                  Ginn, Bess, Deitch and Serlin,
                                                  P.C., counsel to Lason, Inc.
                                                  pursuant to the Stock Purchase
                                                  Escrow Agreement modified to
                                                  include the foregoing, and
                                                  execute assignments separate
                                                  from certificate in blank to
                                                  enable a re-assignment of his
                                                  Employee Shares and the $3
                                                  Million Incentive Shares in
                                                  case such re-assignment is
                                                  required as set forth above.
                                                  For purposes of this
                                                  Agreement, Employee Shares and
                                                  $3 Million Incentive Shares
                                                  include any securities of
                                                  Lason, Inc. issued in addition
                                                  to, in substitution of, or in
                                                  exchange for, any of the
                                                  Employee Shares or $3 Million
                                                  Incentive Shares (whether as a
                                                  distribution in connection
                                                  with any recapitalization,
                                                  reorganization or
                                                  reclassification, a stock
                                                  dividend or otherwise).
                                                  Employee shall promptly
                                                  deliver such securities to the
                                                  Escrow Agent together with
                                                  duly executed forms of
                                                  assignment.

                           C.       BENEFITS. During the term of his Agreement,
                                    Employee shall have the right to receive or
                                    participate in any fringe benefits,
                                    including, but not limited to, personal
                                    days, group term life insurance programs,
                                    disability insurance programs, medical
                                    expense reimbursement plans, flexible
                                    benefit plans, so-called qualified


                                        8

<PAGE>   9



                                    "pension or profit sharing plans," and other
                                    reasonable and customary fringe benefits
                                    which may from time-to-time be made
                                    available by Corporation's Board of
                                    Directors and which shall be generally
                                    comparable to the benefits made available to
                                    all similarly situated executive officers of
                                    any of Lason, Inc. or Lason and its
                                    subsidiaries; provided, however, that the
                                    availability of such benefits is subject to
                                    any applicable eligibility requirement of
                                    each such program. Additionally, for a
                                    period of 18 months from and after the date
                                    of this Agreement, the Corporation shall
                                    provide Employee with a policy of term life
                                    insurance in the amount of $1,848,669
                                    provided that Employee is insurable at
                                    commercially reasonable rates. Further, it
                                    is understood and agreed that compensation
                                    arrangements among the executives of Lason,
                                    Inc., Lason, and its subsidiaries vary and,
                                    accordingly, a particular benefit may not be
                                    made available to Employee even though it is
                                    made available to another executive.

                           D.       RELOCATION EXPENSES. Corporation agrees to
                                    pay to Employee for his relocation expenses
                                    in moving to Lason's headquarters the amount
                                    of $100,000, subject to customary state and
                                    federal tax withholdings. This payment
                                    constitutes the Corporation's sole and
                                    entire obligation with respect to Employee's
                                    relocation expenses. To the extent
                                    Employee's relocation expenses exceed
                                    $100,000, Employee will personally be
                                    responsible for such excess expenses. At his
                                    request, Employee shall be entitled to a
                                    $20,000 advance with regard to such payment.

                                    If within twelve (12) months from the date
                                    of this Agreement, there is a "Change in
                                    Control" (as defined below) of Lason, Inc.,
                                    and, at any time after the Change in
                                    Control, Employee, while still in the employ
                                    Corporation and/or Lason and its affiliates,
                                    is required to relocate to another state
                                    (except for a relocation to Chicago,
                                    Illinois) or is Terminated without Cause (as
                                    that term is defined herein), Employee shall
                                    be paid, in addition to any other amounts
                                    due hereunder, a cash bonus of $100,000. For
                                    the purposes of this paragraph, a "Change in
                                    Control" shall be deemed to have taken place
                                    if (i) a third person (but not Lason, Inc.
                                    or any of its affiliates), including a group
                                    of individuals or entities, becomes a
                                    beneficial owner of shares of Lason, Inc. or
                                    the Corporation having fifty percent (50%)
                                    or more of the total number of votes that
                                    may be cast for the election of directors of
                                    the Lason, Inc. or the Corporation, as the
                                    case may be, or (ii) as a result of, or in
                                    connection with any cash tender or exchange
                                    offer, merger into or with any third party
                                    not including Lason, Inc. or any of its


                                        9

<PAGE>   10



                                    affiliates, consolidation or other business
                                    combination, or sale of assets, or any
                                    combination of the foregoing events, the
                                    persons who are the directors of Lason, Inc.
                                    or the Corporation before the occurrence of
                                    such event or events cease to constitute
                                    fifty percent (50%) of the Board of
                                    Directors of Lason, Inc. or Corporation, as
                                    the case may be.

