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                                                                   EXHIBIT 10.31

                  AMENDED AND RESTATED SECURED PROMISSORY NOTE

$520,000.00                                                         June 5, 1999
                                                                  Troy, Michigan

         FOR VALUE RECEIVED, CARY W. NEWMAN ("BORROWER") promises to pay to the
order of Lason, Inc., a Delaware corporation (the "Company"), at 1350 Stephenson
Highway, Troy, Michigan 48083, or at such other place as the Company may
designate in writing, the principal sum of up to Five Hundred Twenty Thousand
and 00/100 U.S. Dollars ($520,000.00) (the "AVAILABLE CREDIT FACILITY") or such
lesser amount as shall have been advanced to the Borrower by the Company under
Section 1 of this Note (the "PRINCIPAL SUM"), together with interest on the
unpaid balance of the Principal Sum, as follows:

         1. ANNUAL ADVANCES. This Note amends and restates the Note between the
Borrower and the Company dated June 5, 1998 (the "EXECUTION DATE"). The Company
advanced 25% of the Available Credit Facility to the Borrower on the Execution
Date. On each of the three (3) successive anniversary dates of the Execution
Date, the annual amount for which the Borrower may request an additional advance
will be determined as follows:

Number of option shares under the Borrower's May 29, 1998 option grant X
(Company's average closing share price for the twenty (20) trading days
immediately preceding the date of the Company's Annual Meeting of Shareholders -
$27.50) X 25% ( the "MULTIPLIER");

provided, however, that the amount funded in a particular year, when taken
together with previous advances under the Note, may not exceed the following
cumulative percentages of the Available Credit Facility for the following
anniversary dates:

Anniversary of    Maximum Cumulative Percentage of Available Credit Facility
 Execution Date   ("MAXIMUM CUMULATIVE PERCENTAGE")
1st                                 50%
2nd                                 75%
3rd                                 100%

If the Company's average closing share price for any anniversary is above
$40.50, the Multiplier shall be increased above 25% to the extent necessary to
permit the Company to advance funds to the Borrower up to the Maximum Cumulative
Percentage for such year, in order to address shortfalls in the Maximum
Cumulative Percentage advanced by the Company to the Borrower in prior years. If
the Company's average closing share price for any anniversary is below $27.50,
the Borrower will not be entitled to an advance for that particular year, but no
reduction in the outstanding principal amount of the Note will be required.


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         Notwithstanding anything to the contrary, (i) the Company shall advance
one hundred percent (100%) of the unadvanced portion of the Available Credit
Facility in the event of a change in control of the Company, as defined in the
Company's 1998 Equity Participation Plan (a "CHANGE IN CONTROL"), which occurs
prior to the fourth anniversary of the Execution Date if the Company's stock
price is at least $40.50 at the time the Change in Control occurs; (ii) if a
Change in Control occurs prior to the fourth anniversary of the Execution Date
and the Company's share price is greater than $27.50 and less than $40.50 at the
time the Change in Control occurs, then the Company shall advance an amount
equal to (A) the number of option shares under the Borrower's May 29, 1998
option grant multiplied by (the Company's share price at the time the Change in
Control occurs minus $27.50) minus (B) all amounts previously advanced under
this Note; and (iii) no amounts are to be advanced under this Note following the
fourth anniversary of the Execution Date, regardless of whether the entire
Available Credit Facility has been advanced. In the event that the amount
calculated under (ii) of the preceding sentence is a negative number, no
reduction in the outstanding principal amount of the Note will be required.

         All share prices set forth in this Section 1 shall be appropriately
adjusted by the Company's Compensation Committee for any recapitalization, stock
dividend, stock split or similar change in the Company's capital structure.

         2. INTEREST. Interest shall accrue on the unpaid balance of the
Principal Sum at the Applicable Federal Rate as in effect on the Execution Date
and on each successive anniversary date thereafter. In no event shall the
interest rate payable under this Note exceed the maximum rate permitted by law.
To the extent that Borrower is employed by the Company at the end of any
calendar year prior to the Maturity Date, as defined below, all accrued and
unpaid interest on the unpaid balance of the Principal Sum shall be deemed to
have been paid by Borrower to the Company, and shall be considered and treated
as increased W-2 earnings to Borrower.

         3. MATURITY; PREPAYMENT. The Principal Sum, together with accrued and
unpaid interest thereon, shall be due and payable upon the first to occur of the
following: (i) June 5, 2008; (ii) termination of the Borrower's employment with
the Company for any reason, other than death or permanent disability (as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), prior to
June 5, 2002; or (iii) acceleration of the Note upon an Event of Default as
described in Section 4 (the "MATURITY DATE"). If the Principal Sum is not paid
within five (5) days of the Maturity Date, interest shall thereafter accrue on
the unpaid balance of the Principal Sum at the per annum rate of three percent
(3%) plus the Applicable Federal Rate in effect on the Maturity Date. Borrower
may prepay any and all principal and accrued interest due under this Note at any
time without additional interest or penalty. All amounts outstanding under this
Note will be canceled and forgiven in the event of a Change in Control of the
Company; provided that the Note is not in default and has not matured prior to
the Change in Control.

         4. SECURITY. To secure full and timely performance under this Note,
Borrower agrees to pledge or cause to be pledged, and to grant or cause to be
granted, a security interest in the Borrower's unexercised stock options under
that certain Stock Option Agreement between the


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Borrower and the Company dated as of May 29, 1998, together with any Common
Stock of the Company acquired upon the exercise of such stock options or any
proceeds thereof (collectively, the "COLLATERAL"), pursuant to that certain
Amended and Restated Pledge and Security Agreement between the Borrower and the
Company dated as of June 5, 1999 (the "Pledge and Security Agreement"). This
Note is entitled to all benefits arising under, and is subject to the terms of,
the Pledge and Security Agreement, which among other things provides for the
acceleration of the Maturity Date hereof upon the occurrence of certain events.
All the representations, warranties, agreements, terms and conditions contained
in the Pledge and Security Agreement are incorporated herein. Borrower shall
execute and deliver or cause to be executed and delivered, all agreements,
instruments, documents and other written matter (collectively, the "SUPPLEMENTAL
DOCUMENTATION") that the Company may request, in form and substance acceptable
to the Company, to perfect and maintain perfected liens and a security interest
in the Collateral and which may be required by virtue of the Company's status as
a public company.

         5. EVENT OF DEFAULT; ACCELERATION; OFFSET. During the continuance of an
Event of Default (as defined in the Pledge and Security Agreement), the
obligations evidenced by this Note, including, without limitation, the entire
unpaid Principal Sum together with any accrued interest, shall become
immediately due and payable without any notice or demand. During the continuance
of an Event of Default (as defined in the Pledge and Security Agreement), the
Company shall have the right to offset any amounts owing by the Company to
Borrower for whatever reason, including, but not limited to, salary, bonus or
expense reimbursement, against any unpaid portion of the Principal Sum advanced
by the Company and accrued interest thereon.

         6. COSTS AND EXPENSES. In addition to all other sums payable under this
Note, Borrower also agrees to pay to the Company upon demand all costs and
expenses incurred by the Company in the enforcement of Borrower's obligations
under this Note, including, without limitation, reasonable attorneys' fees. If
Borrower fails to pay such costs and expenses within five (5) days of the
receipt by Borrower of the Company's written demand therefor, then interest
shall accrue on such costs and expenses at the rate specified in the second
sentence of Section 3 from the date of demand until the date of payment.

         7. SEVERABILITY. If any provision of this Note is held to be invalid or
unenforceable by a court of competent jurisdiction, the other provisions of this
Note shall remain in full force and effect and shall be construed liberally in
favor of the Company in order to effectuate the provisions of this Note.

         8. GOVERNING LAW. This instrument shall be governed by and construed
according to the laws of the State of Michigan.

         9. WAIVER. Borrower waives presentment, demand, notice of protest and
notice of dishonor and any and all other notices and demands in connection with
any delivery, acceptance, performance or default of this Note and agrees that
this Note may be modified only by an agreement in writing signed by the Company
and Borrower.

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         10. NO RIGHT TO CONTINUED EMPLOYMENT. The Company's acceptance of this
Note is a strictly voluntary undertaking on the part of the Company and shall
not constitute consideration for, or any inducement or condition of, the
employment of the Borrower by the Company. Nothing contained in this Note shall
give the Borrower the right to be retained in the service of the Company or to
interfere with or restrict the right of the Company, which is hereby expressly
reserved, to discharge or retire the Borrower at any time or for any reason not
prohibited by law, with or without cause.

         11. MARGIN STOCK. Borrower represents and warrants that none of the
advances under this Note will be used for the purpose of buying or carrying
"margin stock," as that term is defined by Regulation U of the Federal Reserve
Board. "Margin stock" includes any equity security registered or having unlisted
trading privileges on a national securities exchange, any OTC security
designated as qualified for trading in the Nasdaq National Market System, any
debt security convertible into a margin stock or carrying a warrant or right to
subscribe to or purchase a margin stock, any warrant or right to subscribe to or
purchase a margin stock, and, with certain exceptions, securities issued by an
investment company registered under Section 8 of the Investment Company Act of
1940.



                                      By:    /s/   Cary W. Newman
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                                            CARY W. NEWMAN








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