ANACOMP INC
MASTER PROC AGMT ANACOMP & EDS
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<DESCRIPTION>MASTER PROC AGMT ANACOMP & EDS
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                          MASTER PROCUREMENT AGREEMENT

                                     BETWEEN

                       ELECTRONIC DATA SYSTEMS CORPORATION

                                       AND

                                  ANACOMP, INC.



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<TABLE>
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                                TABLE OF CONTENTS

                                       FOR

                          MASTER PROCUREMENT AGREEMENT


                   ARTICLE I. AGREEMENT, TERM AND DEFINITIONS
<S>                                                                                                     <C>
1.1 Agreement and Term...................................................................................1
1.2 Certain Definition...................................................................................2

                           ARTICLE II PURCHASE ORDERS

2.1 Preparation of Purchase Orders.......................................................................3
2.2 Issuance and Acceptance of Purchase orders...........................................................3
2.3 Purchase Order Alterations...........................................................................4
2.4 Evaluation Purchase Orders...........................................................................4
2.5 Cancellation of Purchase orders......................................................................4

                 ARTICLE III PROVISION OF PRODUCTS AND SERVICES

3.1 General..............................................................................................4
3.2 Transportation of Products...........................................................................4
3.3 Title and Risk of Loss...............................................................................5
3.4 Site Preparation.....................................................................................5
3.5 Installation of Products.............................................................................5
3.6 Right to Cancel for Delays...........................................................................5
3.7 Assignment of right to Purchase......................................................................6
3.8 Time and Materials Services..........................................................................6
3.9 Services in General..................................................................................7
3.10 Further Acts........................................................................................8
3.11 Time of Performance.................................................................................8
3.12 EDS Business Practices..............................................................................8
3.13 Hardware Support and Maintenance Services...........................................................8
3.14 Education Services..................................................................................8
3.15 National Account Management.........................................................................8

                        ARTICLE IV PROVISION OF HARDWARE

4.1 Acceptance of Hardware...............................................................................8
4.2 Performance and Reliability Testing..................................................................9
4.3 Support, Maintenance, and Spare Parts Availability...................................................9
4.4 Duplication of documentation.........................................................................9


                    ARTICLE V PROVISION OF LICENSED SOFTWARE

5.1 Acceptance of Licensed Software......................................................................9
5.2 Grant of License.....................................................................................10
5.3 Transfer of Licensed Software........................................................................11
5.4 Ownership of Licensed Software and Modifications.....................................................11
5.5 Proprietary Markings.................................................................................11
5.6 Duplication of Documentation.........................................................................11
5.7 Non-Disclosure.......................................................................................11
5.8 Licensed Software Support Services...................................................................12
5.9 Provision of Source Code.............................................................................13
5.10 Acquisition of Third Party Software.................................................................14
5.11 Software from an Authorized Third Party.............................................................14


               ARTICLE VI WARRANTIES, INDEMNITIES, AND LIABILITIES

6.1 Warranty.............................................................................................15
6.2 Proprietary Rights Indemnification...................................................................16
6.3 Cross Indemnification................................................................................16
6.4 Anacomp Indemnity....................................................................................16
6.5 Limitation of Liability..............................................................................17
6.6 Insurance............................................................................................17
6.7 Survival of Article VI...............................................................................17

                        ARTICLE VII PAYMENTS TO SUPPLIER

7.1 Charges, Prices, and Fees for Products and Services..................................................17
7.2 Auto Payment.........................................................................................18
7.3 Payment Through Invoicing............................................................................19
7.4 Taxes................................................................................................19

                             ATICLE VIII TERMINATION

8.1 Termination for Cause................................................................................20
8.2 Termination for Insolvency or Bankruptcy.............................................................20
8.3 Termination for Non-Payment..........................................................................20
8.4 Termination of Software License......................................................................21
8.5 Rights Upon Termination..............................................................................21

                             ARTICLE IX MISCELANEOUS

9.1 Binding Nature, Assignment, and Subcontracting.......................................................21
9.2 Counterparts.........................................................................................21
9.3 Headings.............................................................................................21
9.4 Authorized Agency....................................................................................21
9.5 Relationship of Parties..............................................................................22
9.6 Confidentiality......................................................................................22
9.7 Media Releases.......................................................................................23
9.8 Dispute Resolution...................................................................................23
9.9 Electronic Communications............................................................................23
9.10 Proposals and Special Projects......................................................................23
9.11 Governmental Customers..............................................................................23
9.12 International Business..............................................................................23
9.13 Compliance with Laws................................................................................24
9.14 Labor...............................................................................................24
9.15 Export..............................................................................................24
9.16 Notices.............................................................................................24
9.17 Force Majeure.......................................................................................24
9.18 Severability........................................................................................25
9.19 Waiver..............................................................................................25
9.20 Remedies............................................................................................25
9.21 Survival of Terms...................................................................................25
9,22 Nonexclusive Market and Purchase Rights.............................................................25
9,23 GOVERNING LAW.......................................................................................26
9.24 Entire Agreement....................................................................................26

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                          MASTER PROCUREMENT AGREEMENT


     THIS MASTER PROCUREMENT AGREEMENT (the "Agreement"), effective as of August
1, 1996 (the "Effective Date"), is between ANACOMP, INC., an Indiana corporation
("Anacomp"),  and ELECTRONIC DATA SYSTEMS  CORPORATION,  a Delaware  corporation
("EDS").


                                  WITNESSETH:


     WHEREAS,  it is EDS'  intent to  utilize  Anacomp  as its first  source and
primary provider of micrographics and related products and services from time to
time; and


     WHEREAS,  Anacomp  is  willing  to provide  products  and  services  to EDS
accordance with the terms and conditions set forth in this Agreement; and


     WHEREAS,  Anacomp  acknowledges  that some  portion  of EDS' needs for such
products and services will be dependent upon issues to include,  but not limited
to customer requirements; and


     WHEREAS,  the parties hereto have entered into a Master Purchase  Agreement
dated August 1, 1989,  and various other  agreements  (the "Prior  Agreements"),
under which EDS obtained certain products and services from Anacomp; and


     WHEREAS,  as of  the  Effective  Date,  this  Agreement  supersedes  in all
respects such Prior Agreements, such Prior Agreements are terminated (except any
provisions  that need to survive  and any  claims  which  arose  under the Prior
Agreements shall survive such termination) and any and all products and services
obtained  under such Prior  Agreements  shall be deemed to have been obtained by
EDS under the terms and conditions of this Agreement;


     NOW,  THEREFORE,  in  consideration  of the  premises,  and other  good and
valuable  consideration  received and to be  received,  Anacomp and EDS agree as
follows:


                  ARTICLE I. AGREEMENT, TERM, AND DEFINITIONS


1.1  Agreement and Term. The parties agree that the terms and conditions of this
     Agreement  apply  to the  provision  of  products  and  services  to EDS by
     Anacomp.  It is EDS'  intent to  utilize  Anacomp  as its first  source and
     primary provider of micrographics  and related products and services during
     the term of this  Agreement.  The term of this  Agreement  commences on the
     Effective  Date and the Agreement  shall continue to be in effect until the
     earlier of (i) August 1, 2001; or (ii)  termination  by either party as set
     forth in this Agreement.


1.2  Certain Definitions. The following definitions apply to this Agreement:


     (a)  "Affiliate" means an entity which controls, is controlled by or shares
          common control with EDS.


     (b)  "Applicable   Specifications"   means  the  functional,   performance,
          operational,    compatibility,    and    other    specifications    or
          characteristics of a Product described in applicable Documentation and
          such other  specifications or characteristics of a Product agreed upon
          in writing by the parties.


     (c)  "Documentation"  means  user  guides,  operating  manuals,   education
          materials, product descriptions and specifications, technical manuals,
          supporting  materials,  and other information relating to the Products
          or used in  conjunction  with the  Services,  whether  distributed  in
          print, magnetic, electronic, or video format, in effect as of the date
          (i) a Product is shipped to or is accepted by EDS, as  applicable,  or
          (ii) the Service is provided  to EDS.  Documentation  does not include
          maintenance manuals and related documentation.


     (d)  "Employee" means those employees, agents, subcontractors, consultants,
          and  representatives  of Anacomp provided or to be provided by Anacomp
          to perform Services pursuant to this Agreement.


     (e)  "Hardware"  means  equipment  and spare parts  intended for the input,
          output,   storage,    manipulation,    communication,    reproduction,
          transmission,  and retrieval of information,  images and data, whether
          in print, magnetic, electronic, voice, or video format, provided or to
          be provided by Anacomp pursuant to this Agreement.


     (f)  "Implementation  Plan"  means  that  mutually  agreed  upon,  evolving
          document  defining the  engagement  parameters  between the parties at
          specific  EDS  locations.  The  Implementation  Plan  will  provide  a
          guideline  for EDS  micrographics  requirements  and will  include new
          Products,  Services  and  consolidations.  Upon  its  approval  by the
          parties,  the Implementation  Plan will be attached hereto as Appendix
          1.


     (g)  "Licensed  Software" means computer programs in object code (including
          micro code) and/or  source code (if provided  under  Section  5.9), as
          applicable,  provided or to be  provided  by Anacomp  pursuant to this
          Agreement.  The  definition  of Licensed  Software  also  includes any
          enhancements, translations, modifications, updates, releases, or other
          changes to Licensed  Software  which are provided or to be provided as
          part of  Anacomp's  performance  of warranty  Service  obligations  or
          prepaid support Services pursuant to this Agreement.


     (h)  "Net New Hardware"  means those  Anacomp XFP model  ("COM")  recorders
          acquired by EDS from  Anacomp on or after the  Effective  Date of this
          Agreement.


     (i)  "Products"   means,   individually  or  collectively  as  appropriate,
          Hardware, Net New Hardware, Systems, Licensed Software, Documentation,
          supplies,  accessories,  and  other  commodities,  provided  or  to be
          provided by Anacomp pursuant to this Agreement.


     (j)  "Services" includes,  but is not limited to, installation,  education,
          acceptance testing, support, maintenance, computer output to microfilm
          ("COM"), warranty, and time and materials services,  provided or to be
          provided by Anacomp pursuant to this Agreement.


     (k)  "Site" means geographically  contiguous  buildings,  each of which, in
          whole or in part, is occupied or accessed by EDS or a customer of EDS.
          "Geographically  contiguous"  means adjacent tracts or parcels of real
          property  separated,  if at all, only by publicly  dedicated rights of
          way or private easements.


     (l)  "System"  means  individual  Products  provided  or to be  provided by
          Anacomp  pursuant  to this  Agreement  intended to be  integrated  and
          operated cooperatively.


     (m)  "Warranty  Period"  means the period during which Anacomp is obligated
          to perform its warranty  obligations  and during which EDS will not be
          charged for  maintenance  Service.  The Warranty  Period is sixty (60)
          days on the first Net New  Hardware  installed at each EDS site except
          for Net New Hardware  installed at the EDS Troy,  Michigan site, which
          shall have a Warranty Period of ninety (90) days.