                  3. GRANT OF OPTION. As a key employee of a corporation
controlled by Lason, Employee shall be eligible to participate in the Lason,
Inc. 1995 Stock Option Plan (the "PLAN") pursuant to the terms and conditions of
an Employee Stock Option Agreement entered into between Employee and Lason, Inc.
on this date (the "STOCK OPTION AGREEMENT"). Subject to the terms and conditions
of the Plan and the Stock Option Agreement: (i) Employee has been granted the
right and option (the "OPTION") to purchase up to 15,000 shares of Common Stock
of Lason, Inc. (the "OPTION SHARES") at an option price equal to $27.1875 per
share of Common Stock (the fair market value of the Shares of Common Stock of
Lason, Inc. as determined by the Board of Directors of Lason, Inc. in accordance
with generally accepted accounting principles on the date of this Agreement;
(ii) Employee may only exercise his Option to purchase Option Shares to the
extent that such Option Shares have vested and become exercisable with respect
to such Option Shares in accordance with the terms and conditions of the Stock
Option Agreement; and (iii) the Option Shares shall vest and become exercisable
in accordance with the following schedule, if as of each such date Employee is
still employed by the Corporation:

                                                       CUMULATIVE PERCENTAGE OF
                                                             OPTION SHARES
                           DATE                         VESTED AND EXERCISABLE
                       -------------                   ------------------------

                       July 29, 1998                              20%
                       July 29, 1999                              40%
                       July 29, 2000                              60%
                       July 29, 2001                              80%
                       July 29, 2002                              100%

                  4. TERM AND TERMINATION. The term of this Agreement shall be
for two (2) years from July 29, 1997 to July 29, 1999 unless sooner terminated
for "Cause." The term of this Agreement shall be automatically extended for an
additional period of one (1) year if the Company shall have given notice to
Employee of its intent to extend such term. Such notice, to be effective, is to
be given not less than ninety (90) days prior to the last day of the term. In
the event the Company provides notice of extension to Employee, Employee's base
salary and other compensation will be increased in an amount mutually agreed to
by the Corporation and Employee.

                  For the purposes hereof, "CAUSE" shall mean:

                       A.      Employee shall have materially breached his
                               lawful duties to Corporation or any material
                               written rules, regulations or policies of
                               Corporation now existing or hereafter arising,
                               which breach shall


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<PAGE>   11



                               remain unremedied for a period of 30 days after
                               Employee's receipt of written notice thereof
                               describing the breach in reasonable detail or
                               shall have acted with gross negligence or with
                               willful misconduct in the performance of his
                               material duties under this Agreement.

                       B.      Employee shall have been convicted of a violation
                               of a felony or any law involving moral turpitude;

                       C.      Employee shall have embezzled or otherwise
                               misappropriated any property belonging to
                               Corporation;

                       D.      Employee shall have performed such other
                               commissions or omissions of a kind or nature
                               substantially similar to those enumerated in
                               subsections a, b, or c above, which commission or
                               omission seriously harms Corporation or the
                               employment relation of Corporation and Employee,
                               and which commission or omission shall remain
                               unremedied for a period of 30 days after
                               Employee's receipt of written notice thereof
                               describing the commission or omission in
                               reasonable detail; or

                       E.      Employee dies or becomes unable to perform his
                               duties as contained in this Agreement
                               ("DISABILITY") for a period of twelve (12)
                               consecutive weeks.

                  In the event that Employee quits his employment for other than
Good Reason (as defined below) or is terminated for Cause as set forth above,
then, and in that event, Employee shall be entitled to receive his base pay and
Bonus described in Paragraphs 2B(i) and (ii) and fringe benefits only through
the end of the week of termination but, in all events, including accrued bonus
amounts through the week of termination. "Good Reason" is defined as the
assignment to Employee (without his express written consent) of duties
materially inconsistent with and inferior to Employee's duties as set forth in
Paragraph 1 above or a required relocation by Employee to another state, other
than to the Chicago metropolitan area, which relocation is unacceptable to
Employee.

