<PAGE>
EXHIBIT INDEX

EXHIBIT NUMBER



(10) MATERIAL CONTRACTS

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



(21) SUBSIDIARIES OF THE REGISTRANT.



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

 
<PAGE>


                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                                  ANACOMP, INC.

                                   ("ANACOMP")

                             with offices located at

                           11550 North Meridian Street

                                    Suite 600

                              Carmel, Indiana 46032

                                       and

                                 Ray L. Dicasali

                                  ("EMPLOYEE")

                         Date of Agreement: May 15, 1996

                    Effective Date of Agreement: May 15, 1996

          Date of Expiration of First Initial Term: September 30, 1998



<PAGE>



                              EMPLOYMENT AGREEMENT



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



                                    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 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 twelve 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 twelve months, whichever is sooner.



         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 the Employment 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 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.



4.       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 5(f) 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)(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, 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 Section 1-5 of this Article V.



                                   ARTICLE VI



                    Payment and Obligations After Termination



         If the  Employment 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  month-end  or year-end  bonus not already  paid or fully
earned except and to the extent required by law. If the Employment is terminated
due to the death or total and permanent  disability of EMPLOYEE,  in addition to
his base salary accrued to the date of  termination,  bonuses shall be paid on a
pro rata basis computed  through the date of  termination.  If the Employment is
terminated  without cause or the EMPLOYEE  deems a termination  to have occurred
due to a demotion,  transfer or reduction  in  compensation,  EMPLOYEE  shall be
entitled to termination pay equal to twelve 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 twelve  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 "CONFIDENTIALITY, NON-COMPETITION
AND NON-DISCLOSURE AGREEMENT" in the form attached hereto as Addendum II. In the
event of any conflict  between the terms of this  Agreement  and such  Covenant,
this Agreement shall govern.



         The  provisions  of  this  Article  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.





                                  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 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 or 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, INC...............                 EMPLOYEE:



By: /P. Lang Lowrey/.......                          /Ray L. Dicasali/



<PAGE>



                                   ADDENDUM I



                                       TO



                     EMPLOYMENT AGREEMENT DATED MAY 15, 1996



                                     BETWEEN



                            ANACOMP, INC. ("ANACOMP")



                        AND RAY L. DICASALI ("EMPLOYEE")





Scope of Employment



         ANACOMP  employs the EMPLOYEE in the capacity of Senior Vice  President
and Chief Technology Officer.



Assigned Responsibilities



         EMPLOYEE is responsible for managing  Anacomp's  corporate  information
systems  on  a  worldwide  basis;   providing  leadership  and  support  in  the
development  of data  automation  systems for Anacomp's  data centers;  managing
Anacomp's  engineering  department;  and  advising  the  Company  on  technology
opportunities.



Base Salary



         For all services  rendered by EMPLOYEE under this  Agreement,  EMPLOYEE
shall  receive a minimum  Base Salary of $200,000 per year for fiscal year 1996,
ending September 30, 1996. For fiscal year 1997,  beginning October 1, 1996, the
base salary will be $166,250.  Base Salary will be reviewed at the  beginning of
each fiscal year



Incentive Compensation



Bonus



         In addition to Base Salary, EMPLOYEE shall receive for FY1996 a $12,500
year-end  bonus if Company  makes its EBIT goal.  For FY1997,  EMPLOYEE  will be
under the Key  Employee  II Plan:  $47,500  paid 1/12  monthly  as a percent  of
year-to-date  goals (70% Company  EBIT,  30% Company  Revenue);  $23,750 paid at
year-end if Company meets its EBIT goal. The annual bonus and  objectives  shall
be established at the beginning of each fiscal year.



