<PAGE>









                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                                  ANACOMP, INC.

                                   ("ANACOMP")


                             with offices located at

                           11550 North Meridian Street

                                    Suite 600

                              Carmel, Indiana 46032


                                       and


                                RALPH W. KOEHRER

                                  ("EMPLOYEE")











                       Date of Agreement: December 7, 1997

                  Effective Date of Agreement: October 1, 1997

               Date of Expiration of Agreement: September 30, 2000




<PAGE>



                              EMPLOYMENT AGREEMENT


         This  Agreement  is entered into  between  ANACOMP,  INC. or any of its
subsidiaries or affiliates  (herein referred to as "ANACOMP") and EMPLOYEE.  The
full  identification  of  each  party,  date  of  Agreement,  effective  date of
Agreement,  and date of  expiration  of Agreement  are all included on the cover
sheet  immediately  preceding  this page  which is  incorporated  herein by this
reference. The following conditions and terms shall apply:

                                    SECTION I

                         Merger of All Prior Agreements

         1.1 Merger.  This  Agreement  between the parties  shall  supersede and
terminate all prior  employment  contracts and agreements  between  EMPLOYEE and
ANACOMP. In the event of any conflict, the terms of this Agreement shall govern.

                                   SECTION II

                   Scope and Term of Employment, Compensation

         2.1 Scope of  Employment.  ANACOMP  and  EMPLOYEE  mutually  agree that
Addendum  I,  attached  hereto and  incorporated  herein by this  reference,  is
intended  to  define  the  scope  of  employment,  base  salary,  and  incentive
compensation.

         2.2  Employment  Term.  Subject  always to  termination  provisions  as
provided elsewhere in this Agreement,  the term of this Agreement shall begin on
the Effective Date of Agreement and shall terminate on the Date of Expiration of
Agreement,  both as shown on the cover sheet.  Unless  otherwise  terminated  as
provided  elsewhere  herein,  this  Agreement  shall  automatically  renew after
expiration  date on an annual  basis  unless  either party gives the other party
thirty (30) days prior  written  notice  requesting  that said  Agreement not be
renewed.  If this Agreement is not renewed and EMPLOYEE continues working beyond
Termination  Date at the  request  of  ANACOMP,  said  employment  shall be on a
month-to-month  basis. If, at the expiration of the original  three-year term or
any renewal term,  ANACOMP declines to renew this Agreement and does not request
that EMPLOYEE  continue  working,  of if ANACOMP  terminates the month-to- month
employment basis described in the previous sentence,  EMPLOYEE shall be entitled
to all  benefits  due him  under  this  Agreement  and not  previously  paid,  a
severance payment equal to EMPLOYEE's prior twelve months' salary,  payable in a
lump  sum  or  biweekly  at  EMPLOYEE's  option,  health  benefits  until  other
employment  is secured  or for  twelve  months,  whichever  is  sooner,  and the
immediate  vesting of all of  EMPLOYEE's  existing  already  awarded  options to
acquire  ANACOMP  common stock.  If, on the other hand,  EMPLOYEE  elects not to
renew the  Agreement,  EMPLOYEE  shall only be entitled to all  benefits due him
under the Agreement through the end of the then term of the Agreement.

         2.3  Compensation.  Compensation is confidential and is to be discussed
only with the Board of Directors of ANACOMP, as required.




                                   SECTION III

                                 Fringe Benefits

         3.1 Benefits. In addition to the regular  compensation,  EMPLOYEE shall
be entitled to the normally available employee fringe benefits including regular
holidays,  vacations and health insurance.  ANACOMP, however, reserves the right
to  change  or  alter  these  fringe   benefits  from  time  to  time  with  the
understanding  that the  EMPLOYEE  will be treated on an equal  basis with other
employees of similar status.

                                   SECTION IV

                              Insurance on Employee

         4.1  Insurance.  EMPLOYEE  agrees that  ANACOMP  may, at its option and
expense,  obtain life insurance on the life of the EMPLOYEE and the ownership of
all such  policies  and the  proceeds  therefrom  shall be the sole  property of
ANACOMP. EMPLOYEE agrees to undergo a routine physical examination for insurance
purposes  within  fifteen  (15)  days upon the  request  and at the  expense  of
ANACOMP.

