<PAGE>

EXHIBIT INDEX

EXHIBIT NUMBER



(10)      MATERIAL CONTRACTS

     (a) Amended and Restated Employment  Agreement,  effective October 1, 1996,
between Anacomp, Inc. and P. Lang Lowrey, III.

     (b) Employment Agreement,  effective October 1, 1992, between Anacomp, Inc.
and William C. Ater.

     (c) Employment  Agreement,  effective  February 15, 1996,  between Anacomp,
Inc. and Donald L. Viles.



(11) STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS.



(21) SUBSIDIARIES OF THE REGISTRANT.



 (27) FINANCIAL DATA SCHEDULE (REQUIRED FOR ELECTRONIC FILING ONLY).



                                       58
<PAGE>


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     This AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT (the  "Agreement") is made
and entered into  effective as of the 1st day of October,  1996 (the  "Effective
Date"), by and between ANACOMP, INC., a corporation organized and existing under
the laws of the State of Indiana (hereinafter referred to as "Company"),  and P.
LANG  LOWREY III, an  individual  resident of the State of Georgia  (hereinafter
referred to as "Employee").


                             STATEMENT OF BACKGROUND

     Company and  Employee  are  parties to that  certain  Amended and  Restated
Employment  Agreement  dated  effective  as of September  24, 1995,  as amended,
governing  the  employment  of Employee by Company  (such  Amended and  Restated
Employment  Agreement,  as amended to date,  is  hereinafter  referred to as the
"Original  Employment  Agreement").  Company  and  Employee  desire to amend and
restate the Original Employment  Agreement in its entirety in order to set forth
in a  single  agreement  all  of  the  provisions  of  the  Original  Employment
Agreement, as previously amended and as further amended by the amendments to the
Original   Employment   Agreement  contained  herein,  and  for  convenience  of
reference.  Provisions included in the Original Employment Agreement,  which due
to the passage of time,  changes in the course of dealings  between the parties,
or for other  reasons  are no longer  applicable,  have been  deleted  from this
Agreement.


                             STATEMENT OF AGREEMENT

     NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
promises  contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged  and  accepted,  the
parties hereto, intending to be legally bound, agree as follows:

     1. Employment. Company hereby agrees to employ Employee in the positions of
Chairman of the Board of Directors and Chief Executive  Officer of Company,  and
Employee  accepts  such  employment,  all  subject  to the terms and  conditions
hereinafter set forth.

     2.  Employment  Term.  The  initial  term of  this  Agreement  is from  the
Effective Date until September 30, 1997 (the "Initial Term"). In addition to the
Initial Term,  this  Agreement  shall be renewed for  additional  1-year periods
("Renewal Terms"), ad infinitum, unless either party gives notice of non-renewal
at least sixty (60) days prior to the  expiration  of the  Initial  Term or then
current  Renewal  Term.  Either  the  Initial  Term or any  Renewal  Term may be
terminated  pursuant  to  Section 8 hereof.  If prior to the  expiration  of the
Initial  Term  or  any  Renewal  Term,  Company  gives  notice  to  Employee  of
non-renewal of this  Agreement,  then upon the expiration of the Initial Term or
the  then-current  Renewal Term,  this Agreement shall terminate and (i) Company
shall  immediately  pay to Employee all benefits and payments due him under this
Agreement through such termination date,  together with severance in the form of
a lump sum cash  payment  equal to the  value of the base  salary  and the bonus
payments  that  Employee  received  during the  twenty-four  (24)  month  period
immediately preceding such expiration; provided, however, that the lump sum cash
payment which Employee shall receive upon the expiration of this Agreement shall
not exceed an amount equal to $1 million; (ii) Company shall continue to provide
to Employee the insurance  benefits described in Section 7.2 below, for a period
expiring twenty-four (24) months after the expiration of this Agreement or until
Employee obtains other employment with comparable insurance benefits,  whichever
shall first occur (The lump sum cash payment and insurance benefits described in
this  Section  2 which  Employee  shall  receive  upon  the  expiration  of this
Agreement  are   hereinafter   collectively   referred  to  as  the   "Severance
Allowance.");  (iii) the options  granted  pursuant to the Incentive  Stock Plan
described  in  Section  4.3  and the  option  described  in  Section  5.1  shall
immediately  vest and shall be fully  exercisable  upon the date this  Agreement
shall terminate and for ninety (90) days thereafter.  If prior to the expiration
of the Initial  Term or any  Renewal  Term,  Employee  gives  Company  notice of
non-renewal of this Agreement,  then upon termination of this Agreement Employee
shall  receive  only the  benefits  and  payments  due him under this  Agreement
through such termination date and the required COBRA notices; Employee shall not
receive  any  Severance  Allowance  and there  shall be no  further  vesting  of
options.

     3. Duties of  Employee.  Except as  otherwise  provided in this  Agreement,
Employee  shall have the duties set forth in this  Section 3  during the Initial
Term and any Renewal Term of this Agreement.

     Company  employs  Employee as Chairman of the Board of Directors  and Chief
Executive Officer. In such capacities,  Employee is responsible for establishing
operational  priorities,  determining  the  organizational  structure for all of
Company's  operating  divisions  and  strategic  business  units,  approving all
Company  compensation  plans and  submitting  such plans to  Company's  Board of
Directors (if such submission is required),  and developing Company policies and
procedures.

     As Chairman of the Board of  Directors,  Employee  shall be a member of the
Board of Directors  and shall  preside at all meetings of the  shareholders  and
directors.  Employee shall give general direction and supervision to the affairs
of the Company,  and shall have and perform such other duties as may be assigned
by the Board of Directors.

     4.  Compensation  of  Employee.   Except  as  otherwise  provided  in  this
Agreement,  Company  shall  compensate  Employee in the manner set forth in this
Section 4 during the Initial  Term and any Renewal Term of this  Agreement.  4.1
Base  Salary.  Employee  shall  receive a base salary of Five  Hundred  Thousand
Dollars  ($500,000) per annum as compensation  for his services  hereunder.  The
base  salary  shall be payable  in 26  installments,  paid  every  other week in
accordance with the general payroll practices of Company. The amount of the base
salary  shall be reviewed at the  beginning  of each fiscal year of the Company.
The Company,  in its sole  discretion,  may increase the amount of  compensation
provided in this Section 4.1 without the  necessity of amending  this  Agreement
but the Company  shall not  decrease the base salary at any time during the term
of this  Agreement.  Any  increase  shall not affect any of the other  terms and
conditions of this Agreement other than determination of the Severance Allowance
payable to Employee hereunder.

