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                                                                   EXHIBIT 2.15



                              DATED 25 MARCH, 1999




                              TRANSACTION AGREEMENT

                                     BETWEEN


                                   LASON, INC.


                                       AND


                                  M-R GROUP PLC

                                                         

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                              TRANSACTION AGREEMENT


         This Agreement is made 25 March, 1999 between:

         (1)      Lason, Inc. of 1305 Stephenson Highway, Troy, Michigan USA,
                  48083 ("Lason"); and

         (2)      M-R Group plc of 47-58 Bastwick Street, London, England, EC1V
                  3PS ("M-R").

         WHEREAS:

         (A)      As at the date hereof Lason has acquired 441 M-R Shares.

         (B)      The Boards of directors of Lason and M-R have reached
                  agreement on terms of the proposed acquisition of the entire
                  issued and to be issued share capital of M-R by Lason (the
                  "Acquisition").

         (C)      It is proposed that the Acquisition will be effected by means
                  of a scheme of arrangement of M-R under Section 425 of the
                  Companies Act.

         IT IS HEREBY AGREED:

         1.       DEFINITIONS AND COMMENCEMENT

                  1.1 In this Agreement (including the Recitals and the
                  Schedules);

                  "Acquisition" has the meaning ascribed thereto in Recital B;

                  "Business Day" means a day (excluding Saturdays and public
                  holidays) on which banks are open for business in London;

                  "Circular" means the circular to be issued by M-R to M-R
                  shareholders pursuant to Section 426 of the Companies Act and
                  the Code setting out details of the Acquisition and the Scheme
                  of Arrangement, certain information about M-R and Lason and
                  containing notices of the Meetings;

                  "Code" means the City Code on Takeovers and Mergers;

                  "Companies Act" means the Companies Act 1985 of Great Britain,
                  as amended;

                  "Conditions" means the conditions to the implementation of the
                  Scheme of Arrangement and the Acquisition set out in Appendix
                  1 of the Press Announcement;


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                  "Consideration Common Stock" means Lason Common Stock to be
                  issued to M-R shareholders as consideration under the Scheme
                  of Arrangement;

                  "Court Meeting" has the meaning ascribed thereto in Clause
                  2.2(a);

                  "Effective Date" means the date on which the Scheme of
                  Arrangement becomes effective in accordance with Section
                  138(2) and Section 425(3) Companies Act;

                  "ESOP" means the M-R Employees' Share Ownership Plan Trust;

                  "Extraordinary General Meeting" means the extraordinary
                  general meeting of M-R shareholders to be held for the
                  purpose, inter alia, of passing any resolution which may be
                  required to implement the Scheme of Arrangement;

                  "Final Court Order" means the order of the High Court
                  sanctioning the Scheme of Arrangement under Section 425 of the
                  Companies Act and confirming any cancellation of the share
                  capital of M-R in connection therewith under Section 137 of
                  the Companies Act;

                  "Final Hearing" means the hearing of the High Court at which
                  the Final Court Order is granted;

                  "High Court" means the High Court of Justice of England and
                  Wales;

                  "Independent Competing Offer" has the meaning given thereto in
                  Clause 7.1(b)(v) hereof;

                  "Lason Common Stock" means shares of common stock of US$0.01
                  par value each in the capital of Lason;

                  "Lason Group" means Lason, its Subsidiaries and its Subsidiary
                  undertakings;

                  "London Stock Exchange" means the London Stock Exchange
                  Limited;

                  "Meetings" means the Court Meeting and the Extraordinary
                  General Meeting;

                  "M-R Group" means M-R, its subsidiaries and its subsidiary
                  undertakings;

                  "M-R Shares" means the ordinary shares of 10 pence each in the
                  capital of M-R;

                  "NASDAQ National Market" means the National Market System on
                  which Lason Common Stock is listed and traded;


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                  "New M-R Shares" means the ordinary shares of 10 pence each in
                  the capital of M-R to be allotted and issued to Lason pursuant
                  to the Scheme of Arrangement;

                  "Offer" has the meaning given thereto in the Code;

                  "Press Announcement" means the joint press announcement to be
                  issued by Lason and M-R in the form attached hereto at
                  Schedule 1;

                  "Panel" means The Panel on Takeovers and Mergers;

