ANACOMP, INC.

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

     This Change of Control  Severance  Agreement (the  "Agreement") is made and
entered into by and between  Linster Fox  ("Executive")  and Anacomp,  Inc.,  an
Indiana corporation ("Company"),  effective as of April 28, 2003 (the "Effective
Date").

                                    RECITALS

A.   It is expected that Company from time to time will consider the possibility
     of an acquisition by another company or other change of control.  The Board
     of Directors of Company (the "Board")  recognizes that such  considerations
     can be a  distraction  to  Executive  and can cause  Executive  to consider
     alternative employment  opportunities.  The Board has determined that it is
     in the best  interests  of  Company  and its  shareholders  to assure  that
     Company will have the continued  dedication  and  objectivity of Executive,
     notwithstanding  the  possibility,  threat  or  occurrence  of a Change  of
     Control (as defined herein) of Company.

B.   The Board  believes  that it is in the best  interests  of Company  and its
     shareholders to provide  Executive with an incentive to continue his or her
     employment and to motivate  Executive to maximize the value of Company upon
     a Change of Control for the benefit of its shareholders.

C.   The Board believes that it is imperative to provide  Executive with certain
     severance benefits upon Executive's  termination of employment  following a
     Change of Control.  These  benefits  will provide  Executive  with enhanced
     financial  security and incentive and  encouragement to remain with Company
     notwithstanding the possibility of a Change of Control.

D.   Certain  capitalized  terms used in the  Agreement are defined in Section 6
     below.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

1.   Term of Agreement. This Agreement shall terminate upon the date that all of
     the  obligations  of the parties hereto with respect to this Agreement have
     been satisfied.

2.   At-Will  Employment.  Company and Executive  acknowledge  that  Executive's
     employment is and shall continue to be at-will, as defined under applicable
     law,  except as may otherwise be  specifically  provided under the terms of
     any written formal  employment  agreement between Company and Executive (an
     "Employment  Agreement").  If  Executive's  employment  terminates  for any
     reason, including (without limitation) any termination prior to a Change of
     Control,  Executive  shall  not  be  entitled  to any  payments,  benefits,
     damages, awards or compensation other than as provided by this Agreement or
     under his or her Employment Agreement.

3.   Agreement  to  Remain  with  Company  for 6 Months  Following  a Change  of
     Control. Executive agrees to remain employed with Company (or its successor
     corporation) for a period of six months following a "Change of Control" (as
     defined  herein)  unless  his or her  employment  terminates  due to death,
     Executive's "Disability" (as defined herein), for "Good Reason" (as defined
     herein),  or is terminated  involuntarily  by Company during such six month
     period.

4.   Severance Benefits.

     (a)  Involuntary  Termination Other than for Cause or Voluntary Termination
          for Good Reason Following a Change of Control. If within twelve months
          following a Change of Control:  (i)  Executive  terminates  his or her
          employment  with Company (or any parent or  subsidiary of Company) for
          "Good Reason" (as defined  herein);  or (ii) Company (or any parent or
          subsidiary of Company)  terminates  Executive's  employment  for other
          than  "Cause" (as defined  herein)  and  Executive  signs and does not
          revoke a standard  release of claims with Company in a form reasonably
          acceptable to Company and Executive  agrees to continue to comply with
          the surviving  provisions of any confidentiality or proprietary rights
          agreement   signed  by  Executive  in  connection   with  his  or  her
          employment,  then Executive shall receive the following severance from
          Company:

          (i)  Severance  Payment.  Executive  shall be  entitled  to  receive a
               "Severance Payment" (less applicable  withholding taxes) equal to
               100% of Executive's  annual base salary (as in effect immediately
               prior  to  (A)  the  Change  of  Control,   or  (B)   Executive's
               termination,  whichever  is  greater)  plus  100% of  Executive's
               Average Bonus Payment (as defined  herein) for the fiscal year in
               which the Change of Control or  Executive's  termination  occurs,
               whichever  is  greater,  less any  amount of the  bonus  that has
               already   been  paid  out  in  the  year  in  which   Executive's
               termination occurs.

          (ii) Options;  Restricted  Stock.  As provided in  Company's  existing
               stock option  agreements,  all of  Executive's  then  outstanding
               options  to  purchase  shares  of  the  Company's   Common  Stock
               ("Options")  shall  immediately  vest  and  became   exercisable.
               Additionally,  any shares of the Company's Common Stock then held
               by Executive subject to a Company  repurchase right  ("Restricted
               Stock") shall  immediately vest and Company's right of repurchase
               with respect to such shares of Restricted  Stock shall lapse. The
               Options shall remain  exercisable  following the  termination  of
               employment  for the period  prescribed in the  respective  option
               agreements.

          (iii)Continued Executive Benefits.  Company will pay: (A) the premiums
               required to continue Executive's group health,  dental and vision
               care coverage at the same ratio of Company's  premium  payment to
               Executive  as was in effect  immediately  prior to the  Change of
               Control,  under the  applicable  provisions  of the  Consolidated
               Omnibus Budget  Reconciliation  Act of 1985  ("COBRA"),  provided
               that Executive  elects to continue and remains eligible for these
               benefits under COBRA;  and (B) the premiums  required to continue
               Executive's  long-term  disability and life insurance coverage at
               the same ratio of Company's  premium  payment to Executive as was
               in effect  immediately  prior to the Change of Control,  provided
               the benefit plans allow Executive to convert these policies to an
               individual policy (continued coverage under Section  4(a)(iii)(A)
               & (B) above collectively referred to as "Company-Paid Coverage").
               If such  coverage  included  Executive's  dependents  immediately
               prior to the Change of  Control,  such  dependents  shall also be
               covered at Company expense.  Executive's  portion of the premiums
               shall be deducted from the severance payment described in Section
               4(a)(i)  above.  Company-Paid  Coverage  shall continue until the
               earlier  of:  (i)  twelve  months  from the  date of  Executive's
               termination, or (ii) the date upon which Executive and his or her
               dependents become covered under another  employer's group health,
               dental, vision, long-term disability or life insurance plans that
               provide  Executive  and  his or her  dependents  with  comparable
               benefits and levels of coverage.

     (b)  Timing of  Severance  Payments.  The  severance  payment  described in
          Section  4(a)(i)  above shall be paid by Company to  Executive  within
          fifteen business days following a termination  covered by Section 4(a)
          above.

     (c)  Voluntary   Resignation;   Termination   for  Cause.   If  Executive's
          employment with Company  terminates (i) voluntarily by Executive other
          than for Good Reason or (ii) for Cause by the Company,  then Executive
          shall not be entitled to receive  severance or other  benefits  except
          for those (if any) as may then be established under the Company's then
          existing  severance  and benefits  plans and  practices or pursuant to
          other written agreements with Company.

     (d)  Termination  Apart from  Change of Control.  In the event  Executive's
          employment  is  terminated  for  any  reason,   either  prior  to  the
          occurrence  of a Change of Control or after the  twelve  month  period
          following a Change of  Control,  then  Executive  shall be entitled to
          receive  severance  and  any  other  benefits  only  as  may  then  be
          established  under Company's  existing written  severance and benefits
          plans and  practices  or pursuant  to other  written  agreements  with
          Company.

     (e)  Exclusive  Remedy.  In  the  event  of a  termination  of  Executive's
          employment  within  twelve months  following a Change of Control,  the
          provisions  of this Section 4 are intended to be and are exclusive and
          in lieu of any other rights or remedies to which  Executive or Company
          may  otherwise  be  entitled,  whether at law,  tort or  contract,  in
          equity,  or under this  Agreement.  Executive  shall be entitled to no
          benefits, compensation or other payments or rights upon termination of
          employment  following  a Change of Control  other than those  benefits
          expressly set forth in this Section 4.

     (f)  No Duplicative Payments. In the event that Executive would be entitled
          to severance  payments under this Agreement and also under any Company
          policy or any other  agreement  with  Company,  then the terms of this
          Agreement  shall  control  Company's  payment   obligations,   to  the
          exclusion of any other agreement or Company policy.