     4.2 Incentive  Bonuses.  Employee shall  participate in, and be entitled to
receive  incentive  bonuses  pursuant to, the Company's  1997 Annual  Management
Incentive Plan (the "Bonus Plan").  Employee's  "target" bonus and maximum bonus
pursuant  to  the  Bonus  Plan  shall  be  equal  to  $333,333   and   $616,666,
respectively,  during the Initial Term. During each Renewal Term, Employee shall
participate  in, and be  entitled  to receive  incentive  bonuses  pursuant  to,
comparable  management  incentive  plans then in effect with a "target" bonus of
not less than $333,333.  Any bonus earned by Employee pursuant to the Bonus Plan
or future  comparable  plans shall be paid to  Employee  as soon as  practicable
following the date such bonus is earned.

     4.3  1996  Long-Term   Incentive  Plan.   Employee  shall  be  entitled  to
participate in the Company's 1996 Long-Term Incentive Plan, and in any successor
stock option plan (the "Incentive Stock Plan"),  to the extent and in the manner
approved by the Board of Directors. Pursuant to the Incentive Stock Plan, on the
15th day of November,  1996, the Company  granted  Employee an option to acquire
190,679 shares of Company's Common Stock,  $.01 par value per share (the "Common
Stock") at an exercise  price of $7.95 per share  vesting  three years after the
grant.  All of the options  granted to Employee  pursuant to the Incentive Stock
Plan  shall be issued to  Employee  under and in  accordance  with the terms and
conditions of the Incentive Stock Plan (including the  anti-dilution  provisions
contained in such Plan).

     5. Non-Qualified Stock Options.

     5.1 Grant of New Options.  Subject to the terms and conditions set forth in
Section 5.2 below,  Company granted to Employee on August 22, 1996, an option to
acquire  40,000  shares of  Company's  Common  Stock which option shall vest and
become exercisable according to the following schedule:

                  Date of Vesting                      Number of Shares Vested
                   June 30, 1997                                       10,000
                   June 30, 1998                                       10,000
                   June 30, 1999                                       10,000
                 September 30, 1999                                    10,000

     Notwithstanding  the  foregoing,  the  option  for  10,000  shares  that is
scheduled to vest on September  30, 1999 shall only vest and become  exercisable
if Company meets at least 95% of its EBITDA goal for the years ending  September
30, 1997, September 30, 1998 and September 30, 1999 combined,  which EBITDA goal
is set forth in the  Company's  Disclosure  Statement  dated  March 28, 1996 (it
being understood that the EBITDA goal is set forth in the Projected Consolidated
Statements of Operations included in the Disclosure Statement).

     5.2 Price and Terms of New  Options.  The option  described  in Section 5.1
above shall be exercisable for shares of Common Stock at an exercise price equal
to $4.63  per  share.  Such  option  shall be issued  to  Employee  under and in
accordance  with  the  terms  and  conditions  of  Company's  1996   Restructure
Recognition  Incentive Plan (the  "Non-Qualified  Stock Option Plan") (including
the  anti-dilution  provisions  contained in such Plan).  As  consideration  for
Company's  grant of such option to  Employee,  Employee has executed the Anacomp
Confidentiality, Non-Competition and Non-Disclosure Agreement attached hereto as
Exhibit A.

     5.3  Accelerated  Vesting  of  Options.  Notwithstanding  anything  to  the
contrary in this  Agreement,  in the  Non-Qualified  Stock Option  Plan,  in the
Incentive Stock Plan or in any other  agreement  entered into by the Company and
Employee,  in the event of Employee's  termination  of employment  with Company,
other than  Employee  non-renewal  pursuant  to  Section  2, or any  termination
pursuant to Sections 8.1(b) (voluntary written resignation by Employee),  8.1(e)
(termination  with cause),  or 8.1(h)  (termination  due to events),  the option
described in Section 5.1 above and any options granted pursuant to the Incentive
Stock Plan  described in Section 4.3 shall  immediately  vest and shall be fully
exercisable upon such termination and for ninety (90) days thereafter.

     6. Business-Related  Expenses. Upon presentation in accordance with Company
policies of itemized accounts of his expenditures relating to his performance as
an Employee,  Company  promptly shall reimburse  Employee for all reasonable and
necessary travel expenses and other disbursements incurred by Employee on behalf
of  Company in the  performance  of his duties  under  this  Agreement.  Without
limiting the generality of the foregoing,  the parties  acknowledge that Company
temporarily  transferred  Employee from Company's  executive offices in Atlanta,
Georgia to Company's  Poway,  California  facility and back to Atlanta,  Georgia
("Temporary Transfer").  Company agrees to reimburse Employee in accordance with
the provisions of the Company's Relocation and Moving Expense Policy and letters
to Employee from the Company dated November 16, 1995, and December __, 1996, for
any and all travel,  living and relocation  expenses incurred by Employee and/or
Employee's family in connection with or related to Employee's Temporary Transfer
and/or  Employee's  return transfer to Company's  executive  offices in Atlanta,
Georgia.

     7. Employee Benefits.

     7.1 Benefits Generally. Employee shall participate in all employee benefit,
bonus and  similar  programs of Company in which he is a  participant  as of the
date  hereof  and shall be  eligible  to  participate  in all  other  incentive,
pension,  thrift, profit sharing, stock option, deferred compensation,  employee
loan and  insurance  plans and  arrangements  maintained by Company from time to
time for the benefit of its employees.  Company may change,  alter or modify any
benefits or benefit programs from time to time,  provided Employee  continues to
receive  benefits  equivalent  to those  received by other  members of Company's
senior management. Any compensation received by Employee pursuant to any benefit
programs shall be in addition to the  compensation  described  elsewhere in this
Agreement.

     7.2  Insurance  Benefits.  Company  shall  provide  for  Employee  and  his
dependents life,  medical,  disability and dental insurance  coverage in keeping
with the  insurance  benefits  provided  to other  members of  Company's  senior
management  and on the same expense  sharing basis as other members of Company's
senior  management.  Company  may  change,  alter or modify  any such  insurance
coverage from time to time,  provided that Employee and his dependents  continue
to be provided  such  coverage  equivalent  to that provided to other members of
Company's senior management.

     7.3 Vacations.  Employee shall be entitled to vacations in accordance  with
Company  policy,  during  which  time  his  compensation  shall be paid in full;
provided,  however,  Employee  shall  receive no less than two (2) full weeks of
vacation  each year.  If Employee  is unable to take any or all of his  vacation
during a year due to  business  reasons,  Employee  may  take  his  unused  paid
vacation at a later time.

     7.4 Other  Fringe  Benefits.  Employee  shall also be entitled to any other
fringe benefits,  including  regular  holidays,  that are normally  available to
other members of Company's senior management.

     8. Termination.

     8.1  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
the Company and Employee;

     b) except as contemplated by Section 8.4.3,  voluntary written  resignation
by Employee  as  President  and Chief  Executive  Officer of Company;  provided,
however,  that  Employee  shall be permitted to resign solely as Chairman of the
Board of Directors  of Company at any time,  and such  resignation  shall not be
deemed a termination hereunder;

     c) death of Employee;

     d) written notice of termination without cause as defined in Section 8.2;

     e) written notice of termination with cause as defined in Section 8.3;

     f) the occurrence of any of the events  specified in  Section 8.4.1,  which
Employee elects to treat as a termination under Section 8.4.1;

     g) the occurrence of any of the events  specified in  Section 8.4.2,  which
Employee elects to treat as a termination under Section 8.4.2; or

     h) written notice of termination as contemplated by Section 8.4.3.

