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                                                                    EXHIBIT 10.1

                                   LASON, INC.
                      EXECUTIVE MANAGEMENT INCENTIVE PLAN(2)

         The Lason, Inc. Executive Management Incentive Plan (the "Plan") has
been adopted and became effective on the Effective Date pursuant to that certain
First Amended Joint Plan of Reorganization of Lason, Inc., and its Subsidiary
Debtors.

Section 1.  Purpose

         1.1 The purpose of the Plan is to enable Lason, Inc. and its
subsidiaries and/or any of the subsidiaries of such subsidiaries (the "Company")
to reward certain of its employees who have contributed to the Company's success
by their ability, ingenuity and industry, by providing them an equity interest
in the Company and/or certain cash incentives.

Section 2.  Administration

         2.1 The Plan shall be administered by the Board of Directors ("Board")
of the Company or by a committee of the Board appointed by the Board (the
"Committee").

         2.2 The Board or Committee, as applicable, of the Company shall have
the full authority and discretion to conduct the general administration of the
Plan. In particular, and without limiting the foregoing, the Board or Committee,
as applicable, shall have authority and discretion to: select, grant and amend
equity awards to eligible persons under the Plan; determine the terms and
conditions of any agreement pursuant to which awards are granted ("Award
Agreement"); adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall deem advisable; interpret the terms and
provisions of the Plan, any award granted under the Plan and any agreement
pursuant to which awards are granted; and make all factual and other
determinations necessary or advisable for the administration of the Plan.

Section 3.  Stock Subject to Plan

         3.1 The total number of shares of New Common Stock which may be issued
under the Plan shall be 3,750,000 (the "Shares"). Such Shares may consist of
authorized but unissued shares or shares that have been issued pursuant to the
Plan and acquired by the Company. Management of the Company may recommend
eligible persons and the amount of shares awarded to such eligible persons, but
the Board or Committee, as applicable, must approve such recommendations.

         3.2 The Shares shall be awarded for past services rendered which shall
constitute full and adequate consideration therefor, however, and as provided in
Section 3.4 below, the Shares may be subject to restrictions, including a
vesting period.

         3.3 Until delivery of Shares to a Plan Participant (as defined below),
such Plan Participant shall have, unless otherwise provided by the Board or
Committee, as applicable, no rights as a stockholder with respect to such
Shares. On delivery of Shares to a Plan Participant, the Plan Participant shall
have all the rights of a stockholder with respect to such Shares; however, and
notwithstanding the foregoing, with respect to any Shares which are delivered to
the Plan Participant, such Plan Participant shall be prohibited from
transferring and/or voting such Shares for the period of one (1) year from the
Effective Date.

         3.4 All Shares issued under this Plan (including any shares received by
Plan Participants with respect to such Shares as a result of stock dividends,
stock splits or any other form of recapitalization) shall, pursuant to the terms
of each individual Award Agreement, be subject to such restrictions, if any, as
the Board or Committee, as applicable, shall provide, which restrictions may
include a vesting period. The Board or Committee, as applicable, however, may,
by action taken after

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(2) All terms not otherwise defined herein shall have the meaning(s) ascribed to
such terms in the First Amended Joint Plan of Reorganization of Lason, Inc. and
Its Subsidiary Debtors dated March 17, 2002, as modified.


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the Shares are issued, on such terms and conditions as it may determine to be
appropriate, remove any or all of the restrictions imposed under the Award
Agreement.

         3.5 The Board or Committee, as applicable, shall provide in the terms
of each individual Award Agreement that the Company shall have the right to
cancel the award and the Award Agreement with respect to unpaid cash (see
Section 4 below) or undelivered Shares upon Termination for Cause (as defined
below) or a voluntary quit by the Plan Participant, and to also, upon a
Termination for Cause, receive back from the Plan Participant the cash and
Shares which have been delivered to the Plan Participant and/or the proceeds,
gains or other economic benefits actually or constructively received by the Plan
Participant from the cash and Shares.

         3.6 The Company shall not be required to issue or deliver any
certificate or certificates for Shares purchased prior to receipt by the Company
of any applicable withholding tax.