                                    SECTION V

                                   Termination

         5.1 Compensation and Benefits Upon  Termination.  This Agreement may be
terminated  prior to the  expiration  of the initial term or any renewal term by
any of the following events:

         (a) mutual written  agreement  expressed in a single document signed by
both ANACOMP and EMPLOYEE;

         (b) voluntary  written  resignation by EMPLOYEE given to ANACOMP ninety
(90) days prior to the date of resignation;

         (c)  death of EMPLOYEE;

         (d) written notice of  termination by ANACOMP  without cause as defined
in Section 5.2;

         (e) written  notice of  termination by ANACOMP with cause as defined in
Section 5.3; or

         (f) the  occurrence  of any of the events  specified in Section  5.4.1,
which EMPLOYEE elects to treat as a termination.

         (g) the  occurrence  of any of the events  specified in Section  5.4.2,
which EMPLOYEE elects to treat as a termination.


         Upon  termination  for any of the  foregoing  reasons,  EMPLOYEE  shall
continue to render his services and shall be paid his regular  compensation  and
benefits up to the date of  termination.  If this Agreement is terminated  under
Sections  5.1(b),  5.1(c) or 5.1(e),  no Severance  Allowance (as defined below)
shall be paid to EMPLOYEE (except,  with respect to any termination  pursuant to
Section  5.1(e),  as otherwise  provided in Section 5.3).  If this  Agreement is
terminated under Sections 5.1(a),  5.1(d),  5.1(f) or 5.1(g), then ANACOMP shall
pay to EMPLOYEE a severance  allowance equal to the EMPLOYEE's prior twenty-four
months cash compensation ($1 million maximum), payable in a lump sum or biweekly
at EMPLOYEE's  option,  health benefits until other employment is secured or for
twenty-four months,  whichever is sooner, and all of EMPLOYEE's existing already
awarded  options  to  acquire  ANACOMP  common  stock  shall   immediately  vest
(collectively,  the  "Severance  Allowance").  This  Severance  Allowance  is in
addition to the regular  compensation  and benefits which EMPLOYEE shall receive
up to the date of termination. In the event of such termination,  this Agreement
shall be deemed  terminated  for all  purposes  except to the  extent  otherwise
herein provided.

         5.2  Termination  Without Cause.  If ANACOMP  concludes that EMPLOYEE's
services are no longer required,  this Agreement may be terminated without cause
by giving EMPLOYEE  written notice  thereof.  The  noninsurability  of EMPLOYEE,
either present or future, does not constitute grounds for termination under this
or any other  section of the  Agreement.  If EMPLOYEE is  terminated  under this
section,  ANACOMP  shall pay EMPLOYEE the  compensation,  benefits and Severance
Allowance provided in Section 5.1 above.

         5.3  Termination With Cause.

              5.3.1 ANACOMP may immediately terminate this Agreement at any time
with  cause  upon  written  notice  to the  EMPLOYEE  specifying  the  cause and
effective date of termination.  As used in this section, "cause" shall mean only
the following:

             (i) Inability of EMPLOYEE,  as  determined  by ANACOMP,  to perform
EMPLOYEE's  assigned duties on a fulltime basis for any continuous period of one
hundred  twenty  (120) days or a total of one hundred  eighty  (180) days in any
twelve (12) month  period,  which period  shall  commence on the initial date of
this Agreement and every anniversary thereafter.

              (ii) The willful and continued  failure by EMPLOYEE  substantially
to perform his duties and obligations,  including the continued  failure to meet
business  goals,  or the willful  engagement by EMPLOYEE in misconduct  which is
materially injurious to ANACOMP,  monetarily or otherwise.  For purposes of this
subsection,  no act or failure  to act on  EMPLOYEE's  part shall be  considered
"willful" unless done or omitted to be done by EMPLOYEE in bad faith and without
reasonable  belief  that his action or  omission  was in the best  interests  of
ANACOMP.

              5.3.2  Employee  agrees  that  in  the  event  written  notice  of
termination  is given under this Section  5.3, the EMPLOYEE  agrees to treat the
contents of said notice as privileged  and EMPLOYEE shall have no action against
ANACOMP or any of its officers,  agents or employees due to the contents of said
notice unless the contents are intentionally false and malicious. If EMPLOYEE is
terminated  under this Section 5.3, he shall  receive no Severance  Allowance at
the time of such  termination.  If EMPLOYEE is given notice of termination under
this Section 5.3 and it is later  established that no "cause" existed,  EMPLOYEE
shall be entitled to all  compensation,  benefits and allowances due him for the
period  following  such  alleged  termination  and  through  the  date  of  such
determination  and shall be  entitled  to the  Severance  Allowance,  plus legal
interest  from  the  date of  termination  and all  reasonable  attorneys'  fees
incurred by EMPLOYEE in contesting the notice of termination.