                          ARTICLE II. PURCHASE ORDERS


2.1  Preparation of Purchase  Orders.  Anacomp agrees that products and services
     which Anacomp  generally  makes  available to other customers shall be made
     available to EDS under the terms and conditions of this Agreement.  EDS may
     request  information  about  products  and  services  in order  to  prepare
     purchase  orders and Anacomp shall  promptly  provide to EDS, at no charge,
     sufficiently detailed information which is responsive to EDS' request. From
     time  to time  and/or  at  EDS'  request,  Anacomp  shall  provide  written
     information  to EDS  about  products  and  services,  and  options  related
     thereto, available or to be available from Anacomp.


2.2  Issuance and Acceptance of Purchase  Orders.  References in this Section to
     purchase  orders also apply to  alterations  to  Purchase  Orders (as later
     defined in this Section). The following governs the issuance and acceptance
     of purchase orders under this Agreement:


     (a)  EDS may issue to  Anacomp  written  purchase  orders  identifying  the
          Products  and  Services  EDS  desires  to obtain  from  Anacomp.  Each
          purchase  order may include other terms and  conditions  applicable to
          the  Products  and  Services  ordered;   such  other  terms  shall  be
          consistent with the terms and conditions of this  Agreement,  or shall
          be necessary to place a purchase  order,  such as billing and shipping
          information,  required  delivery dates,  installation  locations,  and
          Charges (as later defined in this Agreement).


     (b)  Anacomp shall promptly  accept  purchase  orders by providing to EDS a
          written   acceptance  of  such  purchase   order,   or  by  commencing
          performance  pursuant to such  purchase  order.  Anacomp  shall accept
          purchase  orders which do not establish new or  conflicting  terms and
          conditions from those set forth in this Agreement.  Anacomp shall also
          accept purchase orders  incorporating  terms and conditions which have
          been separately  agreed upon in writing by authorized  representatives
          of the parties.


     (c)  Anacomp may reject a purchase order which does not meet the conditions
          described  in  subsection  (b) above by  promptly  providing  to EDS a
          written  explanation of the reasons for such rejection.  Anacomp shall
          accept an alteration to the originally  issued  purchase order if such
          alteration   remedies  the  items  set  forth  in  Anacomp's   written
          rejection.


          Purchase  orders accepted in accordance with this Section are referred
          to as "Purchase Orders." EDS shall have no responsibility or liability
          for Products or Services provided without a Purchase Order.


2.3  Purchase Order Alterations. EDS may issue an alteration to a Purchase Order
     in order to, without limitation,  (i) change a location for delivery,  (ii)
     modify the  quantity or type of Products  and  Services to be  delivered or
     performed,  (iii)  implement any change or  modification  as required by or
     permitted in this Agreement, (iv) correct typographical or clerical errors,
     or (v) order  Products or Services  which are of superior  quality,  or are
     enhancements  to or are new  releases  or new  options of the  Products  or
     Services set forth in the Purchase Order.


2.4  Evaluation  Purchase Orders. If agreed to by both parties,  EDS may issue a
     purchase order to Anacomp for Product evaluation by EDS at no charge for an
     evaluation  period  agreed upon in advance by the  parties.  Anacomp  shall
     provide the Products listed in the evaluation Purchase Order to EDS and EDS
     shall pay all related transportation and insurance costs. Licensed Software
     provided pursuant to an evaluation Purchase Order shall be protected by EDS
     in  accordance  with  the  non-disclosure  requirements  specified  in this
     Agreement which are applicable to Licensed  Software.  At the conclusion of
     the evaluation  period,  EDS shall have the option to acquire such Products
     pursuant to this  Agreement  or to return such  Products to Anacomp at EDS'
     expense without obligation to Anacomp. Products which Anacomp and EDS agree
     to be the  subject  of beta  testing  by EDS shall be subject to a separate
     agreement  between the parties  containing  applicable  beta test terms and
     conditions.


2.5  Cancellation  of Purchase  Orders.  Except as otherwise  agreed upon by the
     parties, EDS may cancel all or a portion of a Purchase Order without charge
     or penalty at any time prior to the scheduled delivery date of the affected
     Product(s)or time of performance of the Services specified in such Purchase
     Order;  provided,  however  that  Anacomp  shall be  entitled to charge EDS
     non-recoverable,  documented and reasonable  costs incurred by Anacomp as a
     result of such  cancellation.  In the event that cancellation  occurs after
     shipment, EDS will return the Products at EDS' expense.


                ARTICLE III. PROVISION OF PRODUCTS AND SERVICES


3.1  General. EDS is entitled to obtain Products and Services for the benefit of
     and use by Affiliates.  Such Affiliates and their respective  employees are
     entitled to use the Products and Services in accordance with this Agreement
     and have and are entitled to all rights,  benefits, and protections granted
     to EDS  pursuant  to this  Agreement  with  respect  to such  Products  and
     Services.  However,  an Affiliate shall only be entitled to obtain Products
     and Services  directly  from Anacomp  pursuant to this  Agreement if EDS so
     provides  written notice to Anacomp.  EDS is responsible  for compliance by
     its  Affiliates   with  the  terms  and  conditions   (including,   without
     limitation,  payment obligations) set forth in this Agreement.  EDS and its
     Affiliates have the right to transfer or remarket the Products and Services
     to third parties.


3.2  Transportation  of Product.  Anacomp shall  deliver  Products to EDS on the
     delivery date set forth in the  applicable  Purchase  Order or as otherwise
     agreed  upon  by the  parties.  Except  as  otherwise  set  forth  in  this
     Agreement,  reasonable Charges for rigging,  drayage, required packing, and
     transportation  of Products  (but not  including  surcharges  or additional
     expenses  due  to   Anacomp's   failure  to  allow   sufficient   time  for
     transportation)  and  required  unpacking  shall  be paid  by  EDS.  Unless
     otherwise  agreed upon by the parties,  the method and mode of all required
     rigging,  drayage,  packing,  and transportation shall be those selected by
     Anacomp so long as Anacomp  obtains  EDS'  consent  prior to the use of air
     freight.


3.3  Title  and  Risk  of  Loss.  Title  to  Hardware  shall  pass to EDS on the
     applicable Acceptance Date (as defined herein) of such Hardware. Except for
     loss of, or damage to, the Products  attributable  solely to the negligence
     of EDS,  all risk of loss of,  or  damage  to,  Products  shall be borne by
     Anacomp  until receipt of delivery of such Products by EDS. Cost of freight
     will be added to the invoice for the applicable Hardware.


3.4  Site  Preparation.  If specific  environmental  conditions are required for
     installation,  operation,  warranty,  or maintenance  of Products,  Anacomp
     shall, upon acceptance of a purchase order for the Products, provide to EDS
     sufficient  information  or  Documentation  which  describes  such required
     conditions,  as well as  provide a  description  of any site  preparations,
     telecommunications  lines and  equipment  required for use of the Products.
     EDS shall be  responsible  for taking any reasonable  actions  necessary to
     prepare  the site for the  Products.  Upon  request by EDS,  Anacomp  shall
     examine the installation  location at no charge to EDS and shall notify EDS
     of any existing site preparation and/or environmental  conditions which, if
     not remedied,  will impact EDS' ability to receive installation,  warranty,
     or maintenance Services.


3.5  Installation  of Products.  If  installation  is set forth in the governing
     Purchase  Order or is included in the Charge for a Product,  Anacomp  shall
     install  Products in good working  order at the  designated  location on or
     before the installation date set forth in the applicable  Purchase Order or
     as  otherwise  agreed  upon by the  parties.  Installation  Services  shall
     include  performance of Anacomp's usual and customary  diagnostic  tests to
     determine the operational  status of the Product.  Anacomp shall inform EDS
     of any education  Services which are included with  installation,  and such
     education  may be performed at a time  mutually  agreed upon by Anacomp and
     EDS.


3.6  Right to Cancel for Delays.  In the event of a delay in delivery (except if
     caused by EDS) of all or any portion of Products listed on a Purchase Order
     or  Products  listed  on a series  of  Purchase  Orders  which  relate to a
     specific  project or request  for  proposal  (the  Products  listed on such
     series of Purchase  Orders  referred to as "Related  Products") , or in the
     event of a delay in the  performance  of  Services  which is not excused in
     this  Agreement,  EDS may cancel  without  charge all or any portion of the
     Products,  Related  Products or Services for which  delivery or performance
     has been so delayed. If, in EDS' reasonable opinion, the delivered Products
     or Related  Products are not  operable  without the  remaining  undelivered
     Products or Related  Products,  EDS may, at Anacomp's  expense,  return any
     delivered Products or Related Products to Anacomp.  EDS shall not be liable
     for any expenses incurred by Anacomp for canceled, undelivered, or returned
     Products  or Related  Products.  EDS shall  receive a refund of all amounts
     paid to Anacomp  with  respect to the canceled  and/or  returned  Products,
     Related  Products  and  Services.  EDS shall not be  entitled  to apply the
     remedies set forth in this  Section 3.6 in the event that any  cancellation
     or delay of delivery is caused by EDS' failure to prepare the relevant site
     for the delivery of the Products or the Related Products.


3.7  Assignment  of Right to  Purchase.  EDS may assign its right to purchase an
     item(s) of Hardware  pursuant to this  Agreement to a third party for lease
     of such Hardware to EDS, but Anacomp shall not owe any  obligations to such
     third  party  lessor.  In such  event,  all  warranty  and  indemnification
     provisions  of this  Agreement  which  relate to or are  applicable  to the
     Hardware  shall  extend to EDS as if EDS were the original  purchaser.  All
     such  purchases  by  such  third  parties  are  deemed,   for  purposes  of
     calculating  accumulated  purchases and any discounts under this Agreement,
     to be purchases pursuant to this Agreement.


3.8  Time and Materials Services. If available from Anacomp, EDS may obtain on a
     time and materials  basis from Anacomp  consulting,  development  and other
     Services  (excluding  maintenance  and support  Services which are provided
     pursuant to other sections of this Agreement) agreed upon by the parties in
     accordance with the terms and conditions set forth below.


     (a)  EDS may  specify on a purchase  order the names,  required  number and
          skill levels of Employees to perform Services.