                  Notwithstanding the foregoing, in the event that Employee's
termination for Cause is occasioned by his Disability as defined in E above,
Employee shall be paid the Bonus described in Paragraph 2B(i) and (ii) for the
shorter of (i) one (1) additional quarter past the quarter in which his
Disability was established or (ii) the remaining term of the Agreement.

                  In the event that Employee is terminated by Corporation other
than for Cause or quits his employment for Good Reason, Employee shall be paid
his salary, the Bonus described in Paragraph 2B(i) if earned pursuant to
Paragraph 2B(i) during the applicable six-month term and fringe benefits at the
level in effect immediately prior to the giving of notice of termination for six
months following termination, and shall be paid the Bonus described in Paragraph
2B(ii) if earned pursuant to Paragraph 2B(ii) during the remaining term of the
Agreement.


                                       11

<PAGE>   12



                  5.   NON-COMPETITION/CONFIDENTIALITY.

                       A.      NON-COMPETITION AND SOLICITATION. Subject to
                               Section 4, in consideration of: (i) the
                               compensation described in this Agreement; and
                               (ii) the economic benefits accruing to Employee
                               under the Stock Purchase Agreement, Employee
                               agrees that while he is employed by Corporation
                               and for the two (2) year period following the
                               conclusion of his employment with the Corporation
                               (the "NON-COMPETE PERIOD"), Employee shall not,
                               either directly or indirectly (and whether or not
                               for compensation), work for, be employed by, own,
                               participate or engage in, or have any interest
                               in, any person, firm, entity, partnership,
                               limited partnership, limited liability company,
                               corporation or business (whether as an employee,
                               owner, partner, member, shareholder, officer,
                               director, agent, creditor, consultant or in any
                               capacity which calls for the rendering of
                               personal services, advice, acts of management,
                               operation or control) which is substantially the
                               same as or competitive with the activities
                               engaged in by Corporation or Lason, including but
                               not limited to the following: photocopying,
                               imaging, scanning and conversion, related
                               services ancillary to all of the foregoing and
                               outgrowths thereof (the "BUSINESS") so long as
                               Corporation or Lason shall, directly or
                               indirectly, be engaged in such activity in the
                               following states: Arkansas, California,
                               Connecticut, Delaware, Florida, Georgia, Idaho,
                               Illinois, Indiana, Kansas, Kentucky, Louisiana,
                               Massachusetts, Michigan, Minnesota, Missouri, New
                               Jersey, New York, Ohio, Oklahoma, Rhode Island,
                               South Carolina, Tennessee, Texas, Vermont and
                               Virginia (the "RESTRICTED TERRITORY"). The
                               foregoing shall not, however, be deemed to
                               prevent Employee and the Shareholders named in
                               the Stock Purchase Agreement from individually
                               and collectively owning in the aggregate up to 5%
                               of the securities of any corporation the shares
                               of which are traded on a securities exchange or
                               in the over-the-counter market.

                               Notwithstanding the above, in the event Employee
                               is terminated other than for Cause or Employee
                               terminates for Good Reason, the foregoing
                               restrictions shall not apply.

                               Employee further agrees that he shall directly or
                               indirectly, at any time during the Non-Compete
                               Period: (i) divert or attempt to divert from
                               Corporation or Lason any Business whether in the
                               Restricted Territory or not: (ii) solicit,
                               contact, call upon or attempt to solicit, or
                               provide services to, any of Corporation's or
                               Lason's customers, suppliers or actively sought
                               potential customers or suppliers for the purpose
                               of doing anything within the definition of the
                               Business or any work reasonably related to the
                               Business whether in the Restricted Territory or
                               not; or (iii) induce or attempt to induce any


                                       12

<PAGE>   13



                               person who is an employee of Corporation or Lason
                               to leave the employ of Corporation or Lason.

                       B.      CONFIDENTIALITY. During the Non-Compete Period,
                               Employee shall keep secret and inviolate and
                               shall not divulge, communicate, use to the
                               detriment of Corporation or Lason or for the
                               benefit of any other person or persons or misuse
                               in any way any knowledge or information of the
                               confidential nature, including, without
                               limitation, all trade secrets, information,
                               computer programs, technical data, customer lists
                               and unpublished matters relating to the business,
                               assets, accounts, books, records, customers and
                               contracts of Corporation or Lason which he may
                               know as a result of his association with and
                               which is unique to Corporation or Lason
                               ("CONFIDENTIAL INFORMATION"). Employee may
                               disclose Confidential Information if required by
                               any judicial or governmental request, requirement
                               or order; provided that Employee will take
                               reasonable steps to give Corporation and Lason
                               sufficient prior notice in order to contest such
                               request, requirement or order.