     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
8.1(b) or 8.1(e), no Severance Allowance shall be paid to Employee (except, with
respect to any termination  pursuant to Section 8.1(e), as otherwise provided in
Section 8.3). If this  Agreement is terminated  under Sections  8.1(a),  8.1(c),
8.1(d),  8.1(f),  8.1(g) or 8.1(h),  then the Company  shall pay to Employee 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  and shall be paid by the  Company  on the last  date that  Employee
actually reports to the Company's premises for full time duties. In the event of
such  termination,  this Agreement  shall be deemed  terminated for all purposes
except to the extent otherwise herein provided. Upon termination, for any of the
foregoing  reasons,  the  accelerated  vesting of options  shall be  governed by
Section 5.3.

     8.2 Termination Without Cause. If Employee is unable, as determined in good
faith by the Company's Board of Directors, to perform Employee's assigned duties
on a  full-time  basis for any  continuous  period of 120 days or a total of 180
days in any 12-month period,  or if the Company otherwise  concludes  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 this  Agreement.  If Employee is  terminated  under this
Section  8.2, the Company  shall pay the  compensation,  benefits and  Severance
Allowance provided in Section 8.1 above.

     8.3 Termination With Cause.

     8.3.1 The Company may immediately terminate this Agreement at any time with
cause upon written  notice to Employee  specifying  the cause and the  effective
date of termination. For purposes of this Agreement, "cause" shall mean only the
following: (i) willful breach of fiduciary duty or willful dishonesty, in either
case involving acts directed  towards the Company and involving  personal profit
(except  for acts  which  may be cured as set  forth  below),  or (ii)  criminal
conduct of Employee against the Company which results in a felony  conviction of
Employee.  The  Company  agrees  that in the  event  that it shall  allege  that
Employee engaged in a willful breach of fiduciary duty or willful  dishonesty of
the type for  which  the  Company  believes  that it has  cause  for  Employee's
termination,  the Company  shall give notice to the  Employee.  If the Employee,
following  receipt of such  notice,  shall  maintain in good faith that any such
alleged action was unintentional, the Employee shall have the right to cure such
action by full  reimbursement  to the Company of any sums  wrongfully  received;
provided  that such cure shall be permitted  only if, with respect to any single
act or occurrence,  the amount  wrongfully  received by Employee with respect to
such single act or occurrence was less than $5,000. The agreement by Employee to
return such sums shall  constitute a cure, and the Company shall not be entitled
to  terminate  the  Employee  with cause under this  Section 8.3 for such act or
occurrence.  Termination  with  cause  shall  be  determined  in good  faith  by
Company's Board of Directors after written notice to Employee and an opportunity
for Employee to be heard by Company's Board of Directors.

     8.3.2  Employee  agrees that, in the event written notice of termination is
given under this Section 8.3,  Employee  shall treat the contents of said notice
as privileged and Employee  shall have no action  against  Company 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 8.3, he shall  receive no Severance  Allowance at the time of such
termination.  If Employee is given notice of termination  under this Section 8.3
and it is later determined 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.

     8.3.3 The Company represents that as of the date this Agreement is executed
by the Company,  the Company knows of no fact or circumstance that would provide
the Company with a basis for terminating this Agreement for cause.

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

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

     a) Employee is demoted,  including for these purposes (i) any change in the
title or duties described in Section 3 hereof, (ii) any significant reduction or
change by Company in the functions, duties or responsibilities of Employee under
this  Agreement,  or (iii) the  removal of  Employee as Chairman of the Board of
Directors of Company without his written consent,

     b) after  Employee's  Temporary  Transfer  has  terminated,  a transfer  of
Employee to another  location  outside of Metropolitan  Atlanta not agreed to in
writing by Employee,

     c) any reduction in Employee's annual compensation, or

     d) intentional  interference by Company or any person or entity directly or
indirectly  controlling  Company with the  performance by Employee of the duties
required of him hereunder,

     then Employee may, in his sole and absolute discretion,  elect to treat any
such  occurrence as a termination  of this Agreement by giving written notice of
such election to the Company, entitling Employee to payment of the compensation,
benefits and Severance Allowance provided in Section 8.1 above. In the event the
Company  disputes any election made by Employee  pursuant to this Section 8.4.1,
the Company  shall notify  Employee in writing of such  dispute  within ten (10)
days of receiving  Employee's  written  election.  If Company does not so notify
Employee  within the ten (10) day period,  the  Company  shall be deemed to have
accepted  Employee's  election  and shall  pay all  compensation,  benefits  and
Severance Allowance provided in Section 8.1 above.

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

     a)  merger  or  consolidation  where  Company  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,

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

     c) change in control of Company 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  Effective  Date
(the  "Exchange  Act"),  provided that,  without  limiting the generality of the
foregoing, such a change in control shall be deemed to have occurred if: (i) any
person or persons  acting in concert (as such term is used in Section  13(d) and
14(d)(2) of the Exchange Act) is or becomes the  beneficial  holder  directly or
indirectly  of securities  of Company  representing  25% or more of the combined
voting power of Company's then outstanding securities; (ii) during any period of
two  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 Company'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  (iii)  transfer  of all or
substantially all of the stock of Company, or

     d) discontinuation of business by Company,

     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 Company,  and (ii)
Company 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 Company terminates.

     8.4.3 Existence of Termination Events. Company acknowledges and agrees that
Employee was entitled to terminate the Original Employment Agreement pursuant to
Sections  8.4.1 and 8.4.2  thereof  as a result  of the  appointment  of Paul G.
Roland as Company's  Chairman of the Board of Directors and the  confirmation in
Company's  chapter 11 bankruptcy  case of Company's  Third Amended Joint Plan of
Reorganization,  dated May 20, 1996 (the "Plan"),  and the  consummation  of the
transactions  contemplated therein,  respectively (the appointment of Mr. Roland
as Company's  Chairman of the Board of  Directors  and the  consummation  of the
transactions  contemplated by the Plan are referred to collectively  hereinafter
as the "Termination  Events").  Company further acknowledges and agrees that, as
of the Effective  Date,  Employee has not waived any of his rights  arising as a
result of the occurrence of the Termination Events.  Therefore, at any time from
the Effective Date through September 30, 1997,  Employee shall have the right in
his sole and absolute  discretion to terminate  this Agreement by giving Company
written  notice  of  termination  at  least  120 days  prior  to the  designated
termination  date (it being understood that Employee may give the 120-day notice
of  termination  at any time  through and  including  September  30,  1997).  If
Employee terminates the Agreement pursuant to this Section 8.4.3,  Company shall
pay the compensation,  benefits and Severance  Allowance provided in Section 8.1
above in equal amounts each month during the 120-day notice period..