5.   Limitation on Payments.  In the event that the severance and other benefits
     provided  for in this  Agreement  or  otherwise  payable to  Executive  (i)
     constitute  "parachute  payments" within the meaning of Section 280G of the
     Internal  Revenue  Code of 1986,  as amended  (the "Code") and (ii) but for
     this  Section 5, would be subject to the excise tax imposed by Section 4999
     of the Code, then Executive's  severance  benefits under Section 4(a) shall
     be either:

     (a)  delivered in full, or

     (b)  delivered as to such lesser extent which would result in no portion of
          such severance benefits being subject to excise tax under Section 4999
          of the Code,  whichever of the foregoing amounts,  taking into account
          the  applicable  federal,  state and local income taxes and the excise
          tax imposed by Section 4999, results in the receipt by Executive on an
          after-tax  basis,  of  the  greatest  amount  of  severance  benefits,
          notwithstanding  that all or some portion of such  severance  benefits
          may be taxable  under  Section  4999 of the Code.  Unless  Company and
          Executive otherwise agree in writing, any determination required under
          this  Section  5 shall be made in  writing  by  Company's  independent
          public   accounts   immediately   prior  to  Change  of  Control  (the
          "Accountants"),  whose  determination  shall be conclusive and binding
          upon  Executive and Company for all  purposes.  For purposes of making
          the calculations  required by this Section 5, the Accountants may make
          reasonable assumptions and approximations  concerning applicable taxes
          and may rely on reasonable,  good faith interpretations concerning the
          application  of  Sections  280G  and  4999 of the  Code.  Company  and
          Executive  shall  furnish  to the  Accountants  such  information  and
          documents as the Accountants may reasonably request in order to make a
          determination  under this  Section.  Company  shall bear all costs the
          Accountants may reasonably  incur in connection with any  calculations
          contemplated by this Section 5. Notwithstanding anything herein to the
          contrary,  Employee may agree to reduce the amount of payments  and/or
          benefits otherwise owed to him or her if such reduction would increase
          the after tax benefits to him or her.

6.   Definition of Terms.  The  following  terms  referred to in this  Agreement
     shall have the following meanings:

     (a)  Average Bonus  Payment.  "Average  Bonus Payment" means the average of
          the bonuses  paid to the  individual  over the last three fiscal years
          prior to the date of determination;  except that if the computation is
          being made as of a date before  September  30, 2003,  then the Average
          Bonus  Payment is the  average of the bonuses  paid to the  individual
          over the last two fiscal years.

     (b)  Cause.  "Cause" shall mean (i) an act of personal  dishonesty taken by
          Executive  in  connection  with  his  or  her  responsibilities  as an
          Executive and intended to result in substantial personal enrichment of
          Executive, (ii) Executive being convicted of a felony, (iii) a willful
          act by  Executive  which  constitutes  gross  misconduct  and which is
          injurious  to  Company,  (iv)  following  delivery to  Executive  of a
          written demand for  performance  from the Company which  describes the
          basis for the  Company's  reasonable  belief  that  Executive  has not
          substantially  performed  his or her duties,  continued  violations by
          Executive of Executive's obligations to Company which are demonstrably
          willful and deliberate on Executive's part, (v) Executive's  death; or
          (vi) Executive's Disability.

     (c)  Change of Control.  "Change of Control" means the occurrence of any of
          the following:

          (i)  Any "person" (as such term is used in Section  13(d) and 14(d) of
               the  Securities  Exchange  Act of 1934,  as amended)  becomes the
               "beneficial  owner" (as  defined  in Rule 13d-3  under said Act),
               directly or  indirectly,  of securities  of Company  representing
               fifty percent (50%) or more of the total voting power represented
               by Company's then outstanding voting securities; or

          (ii) Any  action or event  occurring  within a two-year  period,  as a
               result  of which  fewer  than a  majority  of the  directors  are
               Incumbent Directors.  "Incumbent  Directors" shall mean directors
               who either (A) are directors of Company as of the date hereof, or
               (B) are elected or nominated for election,  to the Board with the
               affirmative  votes  of at  least  a  majority  of  the  Incumbent
               Directors at the time of such election or  nomination  (but shall
               not include an  individual  whose  election or  nomination  is in
               connection with an actual or threatened proxy contest relating to
               the election of directors of Company); or

          (iii)The  consummation  of a merger or  consolidation  of Company with
               any other corporation, other than a merger or consolidation which
               would  result in the voting  securities  of  Company  outstanding
               immediately  prior  thereto  continuing  to represent  (either by
               remaining   outstanding   or  by  being   converted  into  voting
               securities of the surviving  entity) at least fifty percent (50%)
               of the total voting power represented by the voting securities of
               Company or such surviving entity  outstanding  immediately  after
               such merger or consolidation; or

          (iv) The  consummation  of the  sale,  lease or other  disposition  by
               Company of all or substantially all Company's assets; or

          (v)  Adoption by the shareholders of a plan of liquidation or approval
               by shareholders of a proposal to dissolve of the Company.