         5.4  Demotion, Transfer or Reduction in Compensation, Merger, Transfer
 of Assets, Change in Control or Business Discontinuation.

              5.4.1  Demotion, Transfer, or Reduction in Compensation.
If any of the following takes place:

         (1) EMPLOYEE is demoted,  including for these purposes (i) any material
change  in the title or  duties  described  in  Addendum  I hereto,  or (ii) any
significant  reduction  or  change  by  ANACOMP  in  the  functions,  duties  or
responsibilities of EMPLOYEE under this Agreement,

         (2) any  reduction in annual base salary (but not including a reduction
in the  incentive  bonus  received by EMPLOYEE  resulting  from his or ANACOMP's
performance under any of the bonus plans discussed in Addendum II hereof),

EMPLOYEE may, in his sole  discretion,  elect to treat any such  occurrence as a
termination  of this  Agreement  by giving  written  notice of such  election to
ANACOMP,  entitling  EMPLOYEE  to  payment  of the  compensation,  benefits  and
Severance Allowance provided in Section 5.1 above. In the event ANACOMP disputes
any election  made by EMPLOYEE  pursuant to this Section  5.4.1,  ANACOMP  shall
notify  EMPLOYEE in writing of such  dispute  within ten (10) days of  receiving
EMPLOYEE's  written  election  and both  parties  shall  proceed to  negotiate a
resolution of such dispute in good faith. If ANACOMP does not so notify EMPLOYEE
within  the ten (10)  day  period,  ANACOMP  shall be  deemed  to have  accepted
EMPLOYEE's  election  and shall pay all  compensation,  benefits  and  Severance
Allowance provided in Section 5.1 above.

              5.4.2  Merger, Transfer of Assets, Change in Control or Business
 Discontinuation.  In the event of any:

              (a) merger or consolidation  where ANACOMP is not the consolidated
or surviving  company and the surviving or resulting  company does not expressly
agree to be bound by and have the benefits of the provisions of this  Agreement,
or

              (b) transfer of all or substantially  all of the assets of ANACOMP
and the transferee of ANACOMP's  assets does not expressly  agree to be bound by
and have the benefits of the provisions of this Agreement, or

              (c)  change  in  control  of  ANACOMP  of a nature  that  would be
required to be reported in response to Item 6(e) of Schedule  14A of  Regulation
14A  promulgated  under the Securities  Exchange Act of 1934 as in effect on the
day thereof (the "Exchange  Act"),  provided that,  without  limitation,  such a
change in control  shall be deemed to have occurred if: (i) during any period of
two (2)  consecutive  years,  individuals  who at the  beginning  of such period
constitute  the Board  cease for any reason to  constitute  a majority  thereof,
unless the election or nomination for election by ANACOMP's shareholders of each
new director was  approved by a vote of at least 2/3 of the  directors  who were
directors  at  the  beginning  of  such  period;  or  (ii)  transfer  of  all or
substantially  all of the stock of ANACOMP and the transferee of ANACOMP's stock
does not expressly  agree to be bound by and have the benefits of the provisions
of this Agreement, or




              (d) discontinuation of the business by ANACOMP, then, (i) EMPLOYEE
may, in his sole discretion, elect to treat any such occurrence as a termination
of this  Agreement  by giving  written  notice of such  election  and  immediate
termination  of his  employment to ANACOMP,  and (ii) ANACOMP shall pay EMPLOYEE
within thirty (30) days of EMPLOYEE's  election and  termination of employment a
payment equal to the Severance  Allowance.  This Severance Allowance shall be in
addition to the regular  compensation  and benefits that EMPLOYEE is entitled to
receive up to the date EMPLOYEE's employment with ANACOMP terminates.

         5.5 Return of Company Property.  EMPLOYEE agrees to return all property
of  ANACOMP,  including  but not  limited  to,  details  of  equipment,  prices,
specifications,  programs, customer and prospective customer lists and any other
proprietary  data or objects  acquired  through the EMPLOYEE's  employment  with
ANACOMP,  within seven (7) days after  termination of employment,  regardless of
the reason therefor.