                       C.      REMEDIES. Employee has had knowledge of the
                               affairs, trade secrets, customers, potential
                               customers and other proprietary information of
                               Corporation and Lason, and Employee acknowledges
                               and agrees that compliance with the covenants set
                               forth in this Paragraph 5 is necessary for the
                               protection of the Business, good will and other
                               proprietary interests of Corporation and Lason
                               and that violation of this Paragraph 5 will cause
                               severe and irreparable injury to the Business and
                               good will of Corporation and Lason, which injury
                               is not compensable by money damages. Accordingly,
                               in the event of a breach (or threatened or
                               attempted breach) of this Paragraph 5,
                               Corporation and Lason shall, in addition to any
                               other rights and remedies, be entitled to
                               immediate appropriate injunctive relief or a
                               decree of specific performance, without the
                               necessity of showing any irreparable injury or
                               special damages.

                  If, in any judicial proceeding, a court shall refuse to
enforce any of the covenants included herein, then said unenforceable
covenant(s) shall be deemed eliminated from these provisions for the purpose of
those proceedings to the extent necessary to permit the remaining separate
covenants to be enforced. It is the intent and agreement of Lason and Employee
that these covenants be given the maximum force, effect and application
permissible under law.

                  The provisions of this Paragraph 5 shall survive the
termination of this Agreement.

                  6. ARBITRATION. If there is a disagreement(s) as to any of the
terms of this Agreement, including without limitation any disagreement relating
to the determination of operating income under Section 2.B.ii.(10), Employee
and/or Corporation shall provide notice to


                                       13

<PAGE>   14



the other of the disagreement. Following receipt of such notice, Employee and
Corporation agree to meet and attempt, in good faith, to resolve such
disagreement. If Employee and Corporation are unable to resolve the disagreement
to their mutual satisfaction within 10 business days from the notice, Employee
or Corporation, as applicable, shall each appoint within 5 business days an
arbitrator, and the two arbitrators so appointed shall appoint a third
arbitrator. If said two arbitrators cannot agree on the selection of a third
arbitrator within the next 10 business days, then either Employee or
Corporation, as applicable, shall be entitled to apply to the American
Arbitration Association sitting in the Chicago metropolitan area for the
selection of a third arbitrator who shall then participate in such arbitration
proceedings, and who shall be selected from a list of arbitrators possessing the
qualifications set forth below. Any arbitrator appointed pursuant to this
Section 6 shall be a qualified expert with generally recognized current
competence in employment matters. Except as otherwise provided herein, such
arbitration shall be conducted at Chicago, Illinois in accordance with the then
applicable Commercial Arbitration Rules of the American Arbitration Association.

         Within 30 business days of the date of selection of the last of the
arbitrators to be selected by the foregoing procedure, the arbitrators shall
furnish the parties with their written determination. Such written determination
shall be certified and signed by at least a majority of the arbitrators, and
shall be final and binding on the parties. Judgment may be entered on any award
rendered by the arbitrators in any federal or state court having jurisdiction
over the parties. Each of Employee or Corporation, as applicable, shall pay the
arbitrator selected by it, and the costs of the third arbitrator shall be paid
1/2 by Employee and 1/2 by Corporation, as applicable.

         It is understood and agreed that all claims under this Agreement shall
be resolved pursuant to arbitration as provided herein, however, in all cases
involving enforcement of a covenant not to compete or a confidentiality
agreement, if after attempting to resolve any such claim through good faith
negotiations as provided above, if a party in good faith believes that
resolution of its claim through good faith negotiations as provided above, will
require equitable relief, it may file suit in a court of competent jurisdiction
in lieu of arbitration.

                  7. MISCELLANEOUS. Neither party shall assign its or his rights
and obligations hereunder, except that Corporation may assign its rights and
obligations hereunder to Lason or an affiliate of Lason with the consent of
Employee, which consent shall not be unreasonably withheld. Subject to the
foregoing, all of the terms and conditions of this Agreement shall be binding
upon and shall inure to the benefit of the heirs, successors, administrators,
legal representatives and assigns, as the case may be, of the parties hereto.
Notwithstanding the above, however, Lason and its affiliates may merge
Corporation into Lason and/or its affiliates at any time without the consent of
Employee.