One-Time Bonuses



Contract Signing Bonus - $12,500 payable May 15, 1996

Relocation Bonus - $12,500 payable October 1, 1996



ANACOMP, INC...............                 EMPLOYEE



By: /P. Lang Lowrey/.......                          /Ray L. Dicasali/



<PAGE>



                                                                         
                                                        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 per share (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 Anacomp.  Further,  upon the
termination  of his/her  employment  with  Anacomp,  for any reason  whatsoever,
Employee  shall  promptly  return  any and all copies of any  written  material,
documents,  computer  hardware and software,  tools and  equipment  belonging to
Anacomp or relating to the business of Anacomp in his/her possession.



2.       Non-Competition.



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



3.       Non-Solicitation.



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



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



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,  understanding  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 14, 1996



ANACOMP, INC.



By: /Eric K. Whinston/.....                                 /Ray L. Dicasali/
                                                           -----------------

Its: Vice President........                               Employee (signature)


       ..................                                   Ray L. Dicasali
                                                            ---------------

         ..................                                 Employee (printed)



         ..................                             Chief Technology Officer
                                                       ------------------------

         ..................                                   Current position



         ..................                                   Poway, California
                                                              -----------------

         ..................                                   Current location



         ..................                                   
                                                              -----------

         ..................                             Social Security Number







Form 21 (revised 9/96)
<PAGE>

                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                                  ANACOMP, INC.

                                   ("ANACOMP")

                             with offices located at

                           11550 North Meridian Street

                                    Suite 600

                              Carmel, Indiana 46032

                                       and

                                  Gary M. Roth

                                  ("EMPLOYEE")

                      Date of Agreement: December 16, 1992

                  Effective Date of Agreement: October 1, 1992

          Date of Expiration of First Initial Term: September 30, 1995



<PAGE>



                              EMPLOYMENT AGREEMENT



         This  Agreement  is entered into  between  ANACOMP,  INC. or any of its
subsidiaries or affiliates  (herein referred to as "ANACOMP") and EMPLOYEE.  The
full identification of each party, date of Agreement,  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 twelve 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  twelve  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.



4.       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  Section  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  month-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 EMPLOYEE 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
twelve 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 twelve 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 or 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, INC...............                 EMPLOYEE:



By: /J. Mark Woods/........                          /Gary M. Roth/



<PAGE>



                                   ADDENDUM I



                                       TO



                   EMPLOYMENT AGREEMENT DATED OCTOBER 1, 1992



                                     BETWEEN



                            ANACOMP, INC. ("ANACOMP")



                          AND GARY M. ROTH ("EMPLOYEE")





Scope of Employment



         ANACOMP  employs the EMPLOYEE in the capacity of Vice  President,  LAAP
and Canada Operations, and Senior Division Vice President.



Assigned Responsibilities



         EMPLOYEE is responsible  for managing the LAAP and Canadian  operations
and for performing  such other duties as may be assigned by the Chief  Operating
Officer.



Base Salary



         For all services  rendered by EMPLOYEE under this  Agreement,  EMPLOYEE
shall  receive a minimum  Base  Salary of $80,000 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 $80,000  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 $80,000 for meeting 100% of assigned objectives.



ANACOMP, INC...............                 EMPLOYEE



By: /J. Mark Woods/........                          /Gary M. Roth/



<PAGE>



                                                              
                                                                   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 per share (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 Anacomp.  Further,  upon the
termination  of his/her  employment  with  Anacomp,  for any reason  whatsoever,
Employee  shall  promptly  return  any and all copies of any  written  material,
documents,  computer  hardware and software,  tools and  equipment  belonging to
Anacomp or relating to the business of Anacomp in his/her possession.



2.       Non-Competition.



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



3.       Non-Solicitation.



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



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



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,  understanding  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 11, 1996



ANACOMP, INC.



By: /Eric K. Whinston/.....                                   /Gary M. Roth/
                                                              --------------

Its: Vice President........                                Employee (signature)

         ..................                                   Gary M. Roth
                                                              ------------

         ..................                          Employee (printed)
         ..................                      President-International Group
                                                -----------------------------

         ..................                           Current position



         ..................                                   Poway, California
                                                              -----------------

         ..................                                   Current location



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







Form 21 (revised 9/96)