         5.6 Waiver of Claims. All Severance  Allowance payments made by ANACOMP
to EMPLOYEE pursuant to Section II hereof or this Section V shall be in full and
complete  payment of any and all claims that  EMPLOYEE may have against  ANACOMP
regarding  his  employment  or the  termination  thereof,  and  EMPLOYEE  hereby
expressly  waives all rights that he may have to any other  payments or to bring
any other claims based upon his employment or the  termination  thereof.  Except
for the qualification  with respect to employee benefits described in Section II
above, all Severance  Allowance payments due from ANACOMP to EMPLOYEE under this
Agreement  are absolute,  and shall not be  diminished or otherwise  affected by
virtue of EMPLOYEE's securing  alternative  employment.  At the time he receives
his  Severance  Allowance,  EMPLOYEE  agrees  that he  will  execute  a  release
agreement in favor of ANACOMP.

                                   SECTION VI

                    Restrictive Covenant and Non-Competition
                            Confidential Information

         6.1  Non-Competition.   EMPLOYEE  and  ANACOMP  shall  enter  into  the
"Confidentiality,  Non-Competition and Non-Disclosure Agreement" attached hereto
as  Addendum  III.  In the  event  of any  conflict  between  the  terms of this
Agreement and such  Non-Disclosure  Agreement,  this Agreement shall govern.  If
EMPLOYEE violates such Non-Disclosure Agreement, ANACOMP shall have the right to
stop all termination  payments due under Sections II and/or V hereof, which have
not yet been fully paid to EMPLOYEE.

         The  provisions  of  this  Section  shall  not  prevent  EMPLOYEE  from
complying  with the terms of this  Agreement  with  ANACOMP  nor from owning any
shares  of  stock  of any  competitor  of  ANACOMP  so long as such  shares  are
regularly  traded on a recognized  security  exchange or are listed for trade by
NASDAQ in the Over-the-Counter Market.

                                   SECTION VII

                         Warranties and Representations

         7.1 EMPLOYEE hereby warrants and represents as follows:

         (1)  That  the  execution  of  this  Agreement  and  the  discharge  of
EMPLOYEE's  obligations  hereunder  will not breach or  conflict  with any other
contract,  agreement or  understanding  between  EMPLOYEE and any other party or
parties.

         (2) That EMPLOYEE has ideas,  information and know-how  relating to the
type of business  conducted by ANACOMP and EMPLOYEE's  disclosure of such ideas,
information and know-how to ANACOMP will not conflict with or violate the rights
of any third party or parties with respect thereto.

                                  SECTION VIII

                                    Remedies

         8.1 The  parties  agree that the  remedy  for breach of this  Agreement
shall include actions in equity for injunctive  relief as well as money damages.
The remedies  given to or reserved by each party  hereunder  shall be cumulative
and not exclusive of any other remedy available under law.

                                   SECTION IX

                                    No Waiver

         9.1 The failure of EMPLOYER to terminate  this Agreement for the breach
of any condition or covenant herein by the EMPLOYEE shall not affect  EMPLOYER's
right to terminate for  subsequent  breaches of the same or other  conditions or
covenants.  The failure of either party to enforce at any time or for any period
of time any of the  provisions  of this  Agreement  shall not be  construed as a
waiver of such  provisions  or of the right of the party  thereafter  to enforce
each and every such provision.

                                    ARTICLE X

                                     Benefit

         10.1 This Agreement shall bind, benefit, and be enforceable by ANACOMP,
its  successors  and assigns,  and by  EMPLOYEE,  EMPLOYEE's  heirs,  executors,
administrators, and legal representatives.

                                   ARTICLE XI

                                  Severability

         11.1 Should any provision of this  Agreement not be  enforceable in any
jurisdiction, the remainder of the Agreement shall not be affected thereby.

                                   ARTICLE XII

                                    Survival

         12.1 The obligations  contained in Sections II, V, and VI shall survive
the termination of this Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have  executed or caused this
Agreement to be executed as of the day,  month and year stated on the cover page
of this  Agreement,  which  Agreement  shall be effective  only upon approval by
ANACOMP, INC., as evidenced by the authorized signature of an officer of ANACOMP
below.



APPROVED BY:

ANACOMP, INC.                                                 EMPLOYEE:



By: /Talton R. Embry/                                         /Ralph W. Koehrer
   Talton R. Embry                                   Ralph W. Koehrer
   Chairman, Compensation Committee




<PAGE>


                                   ADDENDUM I

                                       TO

                   EMPLOYMENT AGREEMENT DATED DECEMBER 7, 1997

                                     BETWEEN

                            ANACOMP, INC. ("ANACOMP")

                                       AND

                          RALPH W. KOEHRER ("EMPLOYEE")




Scope of Employment

         ANACOMP will employ the EMPLOYEE in the capacity of President and Chief
Executive  Officer of ANACOMP.  EMPLOYEE will be  responsible  for  establishing
ANACOMP's  strategic  direction  and  operational  priorities,  determining  the
organizational  structure for all of ANACOMP's operating divisions and strategic
business  units,  establishing  all ANACOMP  management  compensation  plans and
submitting such plans to ANACOMP's Board of Directors,  and developing ANACOMP's
policies and procedures.