     (b)  During  the  course  of  performance  of  Services,  EDS  may  request
          replacement  of an  Employee  or a proposed  Employee.  In such event,
          Anacomp shall, within five (5) working days of receipt of such request
          from  EDS,  provide  a  substitute   Employee  of  sufficient   skill,
          knowledge, and training to perform the applicable Services. If, within
          the first ten (10) days after an Employee's  commencement of Services,
          EDS notifies  Anacomp that (i) such Employee's level of performance is
          unacceptable, (ii) such Employee has failed to perform as required, or
          (iii) such Employee,  in EDS' sole but reasonable  opinion,  lacks the
          skill,  knowledge or training to perform at the required  level,  then
          Anacomp  agrees  that EDS shall not be  required  to pay for  Services
          provided by such Employee  during such period and Anacomp shall refund
          to EDS all amounts paid for such Employee's Services.  If EDS requests
          replacement of an Employee for the above-referenced reasons after such
          ten (10) day time  period,  or at any time for a reason other than the
          reasons  indicated  above,  EDS shall not be required to pay for,  and
          shall be  entitled  to a refund of, any sums paid to Anacomp  for such
          Employee' s Services after the date of EDS'  requested  replacement of
          such Employee.


     (c)  Anacomp  shall not replace,  without EDS' consent  (which shall not be
          unreasonably withheld), an Employee then currently performing Services
          until the governing Purchase Order expires or is terminated;  however,
          Anacomp may  replace,  without EDS'  consent,  an Employee for reasons
          relating  to  the  Employee's  termination  with  Anacomp,  promotion,
          illness, death, or causes beyond Anacomp's control.


     (d)  EDS shall  reimburse  Anacomp  for  reasonable  expenses  incurred  by
          Employees in the  performance  of Services (if requested by Anacomp in
          advance and approved by EDS) which are related to travel, lodging, and
          meals;  such expenses  shall be  reimbursed  in  accordance  with EDS'
          guidelines  for  its own  employees.  A copy  of  such  guidelines  is
          attached hereto as Exhibit H.


     (e)  Anacomp shall  establish  and shall retain,  for a period of three (3)
          years  following  the  performance  of time  and  materials  Services,
          records which adequately  substantiate the  applicability and accuracy
          of Charges for such Services and related expenses to EDS. Upon receipt
          of  reasonable  advance  notice from EDS,  Anacomp  shall produce such
          records for audit by EDS.


     (f)  Purchase  Orders for  Services  provided or to be provided  under this
          Section may be canceled at any time  without  charge or penalty,  upon
          written  notice to Anacomp,  except that EDS agrees to pay Anacomp any
          direct,  verifiable,  non-recoverable and reasonable costs incurred by
          Anacomp  as a result  of such  cancellation  and any  amounts  due for
          Services rendered.


3.9  Services in General.  In connection  with the  performance  of any Services
     pursuant to this Agreement:


     (a)  Unless a specific  number of Employees  is set forth in the  governing
          Purchase Order,  Anacomp warrants it will provide sufficient Employees
          to complete the Services  ordered  within the  applicable  time frames
          established  pursuant  to  this  Agreement  or as set  forth  in  such
          Purchase Order.


     (b)  Anacomp   warrants  that  Employees  shall  have   sufficient   skill,
          knowledge,  and  training to perform  Services  and that the  Services
          shall be performed in a professional and workmanlike manner.


     (c)  Employees  performing  Services  in the United  States  must be United
          States  citizens  or  lawfully  admitted  in  the  United  States  for
          permanent  residence or lawfully admitted in the United States holding
          a visa authorizing the performance of Services on behalf of Anacomp.


     (d)  Anacomp warrants that all Employees  utilized by Anacomp in performing
          Services will maintain the confidentiality of information of Anacomp's
          customers and if such Employee is not a full-time  employee whose work
          is considered a "work for hire" under Section 101 of the United States
          Copyright Code, such Employee is under a written obligation to Anacomp
          requiring  Employee  to assign all of  Employee's  right,  title,  and
          interest  to Anacomp in and to any Work  Product  which is  developed,
          prepared,  conceived,  made,  or  suggested  by  such  Employee  while
          providing Services on behalf of Anacomp.


     (e)  Anacomp shall require Employees  providing Services at an EDS location
          to comply with  applicable  EDS  security and safety  regulations  and
          policies.


     (f)  Anacomp  shall provide for and pay the  compensation  of Employees and
          shall pay all taxes,  contributions,  and  benefits  (such as, but not
          limited  to,  workers'  compensation  benefits)  which an  employer is
          required to pay relating to the employment of employees. EDS shall not
          be liable to  Anacomp  or to any  Employee  for  Anacomp's  failure to
          perform its compensation,  benefit, or tax obligations.  Anacomp shall
          indemnify,  defend and hold EDS  harmless  from and  against  all such
          taxes,  contributions and benefits and will comply with all associated
          governmental  regulations,  including  the  filing  of  all  necessary
          reports and returns .


     (g)  Unless  prohibited by law,  Anacomp shall allow EDS or its  designated
          third party to conduct a background  investigation  and drug screening
          ("Investigation")  of any Employee  performing  Services in the United
          States,  Canada and Mexico if EDS intends to provide the Employee with
          unescorted  access  to  an  EDS  location.  In  connection  with  such
          Investigation EDS shall provide to Anacomp a standard form authorizing
          the  Investigation and Anacomp shall promptly secure the completion of
          such  form  by the  Employee.  Any  and all  information  obtained  in
          connection with an  Investigation  of any Employee or acquired or made
          known during such Investigation shall be deemed confidential and shall
          not be revealed to persons without a bona fide need to know. If, after
          reviewing the results of an Investigation, EDS elects not to accept an
          Employee for  performance  of Services under this  Agreement,  Anacomp
          agrees to not utilize such Employee in the  performance  of Services .
          EDS shall waive the  Investigation for an Employee if Anacomp provides
          EDS with  written  confirmation  that:  (i)  Anacomp  has  conducted a
          reasonable  background  and  drug  screening   investigation  of  such
          Employee  with  satisfactory  results,  or (ii) the  Employee has been
          employed with Anacomp for at least five (5) years in good standing.


3.10 Further Acts. During and subsequent to the term of this Agreement,  Anacomp
     shall do, or cause to be done,  all such  further  acts and shall  execute,
     acknowledge,  and  deliver,  or cause  to be  executed,  acknowledged,  and
     delivered,  any and all further  documentation  or  assignments  as EDS may
     reasonably  require to evidence or perfect  EDS'  ownership  or or right to
     use, as the case may be, the Products.


3.11 Time of Performance.  Time is expressly made of the essence with respect to
     each and every term and provision of this Article.


3.12 EDS  Business  Practices  .  Anacomp  shall  comply  with the EDS  Business
     Practices set forth in Exhibit A.


3.13 Hardware   Support  and  Maintenance   Services  .  Hardware   support  and
     maintenance Services provided or to be provided by Anacomp pursuant to this
     Agreement  shall also be subject to the terms and  conditions  set forth in
     Exhibit C.


3.14 Education Services. Education Services (as later defined) provided or to be
     provided by Anacomp pursuant to this Agreement shall also be subject to the
     terms and conditions set forth in Exhibit F.


3.15 National  Account  Management.  Upon the Effective Date of this  Agreement,
     Anacomp will provide a dedicated  National  Account  Management  Team.  The
     National Account  Management Team will also serve as the EDS Implementation
     Team for the purpose of providing  assessment,  analysis and implementation
     of Anacomp Products and Services wherever desired by EDS.


                       ARTICLE IV. PROVISION OF HARDWARE

4.1  Acceptance  of Hardware.  EDS shall  accept  Hardware or System on the date
     (the "Acceptance Date") when necessary  Documentation has been received and
     such Hardware or System  performs in accordance with and/or conforms to its
     Applicable specifications.  In the event the hardware or System does not so
     perform and/or conform, EDS may (i) continue to test the Hardware or System
     with the  assistance of Anacomp,  (ii) permit  Anacomp to repair or replace
     the item of  Hardware or System at no  additional  expense to EDS, or (iii)
     return the  Hardware or System and  related  Documentation  to Anacomp,  at
     Anacomp's expense and without liability to Anacomp, and any amounts paid by
     EDS for the  Hardware  or System and  Documentation  shall be  refunded  by
     Anacomp  to EDS.  Acceptance  of  Hardware  or  System  does not  waive any
     warranty  rights  provided in this  Agreement  for such Hardware or System.
     Prior to  returning  the  Hardware  or System to  Anacomp,  EDS will permit
     Anacomp  two (2) days to  evaluate  the  Hardware  or System and to issue a
     return authorization.

4.2  Performance  and  Reliability  Testing.  In addition to the  warranties set
     forth in this  Agreement  and to the  acceptance  testing  described in the
     previous  Section,  new Hardware or System models,  types,  or releases not
     previously  installed  or  successfully  tested  by EDS  (but  specifically
     excluding XFP 2000 model COM recorders)  ("New  Hardware")  must complete a
     thirty (30) working day performance and reliability  testing period. If New
     Hardware does not perform in accordance with its Applicable  Specifications
     for at least ninety-five  percent (95%) of EDS' normal working hours during
     such  testing  period  following  the actual  installation  date of the New
     Hardware, then EDS shall so inform Anacomp in writing. Within ten (10) days
     of receipt of such  notice,  Anacomp  shall,  at EDS'  option (i) repair or
     replace the unacceptable New Hardware at no additional cost to EDS, or (ii)
     accept the return of the New Hardware and refund to EDS any amounts paid by
     EDS for such New  Hardware,  including  delivery and return  transportation
     costs and expenses.  If EDS elects (i) above,  the repaired or  replacement
     New Hardware shall be subject to the performance and reliability  tests set
     forth in this  Section.  For purposes of New  Hardware,  "Acceptance  Date"
     shall mean the date upon which New Hardware  satisfactorily  completes  the
     performance and reliability test described in this Section.

4.3  Support.  Maintenance,  and Spare Parts Availability.  Anacomp warrants and
     represents that necessary and appropriate  support and  maintenance,  spare
     parts,  and  engineering  changes shall be available for the Hardware for a
     period of five (5) years from the date Anacomp  discontinues  manufacturing
     the  Hardware or System.  EDS shall be entitled to purchase  such  support,
     maintenance,  and spare  parts at the then  current  or other  commercially
     reasonable charges therefor.


4.4  Duplication  of  Documentation.  EDS  may  duplicate  Documentation,  at no
     additional  charge,  for  EDS'  use or  for  use  by a  customer  of EDS in
     connection  with  the  provision  of  Hardware  or  Systems  so long as all
     required proprietary markings are retained on all duplicated copies.


                   ARTICLE V. PROVISION OF LICENSED SOFTWARE


5.1  Acceptance of Licensed  Software.  EDS shall accept delivered  copy(ies) of
     Licensed  Software on the date (the  "Acceptance  Date") when all necessary
     Documentation  has been  received  and the  Licensed  Software  performs in
     accordance  with and/or conforms to its Applicable  Specifications.  In the
     event Licensed  Software does not so perform,  EDS may (i) continue to test
     the Licensed  Software with the assistance of Anacomp,  (ii) permit Anacomp
     to repair or replace the Licensed Software at no additional expense to EDS,
     or (iii) return the  Licensed  Software and  Documentation  to Anacomp,  at
     Anacomp's expense and without liability to Anacomp, and any amounts paid by
     EDS for the  Licensed  Software  and  Documentation  shall be  refunded  by
     Anacomp to EDS. Acceptance of Licensed Software does not waive any warranty
     rights provided in this Agreement for the Licensed Software.