Section 4.  Cash Distributions Under Plan

         4.1 Cash shall be distributed to various Plan Participants from asset
sales during the bankruptcy cases calculated on a percentage basis as agreed
prior to the Petition Date between the Company and the Prepetition Lenders in
accordance with the following schedule: (i) 1.5% of the first $50 million in
aggregate net asset sale proceeds, (ii) 3.0% of the next $25 million in
aggregate net asset sale proceeds; and (iii) 6.0% of all net sale proceeds in
excess of $75 million, or as to be reduced by prior agreement of the parties in
the event the Company fails to meet prescribed deadlines and minimum net asset
sale proceed requirements. Notwithstanding any other provision to the contrary,
the Board and Committee each authorize and empower management of the Company,
acting on behalf of the Board or Committee, to have full authority and
discretion to select the eligible persons and the amount of cash rewarded to
each such eligible person, without the need for further Board or Committee, as
applicable, action or approval.

Section 5.  Eligibility

         5.1 Any Employee of the Company (as defined below) ("Plan Participant")
shall be eligible to receive the Shares (pursuant to Section 3) or cash
(pursuant to Section 4).

Section 6.  Definitions and Terms

Unless otherwise provided by the Board or Committee, as applicable:

         6.1 Disability. "Disability" shall mean Plan Participant's permanent
and total disability (within the meaning of Section 22(e)(3) of the Code).

         6.2 Employee. "Employee" shall mean any officer or other employee (as
defined in accordance with Section 3401(c) of the Code) of the Company and
including employee directors of the Company.

         6.3 Fair Market Value. "Fair Market Value" of a share of New Common
Stock as of a given date shall be (i) the closing price of a share of New Common
Stock on the Nasdaq National Market or on the principal exchange on which shares
of New Common Stock are then trading, if any (or as reported on any composite
index which includes such principal exchange), on the trading day previous to
such date, or if shares were not traded on the trading day previous to such
date, then on the next preceding date on which a trade occurred, or (ii) if New
Common Stock is not traded on an exchange but is quoted on the Nasdaq OTC Market
(or a successor quotation system), or the OTC Bulletin Board or a successor
system or the Pink Sheets, the mean between the closing representative bid and
asked prices for the New Common Stock on the trading day previous to such date
as reported by such system; or (iii) if New Common Stock is not publicly traded
on any of the foregoing, the Fair Market Value of a share of New Common Stock as
established by the Board or the Committee, as applicable, acting in good faith.

         6.4 Group. "Group" shall mean two or more Persons acting together as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding or disposing of securities of the Company.


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         6.5 Person. "Person" shall mean an individual, partnership,
corporation, business trust, limited liability company, joint stock company,
trust, unincorporated association, joint venture, governmental authority or
other entity of whatever nature.

         6.6 Termination for Cause. "Termination for "Cause" shall mean (i) the
failure by the Plan Participant to substantially perform his duties (other than
any such failure resulting from his death or disability); (ii) conduct which is
detrimental to the Company's reputation, goodwill or business operations; (iii)
the negligent performance by the Plan Participant of his duties to the Company;
(iv) willful fraud or dishonesty in connection with the Plan Participant's
performance of duties hereunder; (v) the conviction of the Plan Participant by a
court of competent jurisdiction of a felony or a crime involving moral
turpitude; (vi) violation of any non-solicitation, non-competition or
confidentiality agreement with the Company; or (vii) any other circumstance
determined by the Board or the Committee, as applicable, to constitute cause;
provided, however, that in the event the Plan Participant shall be a party to
any employment agreement with the Company that provides for a definition of
"Cause" that is different from the foregoing, then the definition in such
employment agreement shall govern with respect to the Plan Participant for the
purposes of his/her benefits granted under the Plan. The Board or the Committee,
as applicable, shall have the power to determine whether the Employee has been
terminated for Cause and the date upon which such termination for Cause occurs.
Any such determination shall be final, conclusive and binding upon the Plan
Participant.

         6.7 Without-Cause Termination. "Without-cause Termination" means the
termination by the Company of Plan Participant's employment for any reason other
than "Cause."

Section 7.  Tax Withholding

         7.1 Plan Participants shall be indemnified by the Company for any
personal liability related to sales, payroll and single business taxes or
similar types of potential exposure.

Section 8.  General Provisions

         8.1 The Board or Committee, as applicable, shall act by a majority of
its members in attendance at a meeting where a quorum is present or by a written
instrument signed by all members of the Board or Committee, as applicable.

         8.2 Nothing in this Plan or in any Award Agreement hereunder shall
confer on any Plan Participant any right to continue in the employ of the
Company or shall interfere with or restrict in any way the rights of the
Company, which are hereby expressly reserved, to discharge any Plan Participant
at any time for any reason whatsoever, with or without good cause.