                  "Relevant Authority" means any government, government
                  department or governmental, quasi-governmental, supranational,
                  statutory, regulatory, administrative or investigative body,
                  authority (including any national or supranational anti-trust
                  or merger control authorities), court, trade agency,
                  association, institution or professional or environmental body
                  or any other person or body whatsoever in any relevant
                  jurisdiction;

                  "Resolutions" means the resolution to be proposed at the Court
                  Meeting and the resolutions to be proposed at the
                  Extraordinary General Meeting;

                  "Scheme of Arrangement" means the proposed scheme of
                  arrangement under Section 425 of the Companies Act to be set
                  out in the Circular on the terms described in the Press
                  Announcement with any modification, addition or condition
                  approved or imposed by the High Court and approved by Lason
                  and M-R;

                  "Share Option Schemes" means The Microfilm Repographics Share
                  Option Scheme, The M-R Group P.C. 1997 Number 1 Executive
                  Share Option Scheme and The M-R Group P.C. 1997 Number 2
                  Executive Share Option Scheme;

                  "Subsidiary" has the meaning given the Companies Act and
                  Subsidiaries shall be construed accordingly;

                  "Subsidiary undertaking" has the meaning given in the
                  Companies Act and Subsidiary undertakings shall be construed
                  accordingly;

                  "wider Lason Group" means Lason and its subsidiary
                  undertakings and any other undertakings in which Lason and
                  such undertakings (aggregating their interests) have a
                  substantial interest and for these purposes "substantial
                  interest" means a direct or indirect interest in 20 per cent.
                  or more of the equity capital of an undertaking; and

                  "wider M-R Group" means M-R and its subsidiary undertakings
                  and any other undertakings in which M-R and such undertakings
                  (aggregating their interests) have

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                  a substantial interest and for these purposes "substantial
                  interest" means a direct or indirect interest in 20 per cent.
                  or more of the equity capital of an undertaking.

                  1.2      In this Agreement and the Schedules:

                           (a)      reference to any statute or statutory
                                    provision includes a reference to that
                                    statute or statutory provision as amended,
                                    extended or re-enacted and to any
                                    regulation, order, instrument or subordinate
                                    legislation under the relevant statute or
                                    statutory provision;

                           (b)      reference to the singular includes a
                                    reference to the plural and vice versa;

                           (c)      reference to any clause, sub-clause or
                                    schedule is to a clause, subclause or
                                    schedule (as the case may be) of or to this
                                    agreement;

                           (d)      reference to any gender includes a reference
                                    to all other genders;

                           (e)      references to persons include bodies
                                    corporate, unincorporated associations and
                                    partnerships and any reference to any party
                                    who is an individual is also deemed to
                                    include their respective legal personal
                                    representative(s);

                           (f)      references to documents in the agreed form
                                    are to documents in the form of the draft
                                    agreed between the parties and initialed by
                                    the parties for the purposes of
                                    identification; and

                           (g)      all of the Schedules to this Agreement
                                    constitute an integral part hereof.

         2.       SCHEME OF ARRANGEMENT

                  2.1      Each of Lason and M-R agrees to use all reasonable
                           endeavours to achieve satisfaction of each of the
                           Conditions in a manner which is consistent with the
                           timetable set out in Schedule 2. Furthermore each of
                           Lason and M-R agrees to use all reasonable endeavours
                           to ensure that the Scheme of Arrangement involves a
                           reduction of share capital of M-R.

                  2.2      Without prejudice to the generality of Clause 2.1
                           hereof, M-R agrees to use all reasonable endeavours
                           to take the steps set out in (a), (b) (c), (d) and
                           (e) below in order to implement the Scheme
                           Arrangement in accordance with the timetable set out
                           in Schedule 2 hereto:


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                           (a)      petition the High Court for an order that a
                                    meeting of the shareholders of M-R (or, if
                                    necessary, meetings of different classes of
                                    shareholders of M-R) be convened under
                                    Section 425 of the Companies Act for the
                                    purpose of approving the Scheme of
                                    Arrangement (the "Court Meeting");

                           (b)      prepare the Circular in accordance with
                                    Section 426 of the Companies Act and the
                                    Code;

                           (c)      instruct its registrars to dispatch to M-R
                                    shareholders notices (in form and substance
                                    reasonably satisfactory to Lason) convening
                                    the Court Meeting (subject to obtaining the
                                    requisite court order referred to in Clause
                                    2.2(a) above) and the Extraordinary General
                                    meeting;