                  8. PARTIAL INVALIDITY. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable
in any manner, the remaining provisions of this Agreement shall nonetheless
continue in full force and effect without being impaired or invalidated in any
way. In addition, if any provision of this Agreement may be modified by a court
of competent jurisdiction such that it may be enforced, then that provision
shall be so modified and as modified shall be fully enforced.



                                       14

<PAGE>   15



                  9. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein, supersedes all prior and contemporaneous agreements, consulting
agreements, understandings and negotiations, and any and all employment
agreement(s) between Corporation and Employee dated prior to the date hereof;
and no evidence of prior or contemporaneous agreements, understandings and
negotiations shall govern or be used to construe or modify this Agreement.
Except as provided in this Agreement, no modification or alteration hereof shall
be deemed effective unless in writing and signed by the parties hereto. Neither
this Agreement nor any of its provisions may be changed, waived, or discharged
orally, but only by an instrument duly signed by the party against which
enforcement of the change, waiver, or discharge is sought.

                  10. NOTICES. Any notice, consent, approval or other
communication given pursuant to the provisions of this Agreement shall be in
writing and shall be (i) mailed by certified mail or registered mail, return
receipt requested, postage prepaid, or (ii) delivered by a nationally recognized
overnight courier, U.S. Post Office Express Mail, or similar overnight courier
which delivers only upon signed receipt of the addressee, and addressed as
follows:


                  TO EMPLOYEE AT:            JOHN R. MESSINGER
                                             19 Stone Creek Drive
                                             Hawthorne Woods, IL 60047

                  WITH A COPY TO:            EDWIN D. MASON, ESQ.
                                             Foley & Lardner
                                             One IBM Plaza - Suite 3300
                                             330 N. Wabash Avenue
                                             Chicago, Illinois 60611-3608

                  TO BUYER AT:               LASON SYSTEMS, INC.
                                             1305 Stephenson Highway
                                             Troy, Michigan 48084
                                             Attn: Gary L. Monroe, President and
                                                   Chief Executive Officer

                  WITH A COPY TO:            LAURENCE B. DEITCH, ESQ.
                                             Seyburn, Kahn, Ginn, Bess, Deitch 
                                             and Serlin
                                             2000 Town Center, Suite 1500
                                             Southfield, Michigan 48075-1195

The time of the giving of any notice shall be the time of receipt thereof by the
addressee or any agent of the addressee, except that in the event the addressee
or such agent of the addressee shall refuse to receive any notice given by
registered mail or certified mail as above provided or there shall be no person
available at the time of the delivery thereof to receive such notice, the time
of the giving of such notice shall be the time of such refusal or the time of
such delivery, as the case may be. Any party hereto may, by giving five (5) days
written notice to the other party hereto, designate any other address in
substitution of the foregoing address to which notice shall be given.

                  11. CHOICE OF LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without giving
effect to any choice of law or conflict provision or rule, whether of the State
of Illinois (or any other jurisdiction) that would


                                       15

<PAGE>   16



cause the laws of any jurisdiction other than the State of Illinois to be
applied. In furtherance of the foregoing, the internal law of the State of
Illinois will control the interpretation and construction of this Agreement,
even if under such jurisdiction's choice of law or conflict of law or analysis,
the substantive law of some other jurisdiction would ordinarily apply. Further,
the parties hereto agree that jurisdiction and venue shall properly lie in the
courts of the State of Illinois or in the United States District Court for the
Northern District of Illinois.

                  12. HEADINGS. The headings in this Agreement are for reference
only and shall not limit or otherwise affect any of the terms or provisions
hereof.

                  13. COUNTERPARTS. This Agreement may be executed in two (2) or
more counterparts, each of which shall be considered an original, but all of
which together shall constitute one and the same instrument.

                           [THE REMAINDER OF THIS PAGE
                            INTENTIONALLY LEFT BLANK]



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<PAGE>   17



                  THIS AGREEMENT was executed as of date and year first set
forth above.

                                       "CORPORATION"

                                       IMAGE CONVERSION SYSTEMS, INC.,
                                       a Delaware corporation

                                       By:
                                          --------------------------------------
                                           J.E. HENDRICKS

                                       Its:  CHIEF FINANCIAL OFFICER
                                           -------------------------------------


                                       "EMPLOYEE"



                                       -----------------------------------------
                                        JOHN R. MESSINGER









                                       17