     Notwithstanding   the   foregoing,   if  either  of  the  parties  who  are
grandfathered under the Company's Rights Plan (i.e., Tennenbaum Capital Partners
(and its  affiliates)  and Franklin (and its  affiliates))  are the parties that
trigger the  definition of a Change of Control  (either as a "person"  acquiring
shares,  through  a merger  or  consolidation  or by  effecting  a change in the
composition  of the  Board of  Directors),  then the  transaction  would  not be
considered to be a "Change of Control" under this  Agreement,  unless within the
six months immediately following the action that would otherwise be a "Change of
Control"  the  grandfathered  person  transfers  a  controlling  interest in the
Company to another party that is not an affiliate of the grandfathered person.

     (d)  Disability.  "Disability" shall mean that Executive has been unable to
          perform the essential functions of his or her job as the result of his
          or her  incapacity  due to physical or mental  illness,  impairment or
          medical condition,  and such inability, at least twenty-six (26) weeks
          after its  commencement,  is determined to be total and permanent by a
          physician  selected  by  Company or its  insurers  and  acceptable  to
          Executive or Executive's  legal  representative  (such Agreement as to
          acceptability not to be unreasonably withheld).  Termination resulting
          from  Disability  may only be  effected  after at least  thirty  days'
          written   notice  by  the  Company  of  its   intention  to  terminate
          Executive's  employment.  In the  event  that  Executive  resumes  the
          performance of substantially all of his or her duties hereunder before
          the termination of his or her employment becomes effective, the notice
          of  intent to  terminate  shall  automatically  be deemed to have been
          revoked.

     (e)  Good Reason.  "Good Reason" means without  Executive's express written
          consent:  (i) a  material  reduction  of  Executive's  duties,  title,
          authority or responsibilities,  relative to Executive's duties, title,
          authority or  responsibilities  as in effect immediately prior to such
          reduction,  or the  assignment  to Executive  of such reduced  duties,
          title,  authority  or  responsibilities,  provided,  however,  that  a
          reduction in duties,  title,  authority or responsibilities  solely by
          virtue of Company being acquired and made part of a larger entity (as,
          for  example,  when the Senior  Vice-President  of a business  unit of
          Company  remains as such  following a Change of Control)  shall not by
          itself  constitute  grounds  for a  "Voluntary  Termination  for  Good
          Reason";   (ii)  a  substantial   reduction  of  the   facilities  and
          perquisites   (including  office  space  and  location)  available  to
          Executive immediately prior to such reduction; or (iii) a reduction by
          Company in the base salary of Executive as in effect immediately prior
          to such reduction; or (iv) a material reduction by Company in the kind
          or level of benefits to which Executive was entitled immediately prior
          to such  reduction  with the  result  that  such  Executive's  overall
          benefits package is significantly reduced.  Notwithstanding the above,
          Executive  will not be deemed to have  resigned for Good Reason unless
          Executive  has  given the  Company  written  notice  of the  offending
          conduct and a thirty day opportunity to cure and Company has failed to
          cure such conduct within the thirty-day period.

7.   Successors.

     (a)  Company's  Successors.  Any  successor to Company  (whether  direct or
          indirect and whether by purchase, merger,  consolidation,  liquidation
          or otherwise) to all or substantially all of Company's business and/or
          assets shall assume the  obligations  under this  Agreement  and agree
          expressly to perform the obligations  under this Agreement in the same
          manner and to the same extent as Company  would be required to perform
          such  obligations  in the absence of a  succession.  For all  purposes
          under this  Agreement,  the term "Company" shall include any successor
          to Company's  business  and/or assets which  executes and delivers the
          assumption  agreement  described in this Section 7(a) or which becomes
          bound by the terms of this Agreement by operation of law.

     (b)  Executive's Successors.  The terms of this Agreement and all rights of
          Executive  hereunder shall inure to the benefit of, and be enforceable
          by,  Executive's   personal  or  legal   representatives,   executors,
          administrators,   successors,   heirs,   distributees,   devisees  and
          legatees.