5.2  Grant of  License.  For each item of  Licensed  Software  received  by EDS,
     Anacomp grants EDS and EDS has a worldwide, nonexclusive,  non-transferable
     (except as set forth in Section  5.3  below),  irrevocable  (subject to any
     termination  provision  set  forth  in  this  Agreement),  license  to use,
     execute,  store,  and  display  the object  code  version  of the  Licensed
     Software,  on behalf of EDS and  customers of EDS for whom EDS is providing
     the applicable  Hardware and will operate it for the customer in accordance
     with  paragraph  (d) below (a  "License")  in  accordance  with the type of
     License  selected and in accordance  with the terms and  conditions of this
     Agreement.  The term of a  License  shall  be  perpetual  unless  otherwise
     specified  in Exhibit  B. A  Purchase  Order  shall  designate  the type of
     License which is selected;  if a Purchase Order fails to designate the type
     of License desired,  then such License shall be deemed to be a CPU Software
     License (as later defined in this Section).


     (a)  A "CPU Software  License" permits EDS to use the Licensed  Software on
          any  single   computer  (which  may  include  more  than  one  central
          processing unit) or item of equipment ("CPU") and to copy the Licensed
          Software as necessary for  archival,  maintenance,  disaster  recovery
          testing,  or  back-up  purposes.   If  EDS  desires  to  run  parallel
          operations  in the process of  conducting a disaster  recovery test or
          transferring  operations  from one CPU to another CPU, EDS may operate
          the  Licensed  Software  on two  (2)  CPUs  for  the  period  of  time
          reasonably  necessary  to  complete  the  disaster  recovery  test  or
          transfer.


     (b)  A "Site Software  License" permits EDS to use the Licensed Software at
          the Site  designated  in the  Purchase  Order and to copy the Licensed
          Software as necessary for  dissemination at the Site and for archival,
          maintenance,   disaster   recovery   testing,   or  back-up  purposes.
          Notwithstanding  the foregoing,  the Licensed  Software may be used at
          other than the designated  Site, if (i) the designated  Site cannot be
          used, (ii) the designated Site is replaced or changed by EDS, or (iii)
          EDS provides Anacomp with prior written notice.  If EDS desires to run
          parallel  operations in the process of conducting a disaster  recovery
          test or transferring operations from one site to another Site, EDS may
          operate the Licensed  Software at two (2) Sites for the period of time
          reasonably  necessary  to  complete  the  disaster  recovery  test  or
          transfer.


     (c)  A "Network  Software License" permits EDS to use the Licensed Software
          on any single computer, file server, or item of equipment which may be
          accessed by  multiple,  networked  devices  (collectively  hereinafter
          referred to as the "Network").  Portions of the Licensed  Software may
          be downloaded as appropriate for use by the devices on the Network. If
          EDS desires to run parallel  operations in the process of conducting a
          disaster recovery test or transferring  operations from one Network to
          another  Network,  EDS may  operate the  Licensed  Software on two (2)
          Networks for the period of time  reasonably  necessary to complete the
          disaster recovery test or transfer.


     (d)  Any  License  granted  under  this  Agreement  permits  EDS to (i) use
          Licensed  Software  for  its  corporate  purposes  including,  but not
          limited to,  providing  services to or processing data of customers of
          EDS, providing remote access to the Licensed Software,  and performing
          disaster  recovery,   disaster  testing,   and  backup  as  EDS  deems
          necessary,  and (ii) use and copy Licensed Software and use, copy, and
          modify  Documentation  for the purpose of creating and using  training
          materials relating to the Licensed Software,  which training materials
          may include flow  diagrams,  system  operation  schematics,  or screen
          prints from operation of the Licensed  Software.  Access to and use of
          the  Licensed  Software  by  customers  of  EDS  shall  be  considered
          authorized  use  under  this  Section  so  long  as  such  use  is  in
          conjunction with EDS' provision of services to, or EDS' processing the
          data of, such  customers,  and so long as any such customers are bound
          by obligations of confidentiality.


     The  governing  License  also  includes  the right to use the  source  code
     version of Licensed Software in accordance with the terms and conditions of
     such License and the Section of this Agreement titled  "Provision of Source
     Code."


5.3  Transfer of Licensed  Software.  During the performance or upon termination
     of a  contract  with an EDS  customer  or upon any  transfer  of  equipment
     incorporating  Licensed Software to an EDS customer,  the Licensed Software
     will be licensed  directly by Anacomp to such customer in  accordance  with
     the terms and conditions of Anacomp's  standard  software license agreement
     or as agreed upon by Anacomp and such customer.  A one-time transfer Charge
     as set  forth  in  Exhibit  B will be  applied.  If  Licensed  Software  or
     equipment  incorporating  Licensed Software is transferred to an Affiliate,
     the License will be assigned to the Affiliate at no additional  charge. EDS
     shall have no further  liability  or  responsibility  with  respect to such
     transferred or assigned Licensed Software.


     If the  Licensed  Software is  transferred  to any other third party (i.e.,
     other than an Affiliate or an EDS customer) , the Licensed Software will be
     licensed  directly  by Anacomp to such third party in  accordance  with the
     terms and conditions of Anacomp's standard software license agreement or as
     agreed upon by Anacomp and such third  party.  Any transfer of the Licensed
     Software  to any other  third  party  shall be at  Anacomp's  then-standard
     license fees. EDS shall have no further  liability or  responsibility  with
     respect to such Licensed Software


5.4  Ownership of Licensed  Software and  Modifications.  The Licensed  Software
     shall be and remain the  property  of Anacomp or third  parties  which have
     granted  Anacomp the right to license the  Licensed  Software and EDS shall
     have no rights or interests therein except as set forth in this Agreement.


5.5  Proprietary  Markings.  EDS shall not  remove or  destroy  any  proprietary
     markings  or  proprietary  legends  placed  upon or  contained  within  the
     Licensed Software.


5.6  Duplication  of   Documentation.   EDS  may  duplicate   Licensed  Software
     Documentation,  at no  additional  charge,  for  EDS'  use or for  use by a
     customer of EDS in connection  with the  provision of Licensed  Software so
     long as all required  proprietary  markings are retained on all  duplicated
     copies.


5.7  Non-Disclosure.  During the term of a License,  EDS will treat the Licensed
     Software  with  the  same  degree  of care and  confidentiality  which  EDS
     provides for similar  information  belonging to EDS which EDS does not wish
     disclosed to the public,  but not less than reasonable care. This provision
     shall not apply to Licensed Software, or any portion thereof,  which is (i)
     already  known  by EDS  without  an  obligation  of  confidentiality,  (ii)
     publicly  known or becomes  publicly known through no  unauthorized  act of
     EDS,  (iii)  rightfully  received from a third party without  obligation of
     confidentiality,  (iv) disclosed without similar restrictions by Anacomp to
     a third party, (v) approved by Anacomp for disclosure,  or (vi) required to
     be disclosed  pursuant to a requirement of a governmental  agency or law so
     long as EDS  provides  Anacomp  with timely  prior  written  notice of such
     requirement. It will not be a violation of this Section if (A) EDS provides
     access to and the use of the Licensed  Software to third parties  providing
     services to EDS so long as EDS secures execution by such third parties of a
     confidentiality  agreement as would normally be required by EDS, or (B) EDS
     independently  develops software which is similar to Licensed Software,  so
     long  as  such   independent   development  is   substantiated  by  written
     documentation.


5.8  Licensed  Software Support  Services.  The support Services set forth below
     for the  Licensed  Software  shall be provided by Anacomp to EDS during the
     Warranty  Period at no charge to EDS.  Thereafter,  such  support  Services
     shall be  provided  by Anacomp,  upon EDS'  request,  for either a fixed or
     open-ended term, at the applicable Charges set forth in Exhibit B, upon the
     terms  contained  in the next  Section.  EDS may  discontinue  such support
     Services at any time by providing  sixty (60) days' advance  written notice
     to  Anacomp.  If such  support  Services  were  provided  by Anacomp for an
     open-ended  term, EDS shall promptly  receive a refund of pre-paid  support
     Charges which reflects the amount for  discontinued  support Services after
     the effective date of the notice. If EDS discontinues such support Services
     for the Licensed  Software,  then EDS will no longer be entitled to receive
     the  Corrections,  Improvements and Updates (as defined below for all three
     terms),  except as provided to other  customers of Anacomp  which have also
     discontinued support Services.


     (a)  Anacomp  shall  promptly   notify  EDS  of  any  defects,   errors  or
          malfunctions  ("Defects") in the Licensed Software or Documentation of
          which Anacomp becomes aware from any source and shall promptly provide
          to EDS modified versions of Licensed  Software or Documentation  which
          incorporate corrections of any Defects ("Corrections").  Anacomp shall
          also provide to EDS all operational and support  assistance  necessary
          to  cause  Licensed   Software  to  perform  in  accordance  with  its
          Applicable  Specifications  and remedial support designed to provide a
          by-pass  or  temporary  fix  to a  Defect  until  the  Defect  can  be
          permanently  corrected.  Anacomp shall use its best efforts to respond
          to requests  from EDS for  Licensed  Software  support in a manner and
          time frame which are reasonably responsive  considering the nature and
          severity of the Defect which gave rise to such request.


     (b)  For so long as EDS receives support Services from Anacomp with respect
          to the Licensed  Software,  Anacomp shall provide to EDS at no charge,
          all upgrades, modifications,  improvements,  enhancements, extensions,
          and  other   changes  to  Licensed   Software   developed  by  Anacomp
          ("Improvements") and all updates to the Licensed Software necessary to
          cause the Licensed  Software to operate under new versions or releases
          of the Licensed  Software's  current operating  system(s)  ("Updates")
          which are generally made available to other customers of Anacomp.  EDS
          shall have the option to implement any  Improvement  or Update and any
          failure by EDS to so implement shall not affect EDS' right to continue
          to receive support and maintenance Services.


     (c)  Anacomp shall provide  toll-free  telephone  hot-line  support between
          8:00 a.m. and 5:00 p.m..  Pacific Time, at the applicable  maintenance
          location. In addition, Anacomp shall provide to EDS, at the request of
          EDS  and at  Anacomp's  then  current  established  charges  therefor,
          additional telephone hot-line support for up to twenty-four (24) hours
          per day, seven (7) days per week.


     (d)  Anacomp   shall   provide  to  EDS  any   revisions  to  the  existing
          Documentation  developed  for the  Licensed  Software or  necessary to
          reflect all Corrections, Improvements, or Updates.


     (e)  Anacomp shall make  Licensed  Software  training  available to persons
          designated by EDS to the extent agreed upon by the parties.