Location

        EMPLOYEE will be based at ANACOMP's Poway, California facility.

Base Salary

         For all services  rendered by EMPLOYEE under this  Agreement,  EMPLOYEE
shall  receive a Base Salary of $400,000 per year payable  bi-weekly.  This Base
Salary will take effect on October 1, 1997.  Base Salary will be reviewed at the
beginning of each fiscal year.

Incentive Compensation

Bonuses

         In addition to Base  Salary,  EMPLOYEE  shall  receive an annual  bonus
opportunity of $266,667 payable quarterly, as more particularly described in the
EMPLOYEE's  Compensation  Plan attached hereto as Addendum II. This annual bonus
will take effect on October 1, 1997.  The annual bonus shall be  established  at
the beginning of each fiscal year.

Stock Options

       ANACOMP has  awarded  EMPLOYEE  with an  additional  non-qualified  stock
option to purchase  42,500  shares of ANACOMP  Common Stock at a price of $13.50
per share, vesting on 9/30/98.


<PAGE>




ANACOMP, INC.                                                 EMPLOYEE



By: /Talton R. Embry/                                /Ralph W. Koehrer/
   Talton R. Embry                          Ralph W. Koehrer
   Chairman, Compensation Committee




<PAGE>


                                   ADDENDUM II

                                       TO

                           EMPLOYMENT AGREEMENT DATED

                                     BETWEEN

                            ANACOMP, INC. ("ANACOMP")

                                       AND

                          RALPH W. KOEHRER ("EMPLOYEE")

                                  MANAGEMENT 1A
<TABLE>
<CAPTION>

PERIOD:  10/1/97 TO 9/30/98                                   NAME:  Ralph W. Koehrer

You are assigned the following compensation related items:
(Percentage Total Compensation)
<S>                                          <C>             <C>              <C>             <C>              <C>    
                                                  1 QTR           2 QTR            3 QTR           4 QTR             YEAR
1.  Base Salary                                                                                                $       400,000

2.  Area Profit Bonus (10%)                  $                $               $                $               $         66,667
                                             16,667           16,667          16,667           16,667
     Area Profit Goal                        $    3,919,000   $    4,332,000  $    6,384,000   $    7,821,000  $  22,455,000
     Area Profit Center(s)
                                                                                                               0001

3.  Area Revenue Bonus (16%)                 $                $               $                $               $       106,667
                                             26,667           26,667          26,667           26,667
     Area Revenue Goal                       $118,675,000     $121,008,000    $127,589,000     $129,628,000    $496,900,000
     Area Revenue Center(s)
                                                                                                               0001

4.  Asset Management Bonus(6%)               $                $               $                $               $         40,000
                                             10,000           10,000          10,000           10,000
     Asset Management Target - Inventory                                                                       $    3,200,000
     Asset Management Center(s)                      See Attached Schedule for A/R Target Information
                                                                                                               0001

5.  Corporate EBITDA Bonus (8%)              $                $               $                $               $         53,333
                                             13,333           13,333          13,333           13,333
     Corporate EBITDA Goal                   $  19,918,000    $  20,736,000   $  23,911,000    $  26,151,000   $  90,716,000

</TABLE>

COMPENSATION COMPUTATIONS:

AREA PROFIT  BONUS:  Upon the  quarterly  closing of the  corporate  books,  the
quarter's  actual  performance  as  a  percentage  of  the  quarter's  quota  is
calculated and computed for Anacomp Adjusted Net Income.  Payment  percentage is
calculated per the attached Accelerator and Decelerator Schedule.


AREA REVENUE  BONUS:  Upon the  quarterly  closing of the corporate  books,  the
quarter's  actual  performance  as  a  percentage  of  the  quarter's  quota  is
calculated  and  computed  for Anacomp  Total  Revenue.  Payment  percentage  is
calculated per the attached Accelerator and Decelerator Schedule.