                           (d)      upon the Scheme of Arrangement and any
                                    reduction in the share capital being
                                    approved by the requisite vote of M-R
                                    shareholders at the Meetings, seek the
                                    sanction or approval of the High Court to
                                    the Scheme of Arrangement under Section 425
                                    of the Companies Act and the confirmation of
                                    the High Court of any reduction of the share
                                    capital of M-R under Section 137 of the
                                    Companies Act;

                           (e)      appear by Counsel on the hearing of the
                                    petition referred to in Section 2.2(a) above
                                    and undertake to the High Court to be bound
                                    thereby and to execute or do, or procure to
                                    be executed or done, all such documents,
                                    acts or things as may be necessary or
                                    desirable to be executed or done by it or on
                                    its behalf for the purpose of giving effect
                                    to the Scheme of Arrangement; and

                           (f)      amend the Articles of Association of M-R to
                                    ensure that shares in M- R issued after the
                                    record date for the Scheme of Arrangement
                                    are automatically converted into Lason
                                    shares.

                  2.3      Without prejudice to the generality of Clause 2.1
                           hereof, Lason agrees to use all reasonable endeavours
                           to take the steps set out in (a), (b) and (c) below
                           in order to implement the Scheme of Arrangement in
                           accordance with the timetable set out in Schedule 2
                           hereto;

                           (a)      ensure that the Consideration Common Stock 
                                    is:

                                    (i)     duly authorised by all necessary
                                            corporate action of Lason;

                                    (ii)    validly issued by Lason;


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                                    (iii)   fully paid and nonassessable;

                                    (iv)    not "restricted securities" within
                                            the meaning of Rule 144 under the US
                                            Securities Act of 1933 and is freely
                                            transferable except for shares
                                            issued to person that are
                                            "affiliates" of M-R or Lason (within
                                            the meaning of Rule 145 under the US
                                            Securities Act of 1933, and/or in
                                            the Securities and Exchange
                                            Commission Accounting Series
                                            Releases 130 and 135);

                                    (v)     with respect to shares issued to
                                            persons that are "affiliates" of M-R
                                            or Lason (within the meaning
                                            described in clause (iv) above),
                                            freely transferable except to the
                                            extent of the restrictions provided
                                            in the letter agreements entered
                                            into by such affiliates with Lason
                                            and dated the date hereof; and

                                    (vi)    approved for listing on the NASDAQ
                                            National Market;

                           (b)      if Lason shareholder consent is required to
                                    the Acquisition and the issue of
                                    Consideration Common Stock, convene a
                                    meeting of Lason shareholders on 27 May, or
                                    shortly thereafter, to seek such approval;
                                    and

                           (c)      appear by Counsel on the hearing of the
                                    petition referred to in Section 2.2(a) above
                                    and undertake to the High Court to be bound
                                    thereby and to execute or do, or procure to
                                    be executed or done, all such documents,
                                    acts or things as may be necessary or
                                    desirable to be executed or done by it or on
                                    its behalf for the purpose of giving effect
                                    to the Scheme of Arrangement.

         3.       REPRESENTATIONS AND WARRANTIES OF M-R

                  M-R hereby represents and warrants to Lason as follows:

                           (a)      M-R is a company limited by shares which is
                                    duly incorporated and registered under the
                                    laws of England and Wales. M-R has all
                                    requisite corporate authority to own, lease,
                                    and operate its properties and to carry on
                                    its business as now being conducted. Its
                                    authorised capital is (pound)7,200,000
                                    divided into 72,000,000 M-R Shares of which
                                    55,821,926 are issued and fully paid up and
                                    options to subscribe for or acquire no more
                                    than 4,386,616 M-R Shares are outstanding;

                           (b)      Each Subsidiary and Subsidiary undertaking
                                    for M-R is a corporation or partnership duly
                                    organized, validly existing and in good
                                    standing

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                                    (where applicable) under the laws of the
                                    jurisdiction of its incorporation or
                                    organization, and has all requisite
                                    corporate or partnership power and authority
                                    to own, lease and operate its properties and
                                    to carry on its business as now being
                                    conducted;