     (f)  If the  applicable  Charge  for  Licensed  Software  is  payable  on a
          periodic  basis,  and  such  Charge  includes   provision  of  support
          Services,  and if  Anacomp  fails  to  provide  the  support  Services
          described above,  then EDS' Charge for the affected  Licensed Software
          shall be  immediately  reduced to reflect such failure by  subtracting
          that  portion  of the Charge  allocable  to the  provision  of support
          Services.


5.9  Provision of Source Code.


     (a)  Anacomp   acknowledges   and  agrees  that  EDS'  ability  to  utilize
          adequately  Licensed  Software  would be seriously  jeopardized in the
          event  Anacomp  fails to maintain or support  such  Licensed  Software
          unless   complete   Licensed   Software   source   code  and   related
          Documentation  were made  available to EDS for EDS' use in  satisfying
          EDS' maintenance and support requirements.  Therefore,  Anacomp agrees
          that if  Anacomp  ceases  to make  available  maintenance  or  support
          Services  for the Licensed  Software,  or if Anacomp  ceases  business
          operations  generally or has transferred all or  substantially  all of
          its assets or obligations set forth in this Agreement to a third party
          which has not assumed all of the  obligations  of Anacomp set forth in
          this  Agreement,  then  Anacomp or its  authorized  escrow  agent will
          provide to EDS one copy of the most current version of the source code
          for the Licensed Software.


     (b)  In  order  to  ensure  compliance  with the  foregoing,  Anacomp  will
          promptly and  continuously  update and  supplement  the source code as
          necessary with all  revisions,  Corrections,  enhancements,  and other
          changes  developed  for the  Licensed  Software.  Upon request by EDS,
          Anacomp will deposit in escrow with an escrow agent  acceptable to EDS
          and pursuant to a mutually acceptable escrow agreement supplemental to
          this  Agreement,  a copy of the source code which  corresponds  to the
          most current version of the Licensed  Software in use by EDS.  Anacomp
          shall pay all fees of the escrow  agent for  services  provided.  Such
          source code shall be in a form  suitable for  reproduction  and use by
          computer and photocopy  equipment,  and shall consist of a full source
          language statement of the program or programs  comprising the Licensed
          Software and complete program maintenance Documentation which comprise
          the pre-coding  detail design  specifications,  and all other material
          necessary  to allow a  reasonably  skilled  programmer  or  analyst to
          maintain and enhance the Licensed  Software  without the assistance of
          Anacomp or reference to any other  materials.  EDS may use source code
          received  under this  Section as necessary  to modify,  maintain,  and
          update the Licensed Software.


     (c)  If Anacomp currently  maintains or enters into an escrow agreement for
          the Licensed  Software  source code for the benefit of other customers
          of Anacomp,  then Anacomp  shall provide to EDS a current copy of such
          escrow  agreement  within  ten (10) days of EDS'  request  and if such
          existing escrow  agreement is acceptable to EDS, Anacomp shall include
          EDS as a third party beneficiary of such escrow agreement at no charge
          to  EDS.  In  such  case,  the  existing  escrow  agreement  shall  be
          considered  a  supplemental  agreement  to  this  Agreement.  If  such
          existing  escrow  agreement  is not  acceptable  to  EDS,  and EDS and
          Anacomp elect not to enter into a separate escrow  agreement,  EDS and
          Anacomp  shall  enter  into  an  amendment  to  such  existing  escrow
          agreement which provides mutually acceptable terms and conditions;  at
          a minimum,  such terms and  conditions  shall  allow EDS to conduct an
          audit of, or shall  require that the escrow agent conduct an audit of,
          the copy of source  code in escrow to ensure  that such copy meets the
          requirements  established  in this Section.  Anacomp's  entry into, or
          failure to enter into, an agreement with an escrow agent or to deposit
          the  described  materials in escrow  shall not relieve  Anacomp of its
          obligations to EDS described in this Section.


     (d)  If, as a result of an event of default as described  in paragraph  (a)
          above,  Anacomp fails to provide required support  Services,  then any
          periodic license fee which EDS is required to pay under this Agreement
          for Licensed Software shall be reduced to reflect such lack of support
          Services.  At such time as  Anacomp  commences  offering  the  support
          Services  described in this Agreement for Licensed  Software,  EDS may
          obtain  such  support  Services  as  provided  for  elsewhere  in this
          Agreement.


5.10 Acquisition of Third Party Software.  If EDS has acquired software products
     from a third party and rights to such  software  products are  subsequently
     acquired by Anacomp  (whether  through purchase of the third party in whole
     or in part, through purchase of the software products,  through acquisition
     of the rights to market the software, or through any other means), then EDS
     shall have the option of (i) continuing to use the software  products under
     the  original  license  agreement  with such third  party at no  additional
     charge  to EDS  other  than  applicable  fees  identified  in such  license
     agreement,  or (ii)  using  the  software  products  under  the  terms  and
     conditions of this Agreement.


5.11 Software from an Authorized Third Party. If EDS acquires Anacomp's software
     products from a value added reseller, dealer, distributor, or other Anacomp
     authorized third party provider or if the Licensed  Software is embedded in
     software products acquired from a third party, Anacomp agrees that, at EDS'
     option,  such  products  shall be deemed to have been  acquired  under this
     Agreement.


              ARTICLE VI. WARRANTIES, INDEMNITIES, AND LIABILITIES


6.1  Warranty. Anacomp represents and warrants that::


     (a)  Anacomp  has not and will not enter  into  agreements  or  commitments
          which are inconsistent with or conflict with the rights granted to EDS
          in this Agreement;


     (b)  Except  for  any  security  interest  established  by EDS  under  this
          Agreement,  and any  third  party  ownership  rights  in the  Licensed
          Software,  the  Products  are and shall be free and clear of all liens
          and  encumbrances,  and EDS  shall  be  entitled  to use the  Products
          without disturbance;


     (c)  No portion of the Products contain, at the time of delivery, any "back
          door,"  "time  bomb,"  "Trojan  horse,"  "worm,"  "drop dead  device,"
          "virus," or other computer  software  routines or hardware  components
          designed  to (i) permit  access or use of either the  Products or EDS'
          computer  systems by Anacomp or a third party not  authorized  by this
          Agreement,  (ii)  disable,  damage or erase the  Products or data,  or
          (iii) perform any other such actions;


     (d)  The Products and the design  thereof  shall not contain  preprogrammed
          preventative  routines  or  similar  devices  which  prevent  EDS from
          exercising the rights set forth in Article V of this Agreement or from
          utilizing the Products for the purpose for which they were designed;


     (e)  Each  Product (i) shall be new and free from  defects in  manufacture,
          materials,  and design  (except that  Hardware  and Systems  which are
          acquired  by EDS  through a lease or rental  arrangement  may be "like
          new"),  (ii) shall be manufactured  in a good and  workmanlike  manner
          using a skilled  staff fully  qualified  to perform  their  respective
          duties,  and (iii) shall  function  properly  under  ordinary  use and
          operate  in  conformance  with  their  Applicable  Specifications  and
          Documentation for the applicable Warranty Period; and


     (f)  The Products are, and shall continue to be, data, program,  and upward
          compatible with any other  micrographics  Products  available or to be
          available from Anacomp so that data files created for a Product can be
          utilized without adaptation of the other Products and so that programs
          written for Products will operate on the other Products and not result
          in the need for alteration, emulation, or other loss of efficiency. In
          addition,  each Product is, and shall continue to be,  compatible with
          other Products provided by Anacomp and each Product contained within a
          Anacomp-provided  system shall be fully  integrated,  compatible,  and
          operable with all other  micrographics  Products contained within such
          system.  Anacomp  shall provide to EDS at least ninety (90) days prior
          written notice to discontinue any Product.


     During the Warranty Period, Anacomp will provide warranty Service to EDS at
     no additional  cost and will include all Services,  parts,  or  replacement
     Products  necessary  to enable  Anacomp to comply with the  warranties  set
     forth  in  this   Agreement.   Anacomp   shall  pass  through  to  EDS  any
     manufacturers'  warranties  which Anacomp  receives on the Products and, at
     EDS' request, Anacomp shall enforce such warranties on EDS' behalf. Anacomp
     agrees that EDS shall be entitled to pass  through to Product end users any
     warranties  received  from  Anacomp  for  such  Products  pursuant  to this
     Agreement.


6.2  Proprietary  Rights  Indemnification.  Anacomp represents and warrants that
     (i) at the  time of  delivery  to  EDS,  no  Product  provided  under  this
     Agreement is the subject of any litigation that will adversely  affect such
     Product or EDS' use thereof ("Litigation"), and (ii) Anacomp has all right,
     title, ownership interest,  licensing, and/or marketing rights necessary to
     provide the Products to EDS and that each  License,  the Products and their
     sale,  license,  and use hereunder and that the performance of the Services
     do not and shall not directly or  indirectly  violate or infringe  upon any
     copyright,  patent,  trade secret,  or other  proprietary  or  intellectual
     property  right of any  third  party or  contribute  to such  violation  or
     infringement  ("Infringement").  Anacomp  shall  indemnify and hold EDS and
     Product end users and their  respective  successors,  officers,  directors,
     employees,  and  agents  harmless  from and  against  any and all  actions,
     claims,  losses,   damages,   liabilities,   awards,  costs,  and  expenses
     (including legal fees) resulting from or arising out of any Litigation, any
     breach or claimed breach of the foregoing warranties,  or which is based on
     a claim of an  Infringement  and Anacomp  shall  defend and settle,  at its
     expense,  all suits or  proceedings  arising  therefrom.  EDS shall  inform
     Anacomp of any such suit or  proceeding  against EDS and EDS shall have the
     right to  participate  in the defense of any such suit or proceeding at its
     expense and through  counsel of its  choosing.  Anacomp shall notify EDS of
     any  actions,  claims,  or  suits  against  Anacomp  based  on  an  alleged
     Infringement  of any  party's  intellectual  property  rights in and to the
     Products. In the event an injunction is sought or obtained against use of a
     Product  or in EDS'  opinion  is likely to be sought or  obtained,  Anacomp
     shall promptly,  at its option and expense,  either (A) procure for EDS and
     Product end users the right to continue  to use the  infringing  Product as
     set  forth in this  Agreement,  or (B)  replace  or modify  the  infringing
     Product to make its use  non-infringing  while being  capable of performing
     the same function without degradation of performance.  If these options may
     only be  executed  by Anacomp at an  unreasonable  cost,  then  Anacomp may
     require EDS to  discontinue  use of the Product and return to EDS the price
     paid to Anacomp for the Product.