ASSET MANAGEMENT BONUS:  Paid quarterly on Anacomp's  quarterly asset management
targets.  Asset Management Targets include $3,200,000 in inventory reductions as
well as an Accounts Receivable DSO and Percentage Past Due calculation.  Nothing
paid for performance less than 90% of goal. For performance  >=90% and <=100% of
goal,  payment   percentage  is  calculated  as  follows:   Payment  %  =  50  +
((Performance % - 90) * 5)

         .........Examples Performance      Payment
         .........                  <  90%                0%
         .........                      90%              50%
         .........                    100%              100%
         .........                  >100%               100%

         .........Maximum payment percentage is 100% of bonus amount

CORPORATE EBITDA BONUS:  Paid quarterly based on Anacomp,  Inc. EBITDA quarterly
goals. Nothing paid for performance less than 90% of goal. Payment percentage is
calculated as follows: Payment % = 50+((Performance % - 90) * 5)
         .........Examples Performance      Payment
         .........                  <  90%                 0%
         .........                      90%               50%
         .........                    100%               100%
         .........                  >120%                200%

SCHEDULE OF ACCELERATORS AND DECELERATORS

         .........% Goal            % Paid           Scale
                  ----------------------------------------
         .........150               185              1.75
         .........140               167              1.75
         .........130               150              1.75
         .........120               132              1.75
         .........110               115              1.75
         .........106               108              1.5
         .........105               106              1.5
         .........104               105              1.5
         .........103               103              1
         .........102               102              1
         .........101               101              1
         .........100               100              1
         .........  99                99             1
         .........  98                98             1
         .........  97                97             1
         .........  96                95             1.625
         .........  95                94             1.625
         .........  94                92             1.625
         .........  90                84             2
         .........  80                64             2
         .........  70                44             2
         .........  60                24             2
         .........  50                  4            2


ADMINISTRATIVE PROCEDURES:

1.       Achievement  numbers  for  compensation  are  taken  from  the  Company
         financial statements prepared in accordance with Anacomp's policies.

2. There will be no draws against the incentive base.

3.       Any Incentive Base payments  discussed herein are earned by and payable
         only to those managers employed by Anacomp, Inc. on the last day of the
         period when such payment would be due.

4.       The corporation  has the right, at any time, to adjust  prospectively a
         manager's  salary or goals, or to change any other term or condition of
         this plan.  All  elements  of the CEO's  compensation  plan,  including
         salary, incentive base and goals, need the approval of the compensation
         committee of the Board of Directors.

5.       Goals are assigned  annually.  All computations and resulting  payments
         are based on approved  quarterly  goals.  Each quarter stands alone for
         compensation purposes.


<PAGE>


                                  ADDENDUM III

                                       TO

                   EMPLOYMENT AGREEMENT DATED DECEMBER 7, 1997

                                     BETWEEN

                            ANACOMP, INC. ("ANACOMP")

                                       AND

                          RALPH W. KOEHRER ("EMPLOYEE")


In  consideration  of the  employment  or  continued  employment  of EMPLOYEE by
Anacomp,  Inc. and its  successors,  assigns,  subsidiaries,  or duly authorized
representatives  (hereinafter  collectively referred to as "Anacomp") and of the
award of an option for the  purchase of 42,500  shares of Anacomp,  Inc.  Common
Stock,  par value $.01 per share, at a price of $13.50 (price as set on the date
of award), EMPLOYEE hereby agrees as follows:

1.  Confidentiality and Trade Secrets.  The EMPLOYEE recognizes and acknowledges
that  during the course of his/her  employment,  he/she  will have access to and
become acquainted with  confidential,  trade secret and proprietary  information
about Anacomp's businesses and customers  (hereinafter  collectively referred to
as the "Protected Information"). The parties hereto recognize that the Protected
Information  available to EMPLOYEE  may pertain  both to customers  and accounts
handled by EMPLOYEE  personally as well as accounts  with which  EMPLOYEE is not
personally   involved.   The  parties  agree  that  all  Protected   Information
constitutes a trade secret of Anacomp. Protected Information may include, but is
not  limited  to, the names,  addresses,  and  requirements  of any  customer or
prospective   customer  of  Anacomp;   the  terms  (including  price  terms)  of
contractual  relations  with  such  customers;   special  requirements  of  such
customers;  the  identities of individual  contacts at such  customers;  and any
other  information   relating  to  Anacomp's  research,   operations,   business
relationships,  engineering data or results, specifications,  concepts, methods,
processes,  rates  or  schedules,  vendor  information,   products  or  services
(including prices, costs, sales or content),  financial information or measures,
business methods, future business plans, data bases, computer programs, designs,
models,  operating procedures,  and knowledge of the organization.  The EMPLOYEE
recognizes and acknowledges  that all of the Protected  Information is valuable,
special and  essential  to the  successful  and  effective  conduct of Anacomp's
business.  Therefore,  the EMPLOYEE shall not,  during his/her  employment  with
Anacomp or at any time  thereafter,  regardless  of the reasons for leaving that
employment, use, disclose or communicate,  directly or indirectly, any Protected
Information to any third party for any reason or purpose  whatsoever,  except as
required in the course of his/her  employment  with Anacomp.  Further,  upon the
termination  of his/her  employment  with  Anacomp,  for any reason  whatsoever,
EMPLOYEE  shall  promptly  return  any and all copies of any  written  material,
documents,  computer  hardware and software,  tools and  equipment  belonging to
Anacomp or relating to the business of Anacomp in his/her possession.