                           (c)      M-R has the corporate power and corporate
                                    authority to execute and deliver this
                                    Agreement and to perform its obligations
                                    hereunder. This execution, delivery and
                                    performance of this Agreement and the
                                    consummation of the transactions
                                    contemplated hereby have been duly
                                    authorized and approved by the Board of
                                    directors of M-R. This Agreement has been
                                    duly executed and delivered by, and
                                    constitutes a valid and binding obligation
                                    of, M-R enforceable against M-R in
                                    accordance with its terms (except as
                                    enforceability may be limited by applicable
                                    bankruptcy, insolvency, reorganization,
                                    moratorium or similar laws affecting
                                    creditors' rights generally or by the
                                    principles governing the availability of
                                    equitable remedies). The execution, delivery
                                    and performance of this Agreement by M-R and
                                    the consummation of the transactions
                                    contemplated hereby do not and will not
                                    conflict with or result in a breach of any
                                    provisions of the Articles of Association or
                                    Memorandum of Association of M-R or the
                                    charter or by-laws or similar documents with
                                    different names of any Subsidiary of M-R;
                                    and

                           (d)      To the best of M-R's knowledge there has not
                                    been any action taken by M-R or any member
                                    of the wider M-R Group that would prevent
                                    the transactions contemplated by this
                                    Agreement and the Scheme of Arrangement from
                                    being accounted for as a
                                    pooling-of-interests under generally
                                    accepted accounting principles of the United
                                    States.

         4.       REPRESENTATIONS AND WARRANTIES OF LASON

                  Lason hereby represents and warrants to M-R as follows:

                           (a)      Lason is a company duly organised, validly
                                    existing, and in good standing under the
                                    laws of the state of Delaware. Lason has all
                                    requisite corporate authority to own, lease,
                                    and operate its properties and to carry on
                                    its business as now being conducted;

                           (b)      Each Subsidiary and Subsidiary undertaking
                                    of Lason is a corporation or partnership
                                    duly organized, validly existing and in good
                                    standing (where applicable) under the laws
                                    of the jurisdiction of its incorporation or
                                    organization, and has all requisite
                                    corporate or

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                                    partnership power and authority to own,
                                    lease and operate its properties and to
                                    carry on its business as now being
                                    conducted;

                           (c)      Lason has the corporate power and corporate
                                    authority to execute and deliver this
                                    Agreement and to perform its obligations
                                    hereunder. This execution, delivery and
                                    performance of this Agreement and the
                                    consummation of the transactions
                                    contemplated hereby have been duly
                                    authorized and approved by the Board of
                                    directors of Lason. This Agreement has been
                                    duly executed and delivery by, and
                                    constitutes a valid and binding obligation
                                    of, Lason enforceable against Lason in
                                    accordance with its terms (except as
                                    enforceability may be limited by applicable
                                    bankruptcy, insolvency, reorganization,
                                    moratorium or similar laws affecting
                                    creditors' rights generally or by the
                                    principles governing the availability of
                                    equitable remedies). The execution, delivery
                                    and performance of this Agreement by Lason
                                    and the consummation of the transactions
                                    contemplated hereby do not and will not
                                    conflict with or result in a breach of any
                                    provisions of the charter or by-laws of
                                    Lason or the charter or by-laws or similar
                                    documents with different names of any
                                    Subsidiary of Lason; and

                           (d)      To the best of Lason's knowledge there has
                                    not been any action taken by Lason or any
                                    member of the wider Lason Group that would
                                    prevent the transactions contemplated by
                                    this Agreement and the Scheme of Arrangement
                                    from being accounted for as a
                                    pooling-of-interests under generally
                                    accepted accounting principles of the United
                                    States.

         5.       SHARE OPTION SCHEMES

                  5.1      M-R and Lason undertake that an explanatory letter in
                           agreed terms will be sent to holders of options under
                           the Share Option Schemes explaining their
                           entitlement, where appropriate, to exercise their
                           options.

                  5.2      M-R and Lason undertake to use reasonable endeavors
                           to implement arrangements in accordance with the
                           attached document in the agreed form.

                  5.3      Lason shall use all reasonable endeavors to prepare
                           and file with the SEC a registration statement on
                           Form S-8 or other appropriate form with respect to
                           Consideration Common Stock received pursuant to the
                           Share Option Schemes and to maintain effectiveness of
                           such registration statement or registration
                           statements covering such Share Option Schemes (and
                           maintain the current status of the prospectus
                           contained therein) for so long as options under such
                           Share Option Schemes remain outstanding.