6.3  Cross  Indemnification.  In the event any act or omission of a party or its
     employees,  servants,  agents, or representatives  causes or results in (i)
     damage to or  destruction  of property of the other party or third parties,
     and/or  (ii)  death or injury to persons  including,  but not  limited  to,
     employees  or invitees of either  party,  then such party shall  indemnify,
     defend,  and hold the other  party  harmless  from and  against any and all
     claims,  actions,  damages,  demands,  liabilities,  costs,  and  expenses,
     including reasonable attorneys' fees and expenses, resulting therefrom. The
     indemnifying  party shall pay or reimburse the other party promptly for all
     such damage, destruction, death, or injury.


6.4  Anacomp Indemnity.  Anacomp shall indemnify,  defend, and hold EDS and EDS'
     successors,  officers,  directors,  employees, and agents harmless from and
     against any and all actions, claims, losses, damages, liabilities,  awards,
     expenses (including  reasonable  attorney's fees), and costs (collectively,
     "Claims")  resulting  from or arising out of (i) Anacomp's  performance  or
     non-performance  of  Services,  (ii)  the  hiring,   termination  or  other
     personnel  action  taken by Supplier  with  respect to any  Employee who is
     assigned to provide Services (including, without limitation, any claims for
     severance benefits), and (iii) any action or conduct taken or engaged in by
     any person that is  associated  with  Anacomp and is assigned by Anacomp to
     provide Services  (including,  without  limitation,  the disclosure by such
     person  of  the  Confidential   Information  (as  later  defined)  of  EDS,
     Affiliates, and customers of EDS and Affiliates.


6.5  LIMITATION  OF  LIABILITY.  NEITHER  PARTY  SHALL BE  LIABLE  TO THE  OTHER
     PURSUANT TO THIS  AGREEMENT FOR ANY AMOUNTS  REPRESENTING  LOSS OF PROFITS,
     LOSS  OF  BUSINESS  OR  INDIRECT,  CONSEQUENTIAL,  SPECIAL,  EXEMPLARY,  OR
     PUNITIVE  DAMAGES OF THE OTHER  PARTY.  THE  FOREGOING  SHALL NOT LIMIT THE
     INDEMNIFICATION,  DEFENSE AND HOLD HARMLESS  OBLIGATIONS  SET FORTH IN THIS
     AGREEMENT.

6.6  Insurance.  During the term of this  Agreement,  Anacomp shall at all times
     maintain at its own cost the following  minimum  insurance  coverage with a
     financially  solvent  insurance  company and,  upon  request of EDS,  shall
     furnish  certificates  evidencing  the  following  insurance:  (i) workers'
     compensation  as required by the laws of the state where Services are to be
     performed;  (ii) employer's liability insurance at a limit of not less than
     One  Hundred  Thousand  Dollars  ($100,000)  each  accident,  Five  Hundred
     Thousand Dollars  ($500,000) disease policy limit, and One Hundred Thousand
     Dollars  ($100,000) each employee disease limit;  (iii) commercial  general
     liability  insurance   (occurrence  basis  form  and  automobile  liability
     coverage)  with a minimum  of One  Million  Dollars  ($1,000,000)  combined
     single  limit per  occurrence,  insuring  Anacomp  from claims for personal
     injury  (including  bodily injury and death) and property  damage which may
     arise from or in connection  with (A) the  performance  of Services or from
     the  provision of Products  hereunder,  or (B) from or out of any negligent
     act or omission of Anacomp, its officers,  directors,  agents or employees;
     in  connection  with  such  commercial  general  liability  and  automobile
     liability policies,  EDS shall be named an additional insured and Anacomp's
     insurer  shall be required by Anacomp to notify EDS of any material  change
     or cancellation of these coverages before expiration of these policies; and
     (iv) any other insurance coverage which EDS considers  reasonably necessary
     or appropriate  under the  circumstances of the applicable  Purchase Order,
     which  requirement  for  insurance  shall be  communicated  to Anacomp in a
     reasonable time prior to or concurrently  with the purchase order for which
     such coverage is required.


     In the event  Anacomp  fails to provide the required  continuous  insurance
     coverage,  EDS may charge  Anacomp and Anacomp  shall pay EDS,  EDS' actual
     expense incurred in purchasing similar protection or a reasonable  estimate
     thereof and the value of any claims, actions, damages, liabilities,  costs,
     and  expenses  paid by EDS which would not have been paid by EDS if Anacomp
     had complied with the requirements of this Section.


6.7  Survival of Article VI. The provisions of this Article VI shall survive the
     term or termination of this Agreement for any reason.


                       ARTICLE VII. PAYMENTS TO SUPPLIER


7.1  Charges,  Prices, and Fees for Products and Services.  Charges, prices, and
     fees ("Charges") and discounts,  if any, for Products and Services shall be
     determined as set forth in Exhibit B, in a Purchase  Order, or as otherwise
     agreed upon by the parties, unless modified as set forth in this Agreement.
     Where a change  in an  established  Charge  for  Products  or  Services  is
     provided for in this Agreement,  Supplier shall give to EDS at least ninety
     (90)  days'prior  written  notice of such change.  Any increase in a Charge
     shall not occur during the first twenty-four (24) months of this Agreement.
     After such  twenty-four  (24) month period,  any increase in a Charge shall
     (i) not occur unless a minimum of twelve (12) months has elapsed  since the
     effective date of the previously  established  Charge, (ii) not exceed five
     percent (5%) of such Charge,  and (iii) be applicable only to COM Services,
     film, microfilm chemicals, and support Services.


7.2  Auto Payment . This Section  shall apply to Purchase  Orders  identified as
     being subject to automatic payment by EDS.


     (a)  Single  Payment for Recurring  Charges.  All Charges which are due and
          payable on a monthly,  annual or other periodic basis for Products and
          Services  ("Recurring  Charges") shall be paid by EDS on the same date
          of the month for each  month  that such  Charges  are due (the  "Remit
          Date") . The initial  payment for a Recurring  Charge shall be made on
          the first Remit Date after the  Applicable  Event  provided  that such
          Applicable  Event  occurs  at least  five (5) days  prior to the first
          Remit Date. An "Applicable Event" is the event set forth in a Purchase
          Order that  initiates  payment of Charges  (such as the  installation,
          receipt,  or  acceptance  of  the  Product;  or  the  commencement  or
          completion  of  Services) . If the  Applicable  Event occurs less than
          five (5) days prior to the first Remit Date,  the initial  payment for
          such Recurring  Charge shall be made on the following  Remit Date, and
          EDS shall not be subject to interest or  penalties as a result of such
          late payment.


     (b)  Payment for Other  Charges.  Except for Recurring  Charges,  or unless
          otherwise  agreed to by the  parties  in  writing,  all  payments  due
          Anacomp for  Products and  Services  shall be paid within  thirty (30)
          days after the date of the Applicable Event .


     (c)  Invoices Required Under Auto Payment. Anacomp must send EDS an invoice
          to receive  payment  for any  amounts  due for any  Charges  which are
          payable and have not been identified on the applicable  Purchase Order
          which is subject to automatic payment.


     (d)  Reconciliation  . From time to time,  at either  party's prior written
          request,  the other party shall assist with the  reconciliation of the
          payments made by EDS to Anacomp.


7.3  Payment Through  Invoicing . This Section applies to Purchase Orders issued
     by EDS which are not identified as being subject to automatic payment or to
     any invoice received by EDS from Anacomp as permitted by this Agreement .


(a)  Except as otherwise set forth in this Agreement,  any undisputed sum due to
     Anacomp pursuant to this Agreement shall be payable within thirty (30) days
     after receipt by EDS of a correct  invoice  therefor from Anacomp.  Anacomp
     shall  invoice  EDS on or  after  the  applicable  Acceptance  Date for the
     Products  covered  by such  invoice .  Periodic  payments,  if any,  due to
     Anacomp  pursuant to this  Agreement  shall be invoiced at the beginning of
     the period to which they  apply.  Payment for any other  Services  shall be
     invoiced as agreed upon by the parties or, in the absence of an  agreement,
     upon completion of such Services.


(b)  A "correct" invoice shall contain (i) Anacomp's name and invoice date, (ii)
     the specific  Purchase  Order number,  if  applicable,  (iii)  description,
     including serial number as applicable,  price, and quantity of the Products
     or Services actually  delivered or rendered,  (iv) credits (if applicable),
     (v) name (where  applicable),  title,  phone number,  and complete  mailing
     address of  responsible  official to whom  payment is to be sent,  and (vi)
     other  substantiating  documentation  or  information  as may reasonably be
     required by EDS from time to time.  A correct  invoice must be submitted to
     the appropriate invoice address listed on the applicable Purchase Order.


7.4  Taxes.


     (a)  To the  extent  that any taxes  are due and  payable  based  upon EDS'
          purchases  of  Products  or  Services   pursuant  to  this  Agreement,
          including  federal excise tax, state and local sales or use taxes,  or
          amounts in lieu  thereof  paid or payable by Anacomp in respect of the
          foregoing,  then EDS agrees to pay or  reimburse  Anacomp for all such
          taxes.  EDS shall not have any obligation to pay any franchise  taxes,
          privilege,  gross  receipts,  or excise taxes imposed on or payable by
          Anacomp, or any taxes based on the net income of Anacomp.


     (b)  Anacomp  agrees  to  reasonably  cooperate  with EDS to  minimize  any
          applicable  tax,  and shall  make  available  to EDS,  and any  taxing
          authority,  all  information,  records,  or documents  relating to any
          audits or  assessments  attributable  to or resulting from the payment
          process.  Anacomp  shall  indemnify  and  hold EDS  harmless  from and
          against any taxes, additions to taxes, penalties,  interest,  fees, or
          other  expenses,   if  any,  incurred  by  EDS  as  a  result  of,  or
          attributable  to (i)  Anacomp's  failure  to  verify  taxability  of a
          purchase,  or (ii) Anacomp's  failure to correctly  calculate or remit
          taxes in a timely manner.


     (c)  Upon  written  notification  by EDS  and  subsequent  verification  by
          Anacomp,  Anacomp shall reimburse or credit,  as applicable,  EDS in a
          timely  manner,  for  any  and all  taxes  erroneously  paid by EDS to
          Anacomp.


     (d)  Anacomp shall provide EDS with the list of states and their respective
          registration  numbers  where  Anacomp is qualified  and  registered to
          collect sales/use taxes in all of the taxing jurisdictions within that
          state.  If such  written  notification  is not  received  by EDS  from
          Anacomp,  then EDS shall  remit the  appropriate  tax  directly to the
          taxing authority.  Anacomp shall promptly notify EDS of any additional
          jurisdictions  to which  Anacomp may  qualify and  register to collect
          sales/use taxes.


                            ARTICLE VIII. TERMINATION


8.1  Termination  for Cause.  Except as  provided  below by the  section of this
     Agreement titled  "Termination  for  Non-Payment," in the event that either
     party  materially or repeatedly  defaults in the  performance of any of its
     duties or obligations set forth in this Agreement,  and such default is not
     substantially  cured within thirty (30) days after written  notice is given
     to the  defaulting  party  specifying  the  default,  then the party not in
     default may, by giving  written  notice  thereof to the  defaulting  party,
     terminate the applicable License or Purchase Order relating to such default
     as of a date specified in such notice of termination.