     8.5 Return of Company  Property.  Employee agrees to return all property of
Company,   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
Company,  within seven (7) days after  termination of employment,  regardless of
the reason therefor.

     8.6 Failure to Pay Severance Allowance.  In the event that Company fails to
timely  pay to  Employee  any and all  Severance  Allowance  payments  to  which
Employee is entitled  pursuant to Sections 8.1, 8.2, 8.3, 8.4.1,  8.4.2 or 8.4.3
hereof,  then (in addition to  Employee's  other rights  hereunder)  the Anacomp
Confidentiality,  Non-Competition  and  Non-Disclosure  Agreement  described  in
Section 5.2 above shall be void and of no force and effect.

     8.7 Waiver of Claims.  All Severance  Allowance payments made by Company to
Employee  pursuant  to  Section 2 hereof or this  Section 8 shall be in full and
complete  payment of any and all claims that  Employee may have against  Company
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 2
above, all Severance  Allowance payments due from Company to Employee under this
Agreement  are absolute,  and shall not be  diminished or otherwise  affected by
virtue of Employee securing alternative employment.

     8.8  Arbitration  of  Disputes.  If a dispute  arises  between the parties,
including a dispute  regarding an election  Employee  makes under  Section 8.4.1
hereof, then the parties agree that their respective  representatives shall meet
and consult in good faith and attempt to settle the dispute,  within thirty (30)
days of written notice  thereof,  as a condition  precedent to the initiation of
arbitration proceedings as set forth below.

     Any  dispute,  controversy,  or claim  arising  out of or  relating to this
Agreement,  the  breach,   termination  or  invalidity  thereof,  or  Employee's
employment, including claims of tortious interference or other tort or statutory
claims, and including  (without  limitation) any dispute concerning the scope of
this arbitration clause,  shall be settled by arbitration in accordance with the
Employment Dispute Resolution Rules of the American Arbitrators Association then
in effect.  The judgment on the award  rendered by the arbitrator may be entered
in any court having jurisdiction  thereof.  The arbitration under this Agreement
shall be held in Atlanta,  Georgia, or at such other place as may be selected by
mutual agreement of the parties.

     The arbitrator shall be a former federal judge agreed to by the parties or,
failing  agreement,  appointed by the Chief Judge of the United States  District
Court  (Northern  District of Georgia).  The parties  intend that the arbitrator
shall be independent and impartial.  To this end, the arbitrator  shall disclose
to the  parties  any  professional,  family,  or social  relationships,  past or
present, with any party or counsel.

     Strict  rules of  evidence  shall  not apply in any  arbitration  conducted
pursuant to this  Agreement.  The parties may offer such evidence as they desire
and the arbitrator  shall accept such evidence as the arbitrator  deems relevant
to the issues and accord it such weight as the arbitrator deems appropriate. The
arbitrator  shall  have  the  discretion  to  order  a  prehearing  exchange  of
information  by  the  parties,  including,  without  limitation,  production  of
requested  documents,  exchange of summaries of testimony of proposed witnesses,
and examination by deposition of parties. No party shall be allowed, however, to
take more than one deposition of the opposing party and no deposition shall last
longer than six (6) hours. All disputes regarding  discovery shall be decided by
the arbitrator.

     The  arbitrator's  award shall be in writing and shall  specify the factual
and legal bases for the award.  In rendering  the award,  the  arbitrator  shall
determine the respective  rights and obligations of the parties according to the
laws of the State of Georgia or, if  applicable,  federal  law.  The  arbitrator
shall have the  authority  to award any remedy or relief that a federal or state
court within the State of Georgia could order or grant.

     Any provisional remedy that would be available from a court of law shall be
available  from  the  arbitrator  to  the  parties,   pending  the  arbitrator's
determination of the merits of the parties'  dispute.  This shall include orders
of attachment,  temporary restraining orders, injunctions,  and appointment of a
receiver.  If the arbitrator issues such an order,  either party may immediately
apply to a court of competent  jurisdiction  for enforcement of the order,  even
though the arbitrator may not have rendered a final award.

     All  fees  and  expenses  of the  arbitration,  including  the  fees of the
arbitrator and the fees and expenses of each party's counsel, experts, witnesses
and preparation and presentation of proofs, shall be paid by Company.

     Unless legally required to do so, neither party may disclose the existence,
content,  or results of any arbitration  under this Agreement  without the prior
written  consent of the other party,  nor may the  arbitrator  disclose any such
information  without the consent of both parties.  This provision shall apply to
all  aspects  of the  arbitration  proceeding,  including,  without  limitation,
discovery, testimony, other evidence, briefs, and the award.

     It is the specific  intent of the parties that this  arbitration  clause be
governed by the Federal  Arbitration Act, 9 U.S.C.  Section 1, et seq.  ("FAA");
however,  if this clause is unenforceable for any reason under the FAA, then the
parties intend that it be governed by the provisions of the Georgia  Arbitration
Code, O.C.G.A. Sections 9-9-1, et seq.

     Both  Employee  and  Company  represent  and  warrant  they  have  read the
foregoing  Section 8.8 _____,  that they have had an opportunity to consult with
and receive advice from legal counsel regarding the foregoing Section 8.8 _____,
and that they hereby  forever  waive all rights to assert that this  Section 8.8
was the result of duress, coercion, or mistake of law or fact. _____ (Initial of
both parties in each space.)

     0.0.0.0.0.1.  Indemnification.  Company  shall  indemnify  Employee  to the
fullest  extent  permitted by Company's  Articles of  Incorporation,  Bylaws and
applicable federal or state laws for all amounts (including, without limitation,
judgments,  fines, settlement payments, expenses and reasonable attorneys' fees)
incurred or paid by Employee in connection with any action, suit,  investigation
or  proceeding  arising  out of or relating  to the  performance  by Employee of
services  for, or the acting by  Employee as a director,  officer or employee of
Company,  any  subsidiary  of  Company  or any  other  person or  enterprise  at
Company's  request.   Expenses,   including  (but  not  limited  to)  reasonable
attorneys'  fees and  disbursements,  incurred in  defending  any action,  suit,
investigation   or   proceeding,   for  which   Employee   may  be  entitled  to
indemnification  under this  Section 9 upon final  disposition  of such  action,
shall be paid by the Company in advance of the final disposition, to the maximum
extent permitted by applicable laws and  regulations;  provided,  however,  that
prior to making any such payments the Company shall receive an undertaking by or
on behalf of Employee to repay such amounts if it shall ultimately be determined
that he is not  entitled  to  indemnification.  Subject to  applicable  laws and
regulations,  Company  shall  maintain in full force and  effect,  to the extent
available at reasonable cost, the Directors' and Officers'  Liability  Insurance
Policies in effect on the date of this Agreement,  or other policies or means of
providing  substantially similar protection to Employee. The parties acknowledge
and agree that when used in this Agreement,  "reasonable  attorneys' fees" shall
be deemed to mean the normal billing rates of counsel of Employee's choice.