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         6.       ADDITIONAL AGREEMENTS

                  6.1      As soon as practicable after the date hereof, Lason
                           and M-R will cooperate in the preparation and filing
                           of all materials (including, without limitation, (a)
                           the application for tax clearances under Section 707
                           Income and Corporation Taxes Act 1988 and Section 136
                           and 138 Taxation of Chargeable Gains Tax Act 1992;
                           (b) the Hart-Scott-Rodino filing and the notification
                           to the Office of Fair Trading; and (c) the Form 8-K
                           required to be filed by Lason with the U.S.
                           Securities and Exchange Commission) which are
                           required to be filed in connection with the
                           Acquisition and the Conditions.

                  6.2      Each of Lason and M-R agrees to do or procure to be
                           done all such further acts and things as the other
                           may from time to time reasonably require for the
                           purpose of giving to the other the full benefit of
                           this Agreement. M-R further agrees to permit Lason to
                           carry out such due diligence in respect of M-R and
                           the wider M-R Group as Lason reasonably requests
                           during the period which is 2 Business Days prior to
                           the Final Hearing.

                  6.3      From the date hereof, M-R undertakes and agrees to
                           instruct its auditors, Deloitte & Touche, to commence
                           the preparation of consolidated audited financial
                           statements for the M-R Group prepared in accordance
                           with generally accepted accounting principles in the
                           United States for the years ended 30 June, 1996, 30
                           June, 1997 and 30 June, 1998 and unaudited for the
                           nine months ended 31 March, 1999 and will procure
                           that Deloitte & Touche consent in writing to all such
                           accounts being filed with the US Securities and
                           Exchange Commission on Form 8-K. M-R shall procure
                           that such financial statements are provided to Lason
                           and its advisers by no later than 15 July, 1999.
                           Lason undertakes to use all reasonable endeavors to
                           publish a set of financial statements for the period
                           ending 30 September, 1999 as soon as reasonably
                           practicable and in any event by 15 November, 1999.

                  6.4      As from the date hereof and prior to the Effective
                           Date, each of the parties hereto agrees to consult
                           with the other concerning the content of any press or
                           other public statement to be made or issued in
                           connection with the Acquisition or this Agreement.
                           Notwithstanding the foregoing, neither party shall be
                           prevented from publicly disclosing any information to
                           the extent required by a court order or pursuant to
                           the rules and regulations of a government agency or
                           body or the rules and regulations of the NASDAQ
                           National Market or the London Stock Exchange, in any
                           case having jurisdiction over the disclosing party,
                           or pursuant to the rules of the Code or the
                           requirements of the Panel.


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                  6.5      Each of the parties agrees to use its best efforts to
                           cause the transactions contemplated by this Agreement
                           and the Scheme of Arrangement to qualify for
                           pooling-of-interests accounting treatment under
                           generally accepted accounting principles of the
                           United States and to cooperate with Lason and its
                           advisers in connection therewith. M-R agrees that it
                           will not take a position on its tax returns or
                           elsewhere, nor take any action or fail to take any
                           action, that is or would be inconsistent with the
                           treatment of the transactions contemplated by this
                           Agreement and the Scheme of Arrangement as
                           transactions in respect of which Section 338 of the
                           Internal Revenue Code of the Untied States may be
                           elected (provided that nothing herein will require
                           M-R to take any unlawful action).

                  6.6      To the fullest extent permitted by law, the Code, the
                           requirements of the Panel and in order to allow the
                           directors of M-R to act in accordance with their
                           fiduciary duties, M-R undertakes and agrees that as
                           from the date of this Agreement, it will not, and it
                           will procure that its directors, senior management
                           and advisers do not, initiate contact with any third
                           party (or, for the avoidance of doubt, initiate any
                           further contact with any third party with whom they
                           have previously spoken prior to the date this
                           Agreement becomes effective) in order to solicit an
                           Offer for M-R.

                  6.7      M-R undertakes and agrees to procure that:

                           (a)      all the non-executive directors on the board
                                    of directors of M-R shall resign from the
                                    board of directors of M-R, such resignations
                                    to take effect after the Scheme of
                                    Arrangement becomes effective; and

                           (b)      Gary Monroe and William Rauwerdink shall be
                                    appointed to the board of directors of M-R
                                    with effect from the time when the Scheme of
                                    Arrangement becomes effective.

                  6.8      M-R covenants, undertakes and agrees with Lason that
                           as from the date of this Agreement to the Effective
                           Date, it will carry on its business, and will procure
                           that all other members of the wider M-R Group carry
                           on their respective businesses, only in the usual,
                           regular and ordinary manner and consistent with past
                           practice.