2.  Non-Competition.

    2.1  Non-Competition  While an EMPLOYEE or Consultant.  While an employee of
Anacomp,  or as a consultant to Anacomp  after his  termination  of  employment,
EMPLOYEE  agrees not to compete in any manner,  either directly or indirectly as
an  employee,  consultant,  investor  or  owner,  whether  for  compensation  or
otherwise, with Anacomp, or to assist any other person or entity to compete with
Anacomp. Further, while an employee of Anacomp, EMPLOYEE agrees not to engage in
any other employment without the prior written permission of Anacomp.

3.   Non-Solicitation.

     3.1 Non-Solicitation of Employees. During the term of his/her employment at
Anacomp and for two (2) years  following the  termination for any reason of such
employment,  EMPLOYEE  agrees,  either on his/her own behalf or on behalf of any
other  person or  entity,  directly  or  indirectly,  not to hire,  solicit,  or
encourage  to leave the employ of Anacomp  any person who is then an employee of
Anacomp.  The  foregoing  restrictions  shall apply to employees  located in all
geographical  areas where  EMPLOYEE  performed  services for Anacomp  during the
two-year period prior to his/her termination, including areas for which EMPLOYEE
had supervisory authority.

     3.2  Non-Solicitation  of  Customers.   Because  of  EMPLOYEE's  access  to
Protected  Information  of Anacomp,  EMPLOYEE  agrees  that,  during the term of
his/her  employment at Anacomp and for two (2) years  following the  termination
for any reason of such employment,  he/she will not, directly or indirectly,  in
connection with the products and services  offered by Anacomp and those products
and services  which are  competitive  with the products and services of Anacomp:
(a)  solicit,  attempt  to  obtain,  or in any way  transact  business  with any
customers  which were customers of Anacomp  during his/her  employment or at the
time  of  his/her  termination;  (b)  aid  or  assist  any  other  party  in the
solicitation   of  any  such   customers;   or  (c)  interfere   with  Anacomp's
relationships with any of its customers by soliciting such customers or inducing
them to  discontinue  their  relationships  with Anacomp.  Products and services
which are competitive  with the products and services of Anacomp include but are
not    limited    to:    Micrographics     Products    (computer    output    to
microfilm-COM-equipment and software, cameras and film, processors, duplicators,
retrieval    and   display    equipment    and    software,    computer    aided
retrieval-CAR-systems,  readers, reader printers, other micrographics equipment,
micrographics  equipment  maintenance,  micrographics  consumable  supplies  and
accessories,  records management software);  Output Services (computer output to
microfilm-COM,  source  document  microfilming,  output of data to compact disk,
laser printing,  conversion of paper and film to electronic images, micrographic
or  electronic   imaging  system  design,   consulting  and  education,   system
implementation and integration); Electronic Image Management Products (hardware,
software,  magnetics  products  including  tapes,  tape drives and optical media
supplies,  maintenance  of  electronic  imaging  equipment);   Electronic  Image
Management  Services  (conversion of computer generated data to optical or laser
disk,  COLD,  electronic  document  imaging and  workflow,  conversion  of paper
documents to electronic images,  system design consulting and education,  system
implementation and integration,  conversion of microfilm to electronic  images);
and  Archival  Services  (storage,  management  and  retrieval  of all  forms of
customer  information and business records,  including but not limited to paper,
microfiche,   magnetic  media  and  digital   storage   media).   The  foregoing
restrictions  shall apply to all  geographical  areas where  EMPLOYEE  performed
services for Anacomp  during the two-year  period prior to his/her  termination,
including areas for which EMPLOYEE had supervisory authority.