     0.0.0.0.0.2. Miscellaneous.

     10.1  Governing  Law.  This  Agreement  is made in the State of Georgia and
shall be  construed  and  enforced  in  accordance  with the laws of that state,
except to the extent that federal law applies.

     10.2 Time. Time is of the essence of this Agreement.

     10.3 Board Approval. The Company represents and warrants that the execution
and delivery of this  Agreement  have been  approved by all  requisite  Board of
Director or Committee action.

     10.4  Severability.  In the event that this Agreement,  or any paragraph or
provision  hereof,  is declared  invalid,  void or  unenforceable  by a Court of
competent jurisdiction,  the remaining provisions shall nevertheless continue in
full force and effect without being impaired or invalidated in any way or to any
extent.

     10.5 Attorney's Fees and Costs. Company shall pay all reasonable attorney's
fees and expenses that Employee may incur as a result of the Company's breaching
or  contesting  the validity or  enforceability  of this  Agreement and Employee
shall be  entitled  to receive  interest  on any payment not timely made for the
period  of any  delay  in  payment  from the date  such  payment  was due at the
interest rate  determined  by adding 200 basis points to the six-month  Treasury
Bill rate prevailing from time to time over the period of nonpayment.

     10.6  Waiver of  Breach.  Failure or delay of either  party to insist  upon
compliance  with any  provision  hereof  shall not  operate as, and is not to be
construed  as, a waiver  or  amendment  of such  provision  or the  right of the
aggrieved  party to  insist  upon  compliance  with  such  provision  or to take
remedial steps to recover damages or other relief for noncompliance. Any express
waiver of any  provision  of this  Agreement  shall not operate and is not to be
construed as a waiver of any subsequent breach,  whether occurring under similar
or dissimilar circumstances.

     10.7  Notices.  All  notices,   consents,   requests,   demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given or delivered if (i) delivered personally; or (ii) mailed by certified
mail, return receipt requested,  with proper postage prepaid; or (iii) delivered
by facsimile;  or (iv) delivered by recognized courier  contracting for same day
or next day delivery:

                           (a) To Company:

                           Anacomp, Inc.
                           2115 Monroe Drive, NE
                           Atlanta, GA 30305
                           Attention:  George C. Gaskin
                                          Corporate Counsel
                           Facsimile Number: (404) 873-4163

                           (b) To Employee:

                           P. Lang Lowrey III
                           917 Stovall Blvd.
                           Atlanta, GA 30319
                           Facsimile Number: (404) 467-1111 (as of 12/14/96)

                           (c) Attorney

                           William A. Clineburg, Jr.
                           King & Spalding
                           191 Peachtree Street
                           Atlanta, Georgia 30303-1763
                           Facsimile Number: (404) 572-5147

     or at such other address as the parties  hereto shall have last  designated
by notice to the other parties.  Any item delivered  personally or by recognized
courier  contracting for same day or next day delivery shall be deemed delivered
on the date of delivery.  Facsimile  deliveries shall be deemed delivered on the
date of  transmission  by the sender  provided sender has evidence of successful
transmission. Any item mailed shall be deemed to have been delivered on the date
evidenced on the return receipt.

     IN WITNESS  WHEREOF,  Company has caused this  Agreement to be executed and
delivered by its duly  authorized  officers under seal and its corporate seal to
be affixed  hereto,  and Employee has executed and delivered  this Agreement and
has  hereunto  affixed his hand and seal,  each on the date(s) set forth  beside
their respective signatures below, with this Agreement to be effective as of the
Effective Date.

COMPANY:
ANACOMP, INC.


Dated: By:________________________(SEAL)
William C. Ater, Senior Vice
President, Secretary and
Chief Administrative Officer


EMPLOYEE:


Dated: ___________________________(SEAL)
P. Lang Lowrey III



                              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,  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:

                                    ARTICLE I

                         Merger of All Prior Agreements

     This Agreement shall supersede and terminate all prior employment contracts
and agreements between EMPLOYEE and ANACOMP.

                                   ARTICLE II

                   Scope and Term of Employment, Compensation

     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, incentive compensation, and responsibility assignments.

     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 written
notice  requesting that said Agreement not be renewed.  If this Agreement is not
renewed and EMPLOYEE  continues working beyond Termination Date, said employment
shall be on a month-to-month basis. If, at the expiration of the original 3-year
term or any renewal term,  ANACOMP  declines to renew this  Agreement,  EMPLOYEE
shall  be  entitled  to  regular  compensation  and  benefits  up to the date of
termination and, unless the parties agree on a different  amount, to a severance
allowance  equal  to  EMPLOYEE'S   previous   twenty-four   months'  total  cash
compensation,  including  bonuses,  payable  in  a  lump  sum  or  bi-weekly  at
EMPLOYEE'S  option, and health benefits until other employment is secured or for
twenty-four  months,  whichever is sooner,  and all existing  options to acquire
Anacomp common stock shall immediately vest.

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

                                   ARTICLE III

                                 Fringe 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.

                                   ARTICLE IV

                              Insurance on Employee

     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.

                                    ARTICLE V

                             Termination and Damages

     The parties agree that the EMPLOYEE'S  employment (the "Employment") may be
terminated as follows:

     1. Without  Cause The  Employment  may be terminated by ANACOMP at any time
without cause by giving EMPLOYEE written notice.

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

     (a)  Inability  of  EMPLOYEE,  as  determined  by the Board of Directors of
ANACOMP,  to perform  EMPLOYEE's  assigned  duties on a full-time  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 contract and every anniversary date thereof.

     (b) The willful and continued failure by EMPLOYEE  substantially to perform
his duties and  obligations 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.

     3. Death Death of an EMPLOYEE shall automatically  terminate this Agreement
but any  remedies  ANACOMP may have  against the estate of this  EMPLOYEE  shall
survive.

     3. Resignation  EMPLOYEE may terminate the Employment at any time by giving
ANACOMP written notice of his intention to resign.

     5. Demotion,  Transfer or Reduction in Compensation A demotion,  a transfer
or a reduction in compensation  may, in EMPLOYEE's sole discretion,  be deemed a
termination of the Employment.

