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                                                                    EXHIBIT 10.9


                       AMENDMENT TO TERMINATION AGREEMENT


     THIS AMENDMENT TO TERMINATION AGREEMENT (the "Amendment") dated this 16th
day of August, 2000, is made by and between Anacomp, Inc., an Indiana
corporation having its principal offices at 12365 Crosthwaite Circle, Poway,
California 92064 ("Anacomp"), and Donald W. Thurman, Chief Operating Officer of
Anacomp ("Thurman"). Anacomp and Thurman are sometimes together referred to
herein as the "Parties".

                                    RECITALS

     WHEREAS, Anacomp and Thurman are parties to that certain Termination
Agreement dated May 1, 2000 (the "Termination Agreement"), pursuant to which
Anacomp and Thurman agreed to terminate Thurman's Employment Agreement. All
capitalized terms used herein and not otherwise defined herein shall have the
meaning given to such terms in the Termination Agreement; and

     WHEREAS, Anacomp and Thurman desire to amend or supplement certain
provisions of the Termination Agreement.

                                    AGREEMENT

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

     1.   The Recitals to the Termination Agreement are supplemented by adding
the following as the first Recital thereto:

                    "Whereas, effective March 13, 2000, Thurman
                    executed in favor of Anacomp a promissory note in
                    the principal amount of $180,000 (the "Note"); and"

     2.   Section 3 (a) of the Termination Agreement is deleted in its entirety
and is replaced with the following language:

                    "SEVERANCE. On the Effective Date, Anacomp will
                    pay Thurman a severance allowance of $400,000 (the
                    "Severance Allowance"), payable bi-weekly in 26
                    equal installments, net of applicable withholding
                    taxes. However, if as of the date that Thurman has
                    received gross severance proceeds in an amount
                    that when subtracted from the Severance Allowance
                    equals the principal amount that remains
                    outstanding under the Note, then the remaining
                    severance amount payable to Thurman shall be
                    offset against the remaining principal amount of
                    the Note, which shall then be cancelled.


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                    For example, if Thurman makes no prepayments on
                    the Note, then once Anacomp has paid Thurman gross
                    severance equal to $220,000, the remaining
                    severance amount of $180,000 shall be offset
                    against the Note, which shall be cancelled."

     3.   Section 4 provides for the payment to Thurman of a bonus in an amount
up to $100,000, with the actual amount to be set by Anacomp's Compensation
Committee. Anacomp hereby agrees to pay Thurman a bonus of $25,000, payable the
first regularly scheduled Anacomp pay date after October 26, 2000.

     4.   Section 7 of the Termination Agreement is amended by deleting all
references therein to "Koehrer" and replacing those references with "Thurman".

     5.   Except as amended or supplemented hereby, the Termination Agreement
remains in full force and effect, in accordance with its terms.

     IN WITNESS WHEREOF, the undersigned Parties, acting through their duly
authorized representatives, have executed this Amendment as of the date first
written above .




                                   ANACOMP, INC.




                                   By:
                                     ------------------------------------
                                      Edward P. Smoot
                                      President and Chief Executive Officer





                                     ------------------------------------(L.S.)
                                     Donald W. Thurman