Exhibit 10.2

                              TERMINATION AGREEMENT


      THIS TERMINATION  AGREEMENT (the  "Agreement")  dated this 1st day of May,
2000 is by and between ANACOMP INC., an Indiana corporation having its principal
offices at 12365 Crosthwaite Circle, Poway, California ("Anacomp") and DONALD W.
THURMAN,  Chief Operating  Officer of Anacomp  ("Thurman").  Anacomp and Thurman
together are sometimes referred to herein as the "Parties".


                                    RECITALS

      WHEREAS,  Anacomp  and  Thurman  are  parties to that  certain  Employment
Agreement, dated December 15, 1998 (the "Employment Agreement"). All capitalized
terms used herein and not otherwise  defined herein shall have the meaning given
to such terms in the Employment Agreement;

      WHEREAS, pursuant to the Employment Agreement, Thurman has served as Chief
Operating Officer of Anacomp and is entitled to certain payments to be made upon
the mutual termination of the Employment Agreement;

      WHEREAS,  Anacomp  and  Thurman  each has  determined  that it is in their
mutual best  interests to terminate  the  Employment  Agreement,  subject to the
terms and conditions contained in this Agreement ("Termination"); and

      WHEREAS,  pursuant to Section 6.1(a) of the Employment Agreement,  Anacomp
and Thurman have agreed to terminate the Employment Agreement.


                                    AGREEMENT

      NOW,  THEREFORE,  pursuant to the  provisions  contained in the Employment
Agreement and in consideration of the promises  contained herein, and other good
and valuable consideration, Anacomp and Thurman agree as follows:

1. Thurman  will  continue in his capacity as chief  operating  officer  through
August 31, 2000 (the "Effective Date"), or through such earlier date as shall be
determined by Anacomp.

2. Thurman shall be paid his current salary through August 31, 2000,  regardless
of whether he serves as chief operating officer for the entire time period.

3. In addition to any amounts due to Thurman through August 31, 2000,  including
Base Salary, Fringe Benefits and Incentive Compensation, pursuant to Section 6.1
of the Employment  Agreement and in full satisfaction and settlement of all such
amounts due, Thurman shall receive the following after Termination:

          a.      Severance.  Anacomp will pay Thurman a severance  allowance of
                  [$400,000]  payable  in a lump  sum  within  ___  days  of the
                  Effective Date [or biweekly at Thurman's option].

          b.      Stock  Options.  Upon  Termination,  all  non-qualified  stock
                  options  previously granted to Thurman pursuant to the Anacomp
                  Inc. Amended and Restated 1996 Long-Term  Incentive Plan shall
                  vest  immediately and shall be exercisable  through August 31,
                  2001.

          c.      Health  Benefits.  In  accordance  with  Section  5.1  of  the
                  Employment Agreement, Anacomp will provide Thurman with health
                  benefits  as set  forth  in  the  Employment  Agreement  until
                  Thurman has secured  other  employment  or for twelve  months,
                  whichever is sooner.

4.  Following  the  conclusion  of his  employment,  Thurman will be eligible to
receive  a bonus of up to an  additional  $100,000,  at the sole  discretion  of
Anacomp's Compensation Committee.

5.  Pursuant to Section 13.1 of the  Employment  Agreement,  the  provisions  of
Sections II, VI and VII of the Employment  Agreement,  and the  Confidentiality,
Non-Competition   and  Non-Disclosure   Agreement  appended  to  the  Employment
Agreement,  shall  survive  and shall  continue  in full force and  effect  upon
Termination.

6. Thurman hereby fully and forever  releases,  waives and forgives  Anacomp and
any other entity to which Thurman has performed  services  under the  Employment
Agreement  and  their  respective  directors,   officers,   employees,   agents,
subsidiaries,   stockholders,   and  affiliates,   and  successors  and  assigns
(collectively, "Released Parties"), from any and all rights, interests, liens or
claims of any kind whatsoever,  at common law, equity,  by statute or otherwise,
whether  they  may  be  asserted   individually   or   collectively,   directly,
derivatively or indirectly,  whether known or unknown,  concealed or hidden, and
whether  suspected or  unsuspected,  which  Thurman ever had,  currently  has or
hereafter  may have  against the  Released  Parties  with respect to any of such
services  performed  by  Thurman  or  with  respect  to any  of the  transaction
contemplated  by  the  Employment   Agreement  and  all  activities  of  Thurman
thereunder, such release to be effective automatically without further action by
any party upon execution of this Agreement.

7. Anacomp hereby fully and forever  irrevocably  releases,  waives and forgives
Koehrer,  from  any and all  rights,  interests,  liens  or  claims  of any kind
whatsoever, at common law, equity, by statute or otherwise,  whether they may be
asserted  individually or  collectively,  directly,  derivatively or indirectly,
whether  known or  unknown,  concealed  or  hidden,  and  whether  suspected  or
unsuspected, which Anacomp ever had, currently has or hereafter may have against
Koehrer with respect to any of the  transactions  contemplated by the Employment
Agreement and all activities of Anacomp thereunder, such release to be effective
automatically  without  further  action  by any  party  upon  execution  of this
Agreement.

8. This  Agreement  supercedes  all prior  agreements,  and  contains the entire
understanding  of the Parties hereto.  It may only be modified in writing signed
by the Parties.

            IN  WITNESS  WHEREOF,  as  of  the  date  first  above-written,  the
undersigned Parties, acting through their duly authorized representatives,  have
executed this Termination Agreement in multiple counterparts.

                                                ANACOMP INC.



                                                By:  /s/ Richard D. Jackson
                                                Name:  Richard D. Jackson
                                                Title:  Co-Chairman


                                                DONALD W. THURMAN



                                                /s/ Donald W. Thurman