     6. Merger,  Consolidation  or Change in Control If either of the  following
events occur:

     (a)  Substantially  all of the  assets of  ANACOMP  are sold or  ANACOMP is
consolidated  or merged with  another  corporation  wherein  stock of ANACOMP is
exchanged for stock and/or securities of another corporation; or

     (b) There is a change of  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
date thereof; provided that, without limitation,  such a change in control shall
be deemed to have  occurred  if (i) any  person (as such term is used in Section
13(d) and  14(d)(z) of the  Exchange  Act) is or becomes the  beneficial  holder
directly or indirectly, of securities of ANACOMP representing 25% or more of the
combined voting power of ANACOMP'S then outstanding  securities,  or (ii) during
any period of two  consecutive  years,  individuals who at the beginning of such
period  constitute  the Board of  Directors  of ANACOMP  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 then still in office who were directors at the beginning of
such period;

     then in any such event,  the EMPLOYEE shall continue to have the benefit of
and be subject to Sections 1-5 of this Article V and Article VI below.

                                   ARTICLE VI

                    Payment and Obligations After Termination

     If this  Agreement is terminated by ANACOMP for cause or the  Employment is
terminated by EMPLOYEE's  resignation,  EMPLOYEE shall be paid only that part of
EMPLOYEE's base salary accrued to the date of termination and EMPLOYEE shall not
be  entitled to any  quarter-end  or  year-end  bonus not already  paid or fully
earned  except  and to the  extent  required  by  law.  If  this  Employment  is
terminated  due to the  death or total and  permanent  disability  of  EMPLOYEE,
bonuses  shall  be  paid  on a pro  rata  basis  computed  through  the  date of
termination.  If the Employment is terminated  without cause or as a result of a
merger,  consolidation or change in control,  or the EMPLOYE deems a termination
to have  occurred  due to a demotion,  transfer or  reduction  in  compensation,
EMPLOYEE  shall be  entitled to  termination  pay equal to  EMPLOYEE'S  previous
twenty-four  months' total cash compensation,  including  bonuses,  payable in a
lump sum or bi-weekly at  EMPLOYEES'S  option,  and health  benefits until other
employment is secured or for twenty-four  months,  whichever is sooner,  and all
his existing options to acquire ANACOMP Common Stock shall immediately vest. All
termination   payments  shall  be  made  within   forty-five   (45)  days  after
termination.  All  termination  payments  made  pursuant  to this  Article VI or
Article V shall be in full and complete  payment of any and all claims  EMPLOYEE
may have regarding his employment or termination and EMPLOYEE  hereby  expressly
waives all rights he may have to any other payments.

     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 upon the
termination of employment, whether said termination be with or without cause.

                                   ARTICLE VII

                    Restrictive Covenant and Non-Competition

              Inventions and Improvements Confidential Information

     EMPLOYEE and ANACOMP shall enter into  "EMPLOYEE'S  COVENANT NOT TO COMPETE
OR DISCLOSE  TRADE  SECRETS" in the form attached  hereto as Addendum II. In the
event of any conflict  between the terms of this  Agreement and such  Covenants,
this Agreement shall govern.

                                                       ARTICLE VIII

                         Warranties and Representations

     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.

                               ARTICLE IX Remedies

     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 ANACOMP  hereunder  shall be cumulative and not
exclusive of any other remedy available under law.

                               ARTICLE X No Waiver

     The failure of EMPLOYEE to terminate  this  Agreement for the breach of any
condition or covenant herein by the EMPLOYEE shall not affect  EMPLOYEE'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 XI

                                     Benefit

     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 XII

                                  Severability

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

     ARTICLE  XIII  Survival  The  obligations  contained in Articles VI and VII
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
By:

EMPLOYEE:

William C. Ater


                                   ADDENDUM I

                                       TO

                   EMPLOYMENT AGREEMENT DATED OCTOBER 1, 1992

                                     BETWEEN

                           ANACOMP, INC. ( "ANACOMP" )

                                       AND

                           WILLIAM C. ATER (EMPLOYEE)

     Scope of Employment

     ANACOMP  employs the  EMPLOYEE in the  capacity  of Vice  President,  Chief
Administrative Officer and Secretary.

     Assigned Responsibilities

     EMPLOYEE is responsible  for managing the Personnel and Employee  Benefits,
Corporate Real Estate, Corporate Management Information Systems (MIS), Corporate
Communications, Legal, and General Administrative departments of the Corporation
and for performing such other duties as may be assigned by the President,
Chairman of the Board and Chief Executive Officer.

     Base Salary

     For all services rendered by EMPLOYEE under this Agreement,  EMPLOYEE shall
receive a minimum  Base  Salary  of  $110,000  per year for  fiscal  year  1993,
beginning October 1, 1992. Base Salary will be reviewed at the beginning of each
fiscal year.

Incentive Compensation

Bonus

     In addition to Base Salary,  EMPLOYEE  shall receive a minimum annual bonus
of $110,000 in fiscal year 1993,  beginning  October 1, 1992, based upon meeting
100%  of  assigned  objectives.   The  annual  bonus  and  objectives  shall  be
established at the beginning of each fiscal year, but in no case shall the bonus
be less than $110,000 for meeting 100% of assigned objectives.

ANACOMP, INC:                                        EMPLOYEE



Louis P. Ferrero                                     William C. Ater

                                   ADDENDUM II
          CONFIDENTIALITY, NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

     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 25,000  shares of Anacomp,  Inc.  Common
Stock,  par value  $.01 per share,  at a price of $4.63  (price to be set on the
date of award by  Anacomp's  Board of  Directors),  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
inc1ude,  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.

     9.1 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, the prevailing party shall be entitled to recover from the losing party
its  reasonable  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:  October 2, 1996

ANACOMP, INC.

By:  __________________________________
        Eric K. Whinston

Its:  Vice President

--------------------------------------
Employee (signature)


Employee (printed) - William C. Ater

Current Position - Senior Vice President & CAO, U.S. G5roup

Current Location - Poway, California

Social Security Number:



                                  ADDENDUM III

                                       TO

                   EMPLOYMENT AGREEMENT DATED OCTOBER 1, 1992

                                     BETWEEN

                           ANACOMP, INC. ( "ANACOMP" )

                           WILLIAM C. ATER (EMPLOYEE)

     The Addendum will serve to define the terms of EMPLOYEE'S  relocation  from
Indianapolis, Indiana to San Diego, California.

     (1) Upon his  relocation,  EMPLOYEE  will  assume the title of Senior  Vice
President  and  Chief  Administrative  Officer,  U.S.  Group,  reporting  to the
President, U.S. Group.

     (2) The standard Anacomp  Relocation and Expense Policy (the "Policy") will
apply to EMPLOYEE'S move, except as set forth below.

     (3) ANACOMP will pay for the cost of temporary  housing and meals for up to
ninety (90) days instead of the 60 days stated in the Policy.  During this time,
EMPLOYEE'S  spouse may visit San Diego for a  reasonable  number of visits (i.e.
one per month) which will be reimbursed by ANACOMP in lieu of EMPLOYEE returning
to Indianapolis.