8.   Notice.

     (a)  General.  All notices and other  communications  required or permitted
          hereunder  shall be in writing,  shall be  effective  when given,  and
          shall in any event be deemed to be given upon  receipt or, if earlier,
          (a) five days  after  deposit  with the U.S.  Postal  Service or other
          applicable postal service,  if delivered by first class mail,  postage
          prepaid, (b) upon delivery, if delivered by hand, (c) one business day
          after the  business  day of deposit  with  Federal  Express or similar
          overnight  courier,  freight prepaid or (d) one business day after the
          business  day of  facsimile  transmission,  if  delivered by facsimile
          transmission with copy by first class mail, postage prepaid, and shall
          be addressed (i) if to Executive, at his or her last known residential
          address  and  (ii) if to  Company,  at the  address  of its  principal
          corporate offices (attention:  Secretary), or in any such case at such
          other address as a party may  designate by ten days'  advance  written
          notice to the other party pursuant to the provisions above.

     (b)  Notice of  Termination.  Any  termination  by Company  for Cause or by
          Executive  for Good Reason or as a result of a  voluntary  resignation
          shall be  communicated  by a notice of  termination to the other party
          hereto given in accordance with Section 8(b) of this  Agreement.  Such
          notice  shall  indicate  the  specific  termination  provision in this
          Agreement relied upon, shall set forth in reasonable  detail the facts
          and circumstances claimed to provide a basis for termination under the
          provision so indicated and shall specify the  termination  date (which
          shall be not more than thirty  days after the giving of such  notice).
          The  failure  by either  party to  include  in the  notice any fact or
          circumstance  which  contributes  to a showing of Good Reason or Cause
          shall not waive any right of that party  hereunder  or  preclude  that
          party from  asserting  such fact or  circumstance  in  enforcing  that
          party's rights hereunder.

9.   Miscellaneous Provisions.

     (a)  No Duty to Mitigate.  Executive  shall not be required to mitigate the
          amount of any payment  contemplated by this  Agreement,  nor shall any
          such payment be reduced by any  earnings  that  Executive  may receive
          from any other source.

     (b)  Waiver.  No provision of this Agreement  shall be modified,  waived or
          discharged unless the  modification,  waiver or discharge is agreed to
          in writing and signed by  Executive  and by an  authorized  officer of
          Company  (other  than  Executive).  No waiver  by either  party of any
          breach of, or of compliance  with,  any condition or provision of this
          Agreement by the other party shall be considered a waiver of any other
          condition  or  provision  or of the same  condition  or  provision  at
          another time.

     (c)  Headings. All captions and section headings used in this Agreement are
          for  convenient  reference  only  and do  not  form  a  part  of  this
          Agreement.

     (d)  Entire Agreement.  This Agreement  constitutes the entire agreement of
          the  parties  hereto  and  supersedes  in  their  entirety  all  prior
          representations,  understandings,  undertakings or agreements (whether
          oral or written and whether  expressed or implied) of the parties with
          respect to the subject matter hereof.

     (e)  Choice  of  Law.  The  validity,   interpretation,   construction  and
          performance  of this  Agreement  shall be  governed by the laws of the
          State of California. The Superior Court of San Diego County and/or the
          United States  District Court for the Southern  District of California
          shall have exclusive  jurisdiction and venue over all controversies in
          connection herewith.

     (f)  Severability.  The invalidity or  unenforceability of any provision or
          provisions  of  this  Agreement  shall  not  affect  the  validity  or
          enforceability  of any other provision  hereof,  which shall remain in
          full force and effect.

     (g)  Withholding.  All payments  made  pursuant to this  Agreement  will be
          subject to withholding of applicable income and employment taxes.

     (h)  Counterparts.  This Agreement may be executed in counterparts, each of
          which  shall be deemed an  original,  but all of which  together  will
          constitute one and the same instrument.

     (i)  Attorneys  Fees. In the event of  litigation  between the parties over
          the terms of this Agreement and the  performance  of their  respective
          obligations  hereunder,  the  prevailing  party  shall be  entitled to
          receive its  reasonable  attorney's  fees and expenses  from the other
          party.

<PAGE>


     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized  officer,  as of the day and year set
forth below.


                                 ANACOMP, INC.

                                 By:     /s/Edward P. Smoot
                                         ___________________
                                         Edward P. Smoot

                                 Title:  Chairman

                                 EXECUTIVE


                                 /s/Linster W. Fox
                                 ___________________________
                                 Linster W. Fox