8.2  Termination  for  Insolvency or  Bankruptcy.  Either party may  immediately
     terminate this Agreement and any Purchase Order by giving written notice to
     the other party in the event of (i) the  liquidation  or  insolvency of the
     other party,  (ii) the appointment of a receiver or similar officer for the
     other party,  (iii) an assignment by the other party for the benefit of all
     or substantially  all of its creditors,  (iv) entry by the other party into
     an agreement for the  composition,  extension,  or  readjustment  of all or
     substantially  all of its  obligations,  or (v) the filing of a meritorious
     petition in bankruptcy  by or against the other party under any  bankruptcy
     or debtors' law for its relief or reorganization.


8.3  Termination for Non-payment. Anacomp may terminate a Purchase Order, or any
     portion  thereof,  if EDS fails to pay when due any undisputed  amounts due
     pursuant to such Purchase Order and such failure  continues for a period of
     thirty  (30) days  after the last day  payment  is due,  so long as Anacomp
     gives EDS  written  notice  of the  expiration  date of the  aforementioned
     thirty (30) day period at least  thirty  (30) days prior to the  expiration
     date.


8.4  Termination  of Software  License.  EDS may  terminate  any License for any
     reason  by  providing  written  notice  to  Anacomp.  If EDS  elects  to so
     terminate  a  License,  EDS shall  return to  Anacomp  or, at EDS'  option,
     destroy,  all copies of the  Licensed  Software and  Documentation  in EDS'
     possession which are the subject of the terminated  License,  except as may
     be necessary for archival purposes.  In such event, Anacomp shall refund to
     EDS a prorated amount of any prepaid  charges for support  Services for the
     Licensed Software.


8.5  Rights Upon  Termination.  Unless  specifically  terminated as set forth in
     this Article,  all Licenses (and EDS' right to use the Licensed Software in
     accordance   with  such   Licenses)  and  Purchase   Orders  which  require
     performance  or extend  beyond the term of this  Agreement  shall,  at EDS'
     option,  be so performed  and extended and shall  continue to be subject to
     the terms and conditions of this Agreement.


                           ARTICLE IX. MISCELLANEOUS


9.1  Binding Nature,  Assignment,  and  Subcontracting.  This Agreement shall be
     binding on the  parties and their  respective  successors  in interest  and
     assigns,  but neither  party shall have the power to assign this  Agreement
     without the prior  written  consent of of the other  party,  which  consent
     shall not be unreasonably  withheld.  If Anacomp  subcontracts or delegates
     any of its duties or  obligations  of performance in this Agreement or in a
     Purchase Order to any third party,  Anacomp shall remain fully  responsible
     for complete performance of all of Anacomp's  obligations set forth in this
     Agreement  or in  such  Purchase  Order  and  for any  such  third  party's
     compliance with the non-disclosure and confidentiality provisions set forth
     in this Agreement.


9.2  Counterparts.  This Agreement may be executed in several counterparts,  all
     of which taken together shall constitute one single  agreement  between the
     parties.


9.3  Headings.  The Article and Section  headings used in this Agreement are for
     reference and convenience only and shall not enter into the  interpretation
     hereof.


9.4  Authorized  Agency.  From  time to time  and at any  time,  EDS may  assume
     operational  responsibility  for products  acquired  directly or indirectly
     from Anacomp by third  parties  which become  customers or  Affiliates,  or
     which are acquired by EDS, after the Effective Date.


     (a)  With respect to such customers,  and  immediately  upon execution of a
          contract  between  EDS and a  customer,  the  products  acquired  from
          Anacomp by such customer shall be governed by the terms and conditions
          of this  Agreement and EDS may use such  products in  accordance  with
          this  Agreement  at no  additional  charge  to EDS  or  its  customer,
          provided,  however,  that any software  obtained  from Anacomp by such
          customer  may only be used by EDS on  behalf  of that  customer.  With
          respect to each such  customer,  Anacomp,  EDS and the customer  shall
          execute an access agreement authorizing EDS' use of the products. Such
          access agreement shall be in a form substantially similar to the Third
          Party System Access Agreement attached to this Agreement as Exhibit D.


     (b)  With  respect to any such  Affiliate,  and upon  Anacomp's  receipt of
          written  notice  from EDS and such  Affiliate,  the  license  or other
          agreement  governing  the  use and  support  of  such  products  shall
          automatically  be  deemed  to have  been  assigned  to EDS,  provided,
          however,  that  such  assigned  license  or other  agreement  shall be
          superseded  by,  and the use and  support  of the  products  shall  be
          governed by, the terms and conditions of this Agreement.


     (c)  With  respect  to any third  party  with  which EDS  either  (i) buys,
          leases, or otherwise  acquires all or a substantial part of the assets
          or business of such third party, or (ii)  consolidates  with or merges
          with said third party,  the license or other  agreement  governing the
          use and support of such products shall automatically be deemed to have
          been assigned to EDS. At that time,  EDS may  supersede  such assigned
          license  or other  agreement  with the  terms and  conditions  of this
          Agreement,  in which case the use and support of the products shall be
          governed by the terms and  conditions  of this  Agreement,  or EDS may
          elect to have the  assigned  license or other  agreement  continue  to
          govern the use of such products.


9.5  Relationship of Parties.  Anacomp is performing  pursuant to this Agreement
     only as an  independent  contractor.  Anacomp  has the sole  obligation  to
     supervise,  manage,  contract,  direct,  procure,  perform  or  cause to be
     performed its obligations set forth in this Agreement,  except as otherwise
     agreed upon by the parties.  Nothing set forth in this  Agreement  shall be
     construed to create the relationship of principal and agent between Anacomp
     and EDS.  Anacomp  shall not act or  attempt  to act or  represent  itself,
     directly  or by  implication,  as an agent of EDS or  Affiliates  or in any
     manner assume or create, or attempt to assume or create,  any obligation on
     behalf of, or in the name of, EDS or Affiliates.


9.6  Confidentiality.  Anacomp acknowledges that in the course of performance of
     its obligations pursuant to this Agreement, Anacomp may obtain confidential
     and/or   proprietary   information  of  EDS  or  Affiliates  or  customers.
     "Confidential  Information"  includes:  information relating to development
     plans, costs, finances,  marketing plans, equipment  configurations,  data,
     access or  security  codes or  procedures  utilized or  acquired,  business
     opportunities,  names of customers,  research, and development;  the terms,
     conditions and existence of this Agreement;  any information  designated as
     confidential  in  writing  or  identified  as  confidential  at the time of
     disclosure if such disclosure is confirmed within thirty (30) days; and any
     copies of the prior  categories  or excerpts  included  in other  materials
     created by the recipient party. Anacomp hereby agrees that all Confidential
     Information  communicated to it by EDS, Affiliates,  or customers,  whether
     before or after the  Effective  Date,  shall be and was  received in strict
     confidence,  shall be used only for purposes of this  Agreement,  and shall
     not be  disclosed  by Anacomp,  its agents or  employees  without the prior
     written  consent of EDS.  This  provision  shall not apply to  Confidential
     Information  which is (i) already known by Anacomp without an obligation of
     confidentiality,  (ii) publicly known or becomes  publicly known through no
     unauthorized act of Anacomp,  (iii) rightfully  received from a third party
     (other  than  an  EDS  customer  or an  Affiliate)  without  obligation  of
     confidentiality,  (iv) disclosed  without similar  restrictions by EDS to a
     third party (other than an EDS customer or an  Affiliate) , (v) approved by
     EDS  for  disclosure,  or  (vi)  required  to be  disclosed  pursuant  to a
     requirement of a governmental agency or law so long as Anacomp provides EDS
     with timely prior written notice of such  requirement.  Except with respect
     to  Licensed  Software,  which  shall be  governed  by the  section of this
     Agreement titled "Non-Disclosure," information received by EDS from Anacomp
     shall only be considered  proprietary and/or  confidential after a separate
     agreement in the form of Exhibit E, attached hereto, has been executed by a
     duly authorized  representative  of each party for the specific  purpose of
     disclosing such  information.  The provisions of this Section shall survive
     the term or termination of this Agreement for any reason.


9.7  Media Releases.  Except for any  announcement  intended solely for internal
     distribution by Anacomp or any disclosure required by legal, accounting, or
     regulatory requirements beyond the reasonable control of Anacomp, all media
     releases, public announcements,  or public disclosures (including,  but not
     limited to, promotional or marketing  material) by Anacomp or its employees
     or agents  relating to this Agreement or its subject  matter,  or including
     the name, trade name, trade mark, or symbol of EDS or any Affiliate,  shall
     be  coordinated  with and  approved  in writing by EDS prior to the release
     thereof.  Anacomp  shall not  represent  directly  or  indirectly  that any
     Product or Service provided by Anacomp to EDS has been approved or endorsed
     by EDS or include the name, trade name, trade mark, or symbol or EDS or any
     Affiliate on a list of  Anacomp's  customers  without EDS' express  written
     consent.


9.8  Dispute Resolution.  In the event of any disagreement regarding performance
     under or  interpretation of this Agreement and prior to the commencement of
     any formal proceedings, the parties shall continue performance as set forth
     in this  Agreement  and shall  attempt in good faith to reach a  negotiated
     resolution by  designating a  representative  of  appropriate  authority to
     resolve the dispute.


9.9  Electronic  Communications.  If Anacomp and EDS  mutually  agree,  business
     communications between the parties, including, but not limited to, purchase
     orders,  invoices,  and payment may be  submitted  electronically.  In such
     case, the parties shall mutually agree in writing upon  supplemental  terms
     and conditions,  including technical standards, for the electronic exchange
     of such items.


9.10 Proposals and Special Projects. EDS may request a written proposal,  quote,
     or bid from  Anacomp for the  provision of Products  and/or  Services for a
     specific EDS project which may be governed by separately  negotiated  terms
     and conditions.  In such event, any Products and Services obtained for such
     project shall be deemed for purposes of calculating  accumulated  purchases
     and any  discounts  set  forth in this  Agreement,  to have  been  obtained
     pursuant to this Agreement.


9.11 Governmental Customers. If approved in advance by Anacomp on a case-by-case
     basis,  this  Agreement  shall  apply to the  acquisition  of  Products  or
     Services for use in or in support of the performance of, or resale under, a
     contract with a federal,  state,  county, or local  governmental  entity (a
     "Governmental  Customer").  Anacomp and EDS may  negotiate  in good faith a
     supplemental agreement incorporating required flow-down provisions or other
     provisions  relating to,  applicable  to, or required by such  Governmental
     Customer  or the  proposed  contract  between  EDS  and  such  Governmental
     Customer,  all of which flow-down provisions EDS will provide in advance to
     Anacomp.  EDS  acknowledges  that Anacomp as a matter of business  practice
     will be unable to accept many of the flow-down provisions and may choose to
     decline  the  provision  of Products  and  Services  for such  governmental
     agencies that require them. All Products and Services  obtained pursuant to
     this  Section  shall be deemed  for  purposes  of  calculating  accumulated
     purchases  and any  discounts  set  forth in this  Agreement,  to have been
     obtained pursuant to this Agreement.