4. Remedies.  EMPLOYEE  acknowledges that compliance with Sections 1, 2 and 3 of
this Agreement is necessary to protect the business and good will of Anacomp and
that a breach of those sections will irreparably and continually  damage Anacomp
for which money damages may not be adequate. Therefore, EMPLOYEE agrees that, in
the event he/she breaches or threatens to breach any of these Sections,  Anacomp
shall be entitled to both a  preliminary  or  permanent  injunction  in order to
prevent the  continuation  of such harm and money damages insofar as they can be
determined.  Nothing in this Agreement,  however, shall be construed to prohibit
Anacomp from also pursuing any other remedy,  the parties having agreed that all
remedies shall be cumulative.

5. Inventions. EMPLOYEE agrees that all inventions,  improvements,  discoveries,
systems, techniques, ideas, processes,  programs, and other things of value made
or conceived in whole or in part by EMPLOYEE  while an employee of Anacomp shall
be and  remain the sole and  exclusive  property  of  Anacomp,  and he/she  will
disclose all such things of value to Anacomp and will  cooperate with Anacomp to
insure  that the  ownership  by  Anacomp of such  things of value is  protected.
Nothing  in this  Section  is  meant  to  apply  to an  invention  for  which no
equipment,  supplies,  facility or trade secret information of Anacomp was used,
which was developed  entirely on EMPLOYEE's  own time, and which does not relate
to  Anacomp's  business,  research,  development  or from any work  performed by
EMPLOYEE for Anacomp.

6.  Employment.  This  Agreement  does not confer  upon  EMPLOYEE  any rights to
continue  in the  employ of  Anacomp  or affect  in any way  Anacomp's  right to
terminate his/her employment at any time.

7.  Severability.  If any  provision  or clause of this  Agreement,  or  portion
thereof,  shall be held by any court or other tribunal of competent jurisdiction
to be illegal, void or unenforceable in such jurisdiction, the remainder of such
provisions shall not thereby be affected and shall be given full effect, without
regard to the invalid  portion.  It is the intention of the parties that, if any
court  construes  any  provision  or clause of this  Agreement,  or any  portion
thereof,  to be illegal,  void or unenforceable  because of the duration of such
provision  or the area or matter  covered  thereby,  such court shall reduce the
duration,  area or matter of such  provision  and,  in its  reduced  form,  such
provision shall then be enforceable and shall be enforced.

8. Binding  Effect.  The rights and obligations of this Agreement shall inure to
and be binding  upon the  parties and their  respective  heirs,  successors  and
assigns.

9.  Attorneys'  Fees.  In the event of any  dispute,  proceeding  or  litigation
concerning any controversy, claim or dispute between the parties hereto, arising
out of or relating to this Agreement or the  interpretation  or breach  thereof,
each party shall pay its own expenses,  attorneys' fees,  expert fees, and costs
incurred  therein or in the  enforcement  or collection of any judgment or award
rendered therein.

10. No Waiver.  Anacomp's  failure to enforce any  provision  of this  Agreement
shall not in any way be construed as a waiver of any such provision,  or prevent
Anacomp thereafter from enforcing each and every provision of this Agreement.

11. Entire  Agreement.  This Agreement  represents the entire agreement  between
EMPLOYEE and Anacomp, with respect to the subject matter hereof, superseding all
previous oral and written  communications,  representations,  understandings  or
agreements.

12. EMPLOYEE's  Understanding.  EMPLOYEE represents and warrants that he/she has
read each and every term of this  Agreement and  understands  the serious duties
and obligations  imposed upon EMPLOYEE thereby.  EMPLOYEE further represents and
warrants  that he/she has had full and ample  opportunity  to  question  Anacomp
about this Agreement and each of its terms and to consult an attorney  regarding
this Agreement and each of its terms. EMPLOYEE represents that he/she is free to
enter this  Agreement and to perform each of its terms and  covenants.  EMPLOYEE
represents  that  he/she  is not  restricted  or  prohibited,  contractually  or
otherwise, from entering into and performing this Agreement, and that his or her
execution and  performance of this Agreement is not a violation or breach of any
other agreement between EMPLOYEE and any other person or entity.


DATED:  January 27, 1998


ANACOMP, INC.


By: /William C. Ater/                                /Ralph W. Koehrer/
    William C. Ater                         EMPLOYEE (signature)

Its: Senior Vice President & CAO            Ralph W. Koehrer
                                            ----------------
              ....                          EMPLOYEE (printed)


         .........                          President & Chief Executive Officer
                                            -----------------------------------
         .........                          Current position


         .........                          Poway, California
                                            -----------------
         .........                          Current location


         .........                          ###-##-####
                                            -----------
         .........                          Social Security Number