     (4) EMPLOYEE  will forego the  guaranteed  offer on his home as provided by
the Policy. The sale,  whenever closed,  will be handled as an employee referral
sale at greater than 100% of the guaranteed offer (section F.5.b., 2nd bullet of
the Policy) with the 2% payment based on the selling price.  If the home is sold
without  using a broker,  EMPLOYEE  will receive an additional 5% of the selling
price.  The 2% will not be "grossed  up" for tax  purposes.  However,  the 5% if
applicable, will be grossed up since it is in lieu of real estate commission.

     (5) As set forth in the Policy,  EMPLOYEE  will  receive,  effective on his
relocation  date, a 7.29% cost of living  allowance  representing the difference
between  Noblesville,  Indiana and Rancho  Bernardo,  California,  multiplied by
$240,000 or $17,496 the first year,  $8,748 the second year and $4,374 the third
year.  This allowance will be applied to EMPLOYEE's  compensation  components in
the same relationship as his current compensation is paid (70% base, 15% monthly
incentive base, and 15% annual incentive base).

     (6)  ANAACOMP  will pay the  actual  costs,  up to  $100,000,  to  relocate
EMPLOYEE back to Indianapolis or another city of his choosing  outside a 50-mile
area of San Diego if,  within  two years of his  move,  EMPLOYEE  is  terminated
without  cause,  his position is  eliminated,  he resigns  because his salary is
reduced  by 10% or more or he  refuses  a  company-directed  transfer  requiring
relocation (other than to Indianapolis if the company moves his position there).
Such  relocation  must occur  within  180 days of  EMPLOYEE's  termination  from
ANACOMP and he must have executed the standard Settlement and Release Agreement.

     (7)  EMPLOYEE  agrees that neither the transfer to San Diego nor the change
to his job title,  responsibility  and reporting caused by the relocation to San
Diego  creates a Demotion,  Transfer or  Reduction in  Compensation  pursuant to
Article V of the Agreement.  EMPLOYEE will have no right to any  termination pay
caused by such circumstances.

     (8) After his relocation to San Diego, EMPLOYEE will be eligible to receive
new ANACOMP stock incentives to be awarded by the Board of Directors to the same
extent and in the same  amounts as other  employees  reporting  directly  to the
President and Chief Executive Officer.

This Addendum III has been executed this 25 day of June , 1996.

ANACOMP, INC.                               EMPLOYEE



By:  P. Lang Lowrey, III                    William C. Ater




                              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  shall  supersede  and  terminate  all  prior
employment contracts and agreements between EMPLOYEE and ANACOMP.

                                   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 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 3-year term or any
renewal term, ANACOMP declines to renew this Agreement and does not request that
EMPLOYEE  continue  working,  EMPLOYEE shall be entitled to all benefits due him
under this Agreement and not previously  paid him and,  unless the parties agree
on a different amount,  to a severance  allowance equal to the prior twenty-four
months'  total  compensation  payable in a lump sum or bi-weekly  at  EMPLOYEE'S
option, and health benefits until other employment is secured or for twenty-four
months, whichever is sooner (the "Severance Allowance").

     2.3 Compensation.  Compensation is confidential and is to be discussed only
with the officers 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

                             Demotion and Relocation

     5.1  Demotion.  If,  at any time  during  the six  month  period  following
ANACOMP's  emergence  from  Chapter 11  bankruptcy,  P. Lang  Lowrey,  ANACOMP's
President  and  Chief  Executive  Officer,   determines  that  EMPLOYEE  is  not
satisfactorily  performing the duties of Chief  Financial  Officer and/or he has
not made improvement in the areas included on the attached Addendum II, then Mr.
Lowrey,  with approval of ANACOMP's  Board of Directors,  may demote EMPLOYEE to
his  previous   position  of  Vice  President  and  Controller  under  the  same
compensation plan he had prior to assuming the Chief Financial Officer position.
If such demotion  occurs,  this  Agreement  shall remain in force except for the
scope  of  employment  and  compensation.  If,  at any time  prior to  ANACOMP's
emergence  from  Chapter 11  bankruptcy,  Mr.  Lowrey  demotes  EMPLOYEE  to his
previous  position  pursuant to the above criteria,  this  employment  agreement
shall  be  void  and  EMPLOYEE's  rights  shall  be as  contained  in his  prior
Employment  Agreement  dated July 1, 1990. This section 5.1 will no longer apply
if the employment of Mr. Lowrey with ANACOMP is terminated.

     5.2  Relocation.  EMPLOYEE  agrees that if at any time during the first two
years of the term of this  Agreement  he is  required  to relocate to a location
outside  of  Metropolitan  Indianapolis,  such  relocation  will not  trigger  a
termination  of this  Agreement nor a right to receive the  Severance  Allowance
pursuant to Section 6.4.2 hereof.

                                   SECTION VI

                                   Termination

     6.1  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;

     (c) death of EMPLOYEE;

     (d) written notice of termination without cause as defined in Section

6.2;

     (e) written notice of termination with cause as defined in Section 6.3; or

     (f) the occurrence of any of the events  specified in Section 6.4.1,  which
EMPLOYEE elects to treat as a termination under Section 6.4.2.

     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
6.1(b),  6.1(c) or 6.1(e),  no Severance  Allowance  (as defined in Section 2.2)
shall be paid to EMPLOYEE (except,  with respect to any termination  pursuant to
Section  6.1(e),  as otherwise  provided in Section 6.3).  If this  Agreement is
terminated  under Sections 6.1(a),  6.1(d) or 6.1(f),  then ANACOMP shall pay to
EMPLOYEE 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.

     6.2 Termination Without Cause. If EMPLOYEE is unable, as determined in good
faith by ANACOMP's Board of Directors,  to perform EMPLOYEE's assigned duties on
a full-time  basis for any continuous  period of 120 days or a total of 180 days
in any 12-month period, or if ANACOMP otherwise  concludes  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 6.1 above.

     6.3 Termination With Cause.

     6.3.1 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 full-time  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 contract
and every anniversary date thereof.

     (ii) The willful and continued failure by EMPLOYEE substantially to perform
his duties and  obligations 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.

     6.3.2  Employee  agrees that in the event written  notice of termination is
given under this Section 6.3, 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 6.3, he shall  receive no Severance  Allowance at the time of such
termination.  If EMPLOYEE is given notice of termination  under this Section 6.3
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.

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

     6.4.1 Demotion,  Transfer,  or Reduction in Compensation.  of the following
takes place:

     If any

     (1) EMPLOYEE is demoted, including for these purposes (i) any 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, except as provided in Section V hereof,

     (2) a transfer  of  EMPLOYEE to another  location  outside of  Metropolitan
Indianapolis not agreed to in writing by EMPLOYEE, except as provided in Section
V hereof, or

     (3) any reduction in annual  compensation (but not including a reduction in
the incentive  bonus  received by EMPLOYEE  resulting from a decrease in Pre-Tax
Income earned by ANACOMP for the relevant period), except at provided in Section
V 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 6.1 above. In the event ANACOMP disputes
any election  made by EMPLOYEE  pursuant to this Section  6.4.1,  ANACOMP  shall
notify  EMPLOYEE in writing of such  dispute  within ten (10) days of  receiving
EMPLOYEE's  written election.  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 6.1 above.