         8.3 Awards under this Plan may not be sold, pledged, assigned or
transferred in any manner unless and until the Shares (referenced in Section 3)
have been issued and delivered and a period of one year has elapsed from the
Effective Date, and any cash then due (referenced in Section 4) has been paid.
No award or interest therein shall be liable for the debts, contracts or
engagements of the Plan Participant or his or her successors in interest. During
the lifetime of the Plan Participant, only he or she may exercise an award (or
any portion thereof) granted to him or her under the Plan, except as otherwise
provided upon the Disability of the Plan Participant in the Award Agreement.
Upon the death of the Plan Participant, his or her legal representative may
exercise an award as provided in the Award Agreement.

         8.4 No member of the Board or Committee, as applicable, nor any officer
or Employee of the Company or its subsidiaries acting on behalf of the Board or
Committee, as applicable, shall be personally liable for any action,
determination or interpretation taken or made with respect to the Plan or any
award hereunder. The Company shall indemnify all members of the Board and all
such officers and Employees acting on their behalf, to the extent permitted by
law, from and against any and all liabilities, costs and expenses incurred by
such persons as a result of any act, or omission to act, in connection with the
performance of such persons' duties, responsibilities and obligations under the
Plan.


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         8.5 Awards under the Plan shall be issued pursuant to a written Award
Agreement which shall be executed by the Plan Participant and an authorized
officer of the Company, and shall contain such terms and conditions as the Board
or Committee, as applicable, shall determine.

         8.6 The Board or Committee, as applicable, shall in its sole
discretion, determine whether to make appropriate and proportionate adjustments
to the terms of any shares to reflect any of the following events: a dividend or
other distribution, recapitalization, reclassification, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets of the Company,
or exchange of New Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase New Common Stock or other securities of the
Company, or other similar corporate transaction or event.

         8.7 The Company shall be entitled to take payment in cash or deduction
from other compensation payable to each Plan Participant of any sums required by
federal, state or local tax law to be withheld with respect to the issuance,
vesting or payment of any award. The Board or Committee, as applicable, may in
its discretion and its satisfaction of the foregoing requirement allow such Plan
Participant to elect to have the Company withhold Shares otherwise issuable
under an award (or allow the return of Shares) having a Fair Market Value equal
to the sums required to be withheld.

         8.8 The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Company. Nothing in this Plan shall be
construed to limit the rights of the Company (i) to establish any other forms of
incentives or compensation for Employees, directors, or consultants of the
Company or (ii) to grant options or other shares of New Common Stock or awards
otherwise under this Plan in connection with any proper corporate purpose.

         8.9 This Plan, the granting and vesting of awards under this Plan and
the issuance and delivery of Shares and the payment of money under this Plan are
subject to compliance with all applicable federal and state laws, rules and
regulations and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith. Any securities delivered under this Plan
shall be subject to such restrictions, and the person receiving such securities
shall, if requested by the Company, provide such assurances and representations
to the Company, as the Company may deem necessary or desirable to assure
compliance with all applicable legal requirements. To the extent permitted by
applicable law, the Plan and awards granted under the Plan shall be deemed
amended to the extent necessary to conform to such laws, rules and regulations.

         8.10 In any privately negotiated transaction for the sale of the Shares
issued to the Plan Participants, as a group, within two years following entry of
the Confirmation Order, the Company shall provide notice to the Disbursing Agent
(with directions that the notice be forwarded to the appropriate creditors) and
the Company shall use its best efforts to obtain similar terms of sale for the
New Common Stock issued directly to the General Unsecured Creditors (excluding
New Common Stock issued to the Prepetition Lenders on account of their unsecured
deficiency claims). This restriction, however, shall not apply to sales of
Shares by individual Plan Participants on the open market after the expiration
of the one year from the Effective Date restricted trading period.

Section 9.  Amendments and Termination

         9.1 No awards shall be granted under the Plan after the tenth
anniversary of the Effective Date, however the Plan shall continue in effect
after such date with respect to awards granted prior to such date. The Board may
discontinue the Plan at any time and may amend it from time to time. No
amendment or discontinuation of the Plan shall adversely affect any award
previously granted without the award holders' written consent. Amendments may be
made without stockholder approval except as required to satisfy applicable laws
or regulations, or the requirements of any stock exchange or market on which the
New Common Stock is listed or traded.

         9.2 The Board or Committee, as applicable, may amend the terms of any
award, prospectively or retroactively; provided, however, that no amendment
shall impair the rights of the award holder without his or her written consent.


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Section 10.  Effective Date of Plan

         10.1 The Plan shall be effective on the Effective Date.


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