                  6.9      Lason covenants, undertakes and agrees with M-R that
                           as from the date of this Agreement to the Effective
                           Date, it will carry on its business, and will procure
                           that all other members of the wider Lason Group carry
                           on their respective businesses, only in the usual,
                           regular and ordinary manner and consistent with past
                           practice.


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                  6.10     As from the date hereof, M-R undertakes to use its
                           reasonable endeavors to ensure that key management
                           remain with M-R.

                  6.11     After the Scheme of Arrangement is effective Lason
                           will procure either that M-R's directors and officers
                           insurance cover is maintained or a suitable
                           alternative is provided.

                  6.12     Lason will deliver to M-R copies of Affiliate letters
                           signed by its Affiliates in relation to the
                           Acquisition.

                  6.13     M-R will deliver to Lason copies of Affiliate letters
                           signed by its Affiliates in relation to the
                           Acquisition.

         7.       CONDITIONS

                  7.1      The office copy of the court order sanctioning the
                           Scheme of Arrangement will only be delivered for
                           registration to the Registrar of Companies for
                           England and Wales if the Conditions have been
                           satisfied or, where applicable, waived. At the Final
                           Hearing each party will instruct its Counsel to
                           advise the High Court whether or not the conditions
                           have been satisfied or (where applicable) waived and
                           Lason agrees to observe the provisions of note 2 to
                           Rule 13 of the Code.

                  7.2      If at any time any party hereto becomes aware of a
                           matter that could reasonably be expected to prevent a
                           Condition being satisfied, it shall immediately
                           inform the other party hereto.

         8.       TERMINATION

                  8.1      This Agreement may be terminated (but without
                           affecting Lason's rights under Clause 8.2) at any
                           time prior to the Effective Date:

                           (a)      by mutual written consent of M-R and Lason;

                           (b)      by written notice given by either M-R or
                                    Lason to the other party hereto in the
                                    following circumstances:

                                    (i)     if Conditions A.(a) or A.(b) are not
                                            satisfied;

                                    (ii)    if an y Relevant Authority shall
                                            have taken any action which would
                                            make the Acquisition or its
                                            implementation void, illegal or
                                            unenforceable and such action taken
                                            by such body shall have become final
                                            and nonappealable;

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                                    (iii)   if the Effective Date shall not have
                                            occurred by 31 August, 1999 for any
                                            reason provided, however, that the
                                            right to terminate this Agreement
                                            shall not be available to either
                                            party if its action or failure to
                                            act in accordance with this
                                            Agreement has been a principal cause
                                            of or resulted in the failure of the
                                            Effective Date to occur on or before
                                            such date and such action or failure
                                            to act constitutes a breach of this
                                            Agreement; or

                                    (iv)    if a written Offer from a third
                                            party has been received by the board
                                            of directors of M-R which is of a
                                            value in excess of the value of the
                                            Acquisition or which comprises
                                            consideration which is determined by
                                            the independent financial adviser to
                                            M-R to exceed the value of the
                                            Acquisition (an "Independent
                                            Competing Offer");

                           (c)      by written notice given by Lason to M-R in
                                    the event of a failure of any of Conditions
                                    B.(d), B.(e), B.(f), B.(g) or B.(h) but in
                                    the last case only if the letter from
                                    Deloitte & Touche is not forthcoming in
                                    circumstances where the Panel have ruled
                                    that they are prepared to allow such
                                    Condition to be invoked.

                  8.2      M-R shall promptly pay, or cause to be paid, to Lason
                           a fee of(pound)885,000 in the following
                           circumstances:

                           (a)      if the Transaction Agreement is terminated
                                    by Lason in the circumstances set out in
                                    Clause 8.1(c) above; or

                           (b)      Completing Offer or otherwise withdraw or
                                    modify their approval or recommendation of
                                    the Acquisition in a manner adverse to
                                    Lason, or if the Scheme of Arrangement is
                                    not approved or does not become effective as
                                    a result of a matter which constitutes a
                                    breach by M-R of Clause 2.2, in each case
                                    otherwise than as a result of a material
                                    adverse change to the trading position of
                                    Lason (other than one affecting its industry
                                    as a whole) or the average closing price
                                    quoted on NASDAQ for 5 consecutive trading
                                    days being less than $40.41 for the Lason
                                    Common Stock; or

                           (c)      if a third party announces an intention to
                                    acquire shares in M-R or make an offer in
                                    the future for M-R prior to the date of
                                    termination of this Agreement, and if an
                                    offer from such party or a related party for
                                    M-R is recommended within 6 months of
                                    termination of this Agreement pursuant to
                                    Clause 8.1(b)(i) or (iii) above.

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<PAGE>   14



         9.       NOTICES

                  9.1      Any notice or other written communication given under
                           or in connection with this Agreement may be delivered
                           personally or sent by overnight courier or by
                           facsimile.

                  9.2      The address for service of any party shall be its
                           address stated in this Agreement or, if any other
                           address for service has previously been notified in
                           writing to the server, to the address so notified.

                  9.3      Any such notice or other written communication shall
                           be deemed to have been served:

                           (a)      if personally delivered, at the time of
                                    delivery,

                           (b)      if sent by overnight courier, on the
                                    following Business Day; and

                           (c)      if sent by facsimile message, at the time of
                                    transmission (if sent during normal business
                                    hours, that is 9.30 to 17.30 local time) in
                                    the place from which it was sent or (if not
                                    sent during such normal business hours) at
                                    the beginning of the same Business Day in
                                    the place from which it was sent if sent
                                    before 9.30 a.m. local time or at the
                                    beginning of the next Business Day in the
                                    place from which it was sent if sent after
                                    17.30 local time.

         10.      MISCELLANEOUS

                  10.1     Neither party may assign the benefit of this
                           Agreement without the prior written consent of the
                           other.

                  10.2     No term or provision of this Agreement shall be
                           varied or modified by any prior or subsequent
                           statement, conduct or act of any party, except that
                           hereafter the parties may amend this Agreement only
                           by letter or written instrument signed by each of the
                           parties.

                  10.3     The headings to the clauses and any underlining in
                           this Agreement and in the Schedules are for ease of
                           reference only and shall not form any part of this
                           Agreement for the purposes of construction.

                  10.4     Each of Lason and M-R shall and shall use all
                           reasonable endeavors to procure that any other
                           necessary party shall execute and do all such
                           documents acts and things as may reasonably be
                           required on or subsequent to the Scheme of
                           Arrangement becoming effective by Lason for securing
                           to

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<PAGE>   15



                           or vesting in Lason or M-R the legal and beneficial
                           ownership of the New M- R Shares.

                  10.5     This Agreement may be entered into in any number of
                           counterparts and by the parties to it on separate
                           counterparts, each of which when so executed and
                           delivered shall be an original, but all the
                           counterparts shall together constitute one and the
                           same instrument.

                  10.6     If at any time any term or provision in this
                           Agreement shall be held to be illegal, invalid or
                           unenforceable, in whole or in part, under any rule or
                           law or enactment, such term or provision or part
                           shall to that extent be deemed not to form part of
                           this Agreement, but the enforceability of the
                           remainder of this Agreement shall not be affected.

                  10.7     This Agreement (together with any documents referred
                           to herein and the confidentiality agreement dated 8
                           February, 1999 and the amendment thereto dated 17
                           March) contain the whole and only agreement between
                           the parties in relation to the Acquisition and
                           supersede and extinguish any prior agreements, draft
                           agreements, undertakings, representations,
                           warranties, promises, assurances, understandings or
                           arrangements of any nature whatsoever (both oral and
                           written) ("Pre-contractual Arrangements"). Each party
                           acknowledges that in entering into this Agreement it
                           is not relying on any Pre-contractual Arrangement
                           which is not set out in this Agreement. No party
                           shall have any right of action against any other
                           party to this Agreement arising out of or in
                           connection with any Pre-contractual Arrangement
                           (except in the case of fraud) except to the extent
                           repeated in this Agreement.

         11.      LAW AND JURISDICTION

                  This Agreement shall be governed by, construed and take effect
                  in accordance with English law and the courts of England shall
                  have exclusive jurisdiction to settle any claim, dispute or
                  matter of difference which may arise out of or in connection
                  with this Agreement or the legal relationships established by
                  this Agreement.



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<PAGE>   16


                  IN WITNESS WHEREOF, Lason and M-R have caused this Agreement
to be duly executed as of the day and year first above written.


                                                LASON


                                                By:    /S/ Maureen M. Giammara
                                                   -----------------------------
                                                Name:    Maureen M. Giammara
                                                Title:   Corporate Counsel


                                                M-R


                                                By:    /S/ Colin Haylock
                                                   -----------------------------
                                                Name:    Colin Haylock
                                                Title:   Executive Chairman


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