     6.4.2   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) any person or persons acting in concert
(as such term is used in Section  13(d) and 14(d) (2) of the Exchange Act) is or
becomes the  beneficial  holder  directly or indirectly of securities of ANACOMP
representing  25% or  more  of the  combined  voting  power  of  ANACOMP's  then
outstanding  securities;  (ii)  during  any  period  of two  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 (iii)  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.  This Section 6.4.2 shall be of no effect if
changes to ANACOMP's  Board of Directors and outstanding  securities  occur as a
result of ANACOMP's Chapter 11 bankruptcy filing of January 5, 1996.

     6.5 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.

     6.6 Waiver of Claims.  All Severance  Allowance payments made by ANACOMP to
EMPLOYEE  pursuant to Section II hereof or this  Section VI 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.

                                   SECTION VII

                    Restrictive Covenant and Non-Competition

                            Confidential Information

     7.1   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 VI 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  Employment  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 VIII

                         Warranties and Representations

     8.1 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 IX Remedies

     9.1 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 ANACOMP  hereunder  shall be cumulative and not
exclusive of any other remedy available under law.

                                    SECTION X

                                    No Waiver

     10.1 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 XI

                                     Benefit

     11.1 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 XII

                                  Severability

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

     ARTICLE XIII  Survival 13.1 The  obligations  contained in Sections II, VI,
and VII 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:

Donald L. Viles


                                   ADDENDUM 1

                                       TO

                           EMPLOYMENT AGREEMENT DATED

                                     BETWEEN

                            ANACOMP, INC. ("ANACOMP")

                           DONALD L. VILES (EMPLOYEE)

Scope of Employment

     ANACOMP  employs the EMPLOYEE in the capacity of Executive  Vice  President
and Chief Financial Officer.

Base Salary

     For all services rendered by EMPLOYEE under this Agreement,  EMPLOYEE shall
receive a Base Salary of $168,000 per year  beginning  February  15, 1996.  Base
Salary will be reviewed at the beginning of each fiscal year.

Incentive Compensation

Bonus

     In addition to Base Salary,  EMPLOYEE  shall receive a maximum annual bonus
of $72,000 beginning February 15, 1996,  provided that certain quotas are met by
ANACOMP.  Such bonus shall be paid as  follows:  $10,800  shall be paid  monthly
against  Company  revenue  goals;  $25,200  shall also be paid  monthly  against
Company net profit goals; and $36,000 shall be paid at year-end if ANACOMP meets
its EBIT goal. The annual bonus and quotas shall be established at the beginning
of each  fiscal  year.  The  bonus  shall  be  more  particularly  described  in
EMPLOYEE's Compensation Plan.

ANACOMP, INC.

EMPLOYEE

Donald L. Viles



                                  ADDENDUM I I

Don Viles Performance Appraisal

Strength
Very intellectual
Honest
High values
Financial reporting rules and
     regulations
Anacomp  experience  and history  Accounting  principles  Work ethic and loyalty
 Focused and thorough Meets deadlines

Need For Improvement
Accessibility
Sometimes fails to see the "big picture"
Communication
Organizational skills
Delegation and people management

     I believe that for Don to carry out  Anacomp's  future  strategies as chief
financial  officer he will require  skills and behavior  patterns to  accomplish
specific objectives such as the following:

A.   Leadership Skills
1)      Achieve results through support from others.
2)      Develop and implement new programs and initiatives that contribute
           to Company goals and profitability.
3)       Maintain and improve morale and enthusiasm in area of responsibility.

B.   Managerial Skills
1)      Improve processes to gain maximum effectiveness.
2)      Involve others in decision making and problem solving.
3)      Identify and solve communication problems.
4)      Improve ability to work both from a pragmatic as well as big picture
          level.

C.   Personnel Development
1)       Become accessible and more responsive to personnel
           especially Chief Executive Officer.
2)       Promote team approach.
3)       Enhance staff's ability to perform on their own.

D. Specific Objectives
1)      Develop new organization staffed with effective professionals.
     The new  organization  is  needed  to  support  our  changing  environment:
Revitalize  and  improve  the  treasury  functions  especially  cash  reporting,
budgeting,  analysis and cash management including the hiring of an outside Vice
President and Treasurer.
         -    Hire or promote a strong domestic controller.
         -    Increase internal audit functions.
         -    Address European organization structure.



                                  ADDENDUM III

         CONFIDENTIALITY, NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

     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 25,000  shares of Anacomp,  Inc.  Common
Stock,  par value  $.01 per share,  at ~ price of $4.63  (price to be set on the
date of award by  Anacomp's  Board of  Directors),  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 Ariacomp.  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.  While an  employee  of  Anacomp,
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.

     2.2  Non-Competition  After  Termination.  After the  termination,  for any
reason or cause,  of Employee's  employment  with Anacomp,  Employee agrees that
'for a period  of one (1)  year  following  such  termination,  he/she  will not
compete in any manner, either directly or indirectly as an employee, consultant,
investor or owner,  whether  for  compensation  or  otherwise,  with  Anacomp by
developing,  marketing,  selling or maintaining, or assisting others to develop,
market,  sell or maintain,  products or services which are competitive  with the
products or services of Anacomp or with any  Protected  Information  of Anacomp,
currently  existing  or planned  for the  future,  which  Employee  learns of or
develops while an employee of Anacomp. Employee further agrees that for the same
period  following  such  termination,  for any  reason,  he/she  will not accept
employment or have any other relationship  (including,  without  limitation,  to
own, manage,  operate,  control, be employed by, or participate) with any entity
which is competitive with the products or services of Anacomp currently existing
or which are known by  Employee  to be  planned  for the  future.  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);  and 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.

     2.3 Reasonableness of Post-Termination  Non-Compete.  Employee acknowledges
that this Section 2.2 is enforceable and effective  because of his/her access to
and use of Protected  Information.  Employee hereby  represents and acknowledges
that:  (a) the  restrictions  on the  activities in which he/she may engage upon
termination of his/her  employment with Anacomp are reasonable and, despite such
restrictions,  Employee  will be able to earn his/her  livelihood  following any
such termination;  (b) the locations  designated are reasonable because they are
limited to the locations in which Employee performed  services for Anacomp;  and
(c) the period of time designated is reasonable  because it extends only for one
year following the termination of his/her employment with 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 (as
set forth in Section 2.2 above):  (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.  The foregoing
restrictions  shall apply to customers  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.

     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 i11egal,  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,
the  prevailing  party shall be entitled  to recover  from the losing  party its
reasonable 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:  October 7, 1996

ANACOMP, INC.



By:  Eric K. Whinston
Its:  Vice President


Employee - Donald L. Viles
Current Position - Chief Financial Officer
Current Location:  Indianapolis
Social Security Number: