Exhibit 10.1

                          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 RALPH W.
KOEHRER,  President and Chief Executive Officer of Anacomp ("Koehrer").  Anacomp
and Koehrer together are sometimes referred to herein as the "Parties".

                                RECITALS

      WHEREAS,  Anacomp  and  Koehrer  are  parties to that  certain  Employment
Agreement,  dated  December  7,  1997,  and  Addenda  I,  II  and  III  thereto,
(collectively 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,  Koehrer  has served as
President  and Chief  Executive  Officer of Anacomp  and is  entitled to certain
payments to be made upon the mutual termination of the Employment Agreement;

      WHEREAS,  Anacomp  and  Koehrer  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 5.1(a) of the Employment Agreement,  Anacomp
and Koehrer have agreed to terminate the  Employment  Agreement on the terms and
conditions  set forth herein,  and to enter into this  Termination  Agreement in
furtherance of such termination.


                                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 Koehrer agree as follows:

1.  Except  to the  extent  of the  provisions  thereof  referred  to  herein or
specifically  incorporated herein by reference,  the Employment  Agreement shall
terminate on May 5th, 2000 (the "Effective Date").

2. In addition to any amounts due to Koehrer for services  rendered  through the
Effective Date, including Base Salary, Fringe Benefits,  Incentive  Compensation
and accrued vacation, pursuant to Section 5.1 of the Employment Agreement and in
full  satisfaction and settlement of all such amounts due, Koehrer shall receive
the following after Termination:


          a.      Salary.  Anacomp  will pay  Koehrer  his normal  Salary as set
                  forth in the Employment Agreement through May 31, 2000.


          b.      Severance.  Anacomp will pay Koehrer a severance  allowance of
                  $1,000,000  payable in a lump sum by wire transfer made by the
                  Business Day following the execution of this Agreement.


          c.      Stock Options. Upon the Effective Date of the Termination, all
                  non-qualified  stock  options  previously  granted  to Koehrer
                  pursuant  to  the  Anacomp  Inc.  Amended  and  Restated  1996
                  Long-Term  Incentive Plan shall vest  immediately and shall be
                  exercisable through May 31, 2001.


          d.      Health  Benefits.  Anacomp will at its expense provide Koehrer
                  with  health  benefits  as set  forth  in  Section  3.1 of the
                  Employment   Agreement,   including  all  benefits   currently
                  provided, until Koehrer has secured other full-time employment
                  providing   Koehrer   comparable   health   benefits   or  for
                  twenty-four full calendar months, whichever is sooner. Nothing
                  herein  shall be  deemed to  require  Koehrer  to  accept  any
                  employment within said twenty-four month period.

3. The  provisions  of Section 2.3,  5.1,  5.2 and 5.5 and VI 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.

4. No  Severance  Payments  or,  except as  provided  in  Section  2.d.  of this
Agreement,  other  benefits  made or granted by Anacomp to Koehrer  pursuant  to
Section 2 of this Agreement shall be diminished or otherwise  affected by virtue
of Koehrer's securing employment after the Effective Date.

5. Koehrer hereby fully and forever  irrevocably  releases,  waives and forgives
Anacomp and any other entity to which Koehrer 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  Koehrer ever had,  currently  has or
hereafter  may have  against the  Released  Parties  with respect to any of such
services  performed  by  Koehrer  or  with  respect  to any  of the  transaction
contemplated  by  the  Employment   Agreement  and  all  activities  of  Koehrer
thereunder, such release to be effective automatically without further action by
any party upon execution of this Agreement.

6. 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  transaction  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.

7. Except for obligations of each party described in this Agreement,  each party
further irrevocably and absolutely agrees that he or it will not prosecute,  nor
allow to be prosecuted on behalf of such party,  before any  arbitrator,  in any
administrative agency (whether federal, state or local) or in any court (whether
federal or state),  any claim or demand of any type, related to the transactions
and occurrences  between them to date. Each party  acknowledges  that there is a
risk that  subsequent  to the execution of this  Agreement,  one or more parties
will incur or suffer loss,  damages or injuries  which are in some way caused by
or related to the  transactions  referred  to in this  Agreement,  but which are
unknown and  unanticipated at the time this Agreement is signed.  The parties do
hereby assume the above-mentioned risks and understand that this Agreement shall
apply  to  all  unknown  or  unanticipated   results  of  the  transactions  and
occurrences  described  above, as well as those know and  anticipated,  and upon
advice of legal  counsel,  the parties do hereby  waive any and all rights under
California  Civil Code Section 1542. To the fullest  extent  permissible by law,
each party to this Agreement expressly waives all benefits and rights granted to
such person  pursuant to California  Civil Code Section 1542,  which section has
been fully explained and provides and reads as follows:

            "A general release does not extend to claims which the creditor does
     not know or suspect to exist in his  favor  at  the  time  of executing the
     release, which if known by him must have materially affected his settlement
     with the debtor."

Each of the parties  hereby  expressly  waives and  relinquishes  all rights and
benefits  which it has or may have under  Section  1542 of the Civil Code of the
State of California to the full extent that he or it may lawfully waive all such
rights and benefits.  The parties  hereby  acknowledge  that they are aware that
they or their  attorneys  may  hereafter  discover  facts  different  from or in
addition to those which they or their  attorneys  now know or believe to be true
with  respect to the claims,  demands,  liabilities,  obligations  and causes of
action of every kind herein  released,  and they each agree that this instrument
shall be and remain in effect as a full and complete release notwithstanding any
such  different or additional  facts.  In  furtherance  of such  intention,  the
releases  herein given shall be and remain in effect as full and complete mutual
general  releases  notwithstanding  the  discovery  or  existence  of  any  such
additional or difference claims or facts.

Each of the parties warrants that it has not sold,  transferred or assigned,  by
operation of law or otherwise, any of the released matters.

8. The releases  contained  herein shall not apply to claims arising out of this
Agreement.

9. The advise of legal  counsel has been  obtained by all  parties,  and each of
them,  prior to signing  this  Agreement.  All parties  execute  this  Agreement
voluntarily,  with full  knowledge  of its  significance,  and with the  express
intention of  effecting  the legal  consequences  provided by Civil Code Section
1542, i.e., the extinguishment of all obligations.

10. This  Agreement  supercedes all prior  agreements,  including the Employment
Agreement  except to the  extent  certain  of its  provisions  are  specifically
referred to herein or incorporated herein by reference,  and contains the entire
understanding  of the Parties hereto.  It may only be modified in writing signed
by the Parties.

11. The  validity  and  construction  of this  Agreement  shall be governed  and
construed under the laws of the State of California.
<PAGE>

      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



                                                RALPH W. KOEHRER



                                                /s/ Ralph W. Koehrer