9.12 International  Business.  This Agreement  shall apply to the acquisition of
     Products and Services for use in or in support of the performance or resale
     of Products  and Services in  countries  outside the United  States and its
     territories.  Anacomp and EDS and/or their respective agents, distributors,
     or  affiliates  authorized  to  conduct  business  in  such  countries  may
     negotiate in good faith supplemental agreements incorporating further terms
     and  conditions  required by local law. All Products and Services  obtained
     pursuant  to this  Section  shall be deemed  for  purposes  of  calculating
     accumulated  purchases and any discounts  set forth in this  Agreement,  to
     have been obtained pursuant to this Agreement.


9.13 Compliance  with Laws. In the  performance  of Services or the provision of
     Products  pursuant  to  this  Agreement,  Anacomp  shall  comply  with  the
     requirements  of all applicable  laws,  ordinances,  and regulations of the
     United  States or any state,  country,  or other  governmental  entity.  In
     particular,  Anacomp  agrees to comply with Executive  Order No. 11246,  as
     amended by Executive Order No. 11375, the Vietnam Era Veterans Readjustment
     Assistance Act of 1974,  the  Rehabilitation  Act of 1973, the  Immigration
     Reform and Control Act of 1986,  and the Americans With  Disabilities  Act.
     This Section  incorporates  by reference  all  provisions  required by such
     laws, orders, rules, regulations, and ordinances.  Anacomp shall indemnify,
     defend, and hold EDS harmless from and against any and all claims, actions,
     or damages  arising from or caused by Anacomp's  failure to comply with the
     foregoing.


9.14 Labor.  Anacomp  shall  reasonably  comply  with  any  labor  jurisdictions
     applicable to Anacomp's  performance  pursuant to this  Agreement and shall
     reasonably  cooperate with EDS in resolving any disputes resulting from any
     jurisdictional or labor claims or stoppages.  Upon request by Anacomp,  EDS
     shall   provide  to  Anacomp   clarification   and   guidelines   regarding
     relationships  with  labor  and  Anacomp's  responsibilities  with  respect
     thereto.


9.15 Export.  Neither party shall export any Products or  information  protected
     hereunder  by an  obligation  of  confidentiality  from the United  States,
     either  directly  or  indirectly,  without  first  obtaining  a license  or
     clearance as required from the U.S.  Department of Commerce or other agency
     or department of the United States Government.

9.16 Notices.  Wherever one party is required or permitted to give notice to the
     other  pursuant to this  Agreement,  such notice shall be deemed given when
     delivered in hand,  when mailed by  registered  or certified  mail,  return
     receipt requested,  postage prepaid,  or when sent by a third party courier
     service where receipt is verified by the receiving party's  acknowledgment,
     and addressed as follows:

In the case of EDS:

Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas  75024
Attn:  Manager, Contracts Administration


In the case of Anacomp:

Anacomp, Inc.
2115 Monroe Dr. NE
Atlanta, GA  30324-4832
Attn: Vice President and
         Corporate Counsel

Copy to:

Anacomp, Inc.
12365 Crosthwaite Circle M-3690
Poway, CA 92150
Attn: Vice-President of Business
Development


Either party may from time to time change its address for notification  purposes
by giving the other  party  written  notice of the new address and the date upon
which it will become  effective;  first class,  postage  prepaid,  mail shall be
acceptable for provision of change of address notices.


9.17 Force Majeure.  The term "Force  Majeure" shall be defined to include fires
     or other casualties or accidents,  acts of God, severe weather  conditions,
     strikes  or labor  disputes,  war or  other  violence,  or any law,  order,
     proclamation,   regulation,   ordinance,  demand,  or  requirement  of  any
     governmental agency.


     (a)  A party whose performance is prevented, restricted, or interfered with
          by reason of a Force  Majeure  condition  shall be  excused  from such
          performance  to the extent of such Force Majeure  condition so long as
          such  party  provides  the other  party  with  prompt  written  notice
          describing the Force Majeure  condition and takes all reasonable steps
          to avoid or remove  such  causes  of  nonperformance  and  immediately
          continues  performance  whenever  and to the  extent  such  causes are
          removed.


     (b)  If, due to a Force Majeure  condition,  the scheduled time of delivery
          or  performance  is or will be delayed  for more than thirty (30) days
          after the scheduled date, the party not relying upon the Force Majeure
          condition may  terminate,  without  liability to the other party,  the
          Purchase Order or any portion thereof covering the delayed Products or
          Services.  If  delayed  Products  are  intended  to  be  a  part  of a
          Anacomp-provided  System for which some Products have been  delivered,
          then EDS may terminate  without  liability the Purchase Order relating
          to such entire System.  Anacomp shall remove  delivered  Products from
          EDS'  premise at no charge to EDS and shall refund any amounts paid by
          EDS, less reasonable rental for past use.


     (c)  If a Force Majeure  condition or other delay by Anacomp  causes EDS to
          terminate  its  business  relationship  with a third  party  for  whom
          delayed  Products were ordered and EDS has no alternative  use for the
          Products  after using  reasonable  efforts to  relocate  or  otherwise
          utilize the Products,  then EDS may terminate the applicable  Purchase
          Order and Anacomp shall refund to EDS all amounts paid thereunder.


9.18 Severability.  If,  but only to the  extent  that,  any  provision  of this
     Agreement is declared or found to be illegal,  unenforceable, or void, then
     both  parties  shall be  relieved  of all  obligations  arising  under such
     provision,  it being the  intent and  agreement  of the  parties  that this
     Agreement shall be deemed amended by modifying such provision to the extent
     necessary to make it legal and enforceable  while preserving its intent. If
     that is not possible,  another  provision that is legal and enforceable and
     achieves the same objective shall be substituted.  If the remainder of this
     Agreement is not affected by such  declaration or finding and is capable of
     substantial performance, then the remainder shall be enforced to the extent
     permitted by law.


9.19 Waiver.  Any waiver of this  Agreement or of any  covenant,  condition,  or
     agreement to be performed by a party under this Agreement shall (i) only be
     valid  if  the   waiver  is  in  writing   and  signed  by  an   authorized
     representative  of the  party  against  which  such  waiver is sought to be
     enforced,  and (ii)  apply  only to the  specific  covenant,  condition  or
     agreement to be performed, the specific instance or specific breach thereof
     and not to any other instance or breach  thereof or subsequent  instance or
     breach.


9.20 Remedies. All remedies set forth in this Agreement,  or available by law or
     equity  shall  be  cumulative  and not  alternative,  and  may be  enforced
     concurrently or from time to time.


9.21 Survival of Terms.  Termination  or  expiration  of this  Agreement for any
     reason shall not release  either party from any  liabilities or obligations
     set forth in this  Agreement  which (i) the parties have  expressly  agreed
     shall  survive any such  termination  or  expiration,  or (ii) remain to be
     performed or by their nature would be intended to be  applicable  following
     any such termination or expiration.


9.22 Nonexclusive  Market and Purchase  Rights.  It is expressly  understood and
     agreed  that  Anacomp  is  EDS'  first  source  and  primary   provider  of
     micrographics Products and Services. However, this Agreement does not grant
     to Anacomp an exclusive  right to provide to EDS any or all of the Products
     and Services and shall not prevent EDS from  developing  or acquiring  from
     other suppliers  products or services similar to the Products and Services.
     Nevertheless, EDS management will participate in a formal communication and
     Implementation  Plan in which EDS employees will be provided guidelines and
     direction related to the acquisition of micrographics Products and Services
     from  Anacomp.  Anacomp  agrees that  acquisitions  by EDS pursuant to this
     Agreement  shall neither  restrict the right of EDS to cease  acquiring nor
     require  EDS to  continue  any  level of such  acquisitions.  Estimates  or
     forecasts  furnished by EDS to Anacomp  prior to or during the term of this
     Agreement shall not constitute commitments.


9.23 GOVERNING  LAW.  THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES  UNDER THIS
     AGREEMENT  SHALL  NOT BE  GOVERNED  BY THE  PROVISIONS  OF THE 1980  UNITED
     NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER
     THESE  RIGHTS AND  OBLIGATIONS  SHALL BE GOVERNED  BY THE LAWS,  OTHER THAN
     CHOICE OF LAW RULES, OF THE STATE OF TEXAS.


9.24 Entire  Agreement.  This  Agreement  constitutes  the entire and  exclusive
     statement of the agreement  between the parties with respect to its subject
     matter and there are no oral or written representations,  understandings or
     agreements  relating to this Agreement which are not fully expressed in the
     Agreement.  This  Agreement  shall  not  be  amended  except  by a  written
     agreement signed by both parties.  All exhibits,  documents,  and schedules
     referenced  in this  Agreement  or  attached  to this  Agreement,  and each
     Purchase Order are an integral part of this Agreement.  In the event of any
     conflict  between the terms and  conditions of this  Agreement and any such
     exhibits,  documents,  or schedules,  the terms of this Agreement  shall be
     controlling  unless otherwise stated or agreed.  In the event of a conflict
     between the terms and  conditions of this  Agreement  and a Purchase  Order
     issued  in  accordance  with  Article  II,  the  Purchase  Order  shall  be
     controlling  with respect to those  transactions  covered by that  Purchase
     Order.  Any other terms or conditions  included in any shrink-wrap  license
     agreements,  quotes, invoices,  acknowledgments,  bills of lading, or other
     forms  utilized or exchanged by the parties  shall not be  incorporated  in
     this Agreement or be binding upon the parties unless the parties  expressly
     agree in writing or unless  otherwise  provided for in this Agreement.  The
     parties agree that as of the Effective Date,  this Agreement  supersedes in
     all respects the Prior  Agreements,  such Prior  Agreements  are terminated
     (except  any  provisions  that need to survive  and any claims  which arose
     under the Prior Agreements shall survive such  termination) and any and all
     products and services  obtained  under such Prior  Agreements  be deemed to
     have been obtained by EDS under the terms and conditions of this Agreement


     IN WITNESS WHEREOF, Anacomp and EDS acknowledge that each of the provisions
of this Agreement  were expressly  agreed to and have each caused this Agreement
to be signed and delivered by its duly authorized  officer or  representative as
of the Effective Date.


ELECTRONIC DATA SYSTEMS CORPORATION         ANACOMP, INC.

By:  /s/ H. M. Gleason                      By:  /s/T. Randy Simmons

Printed Name:  H. M. Gleason                Printed Name:  T. Randy Simmons

Title:  Corp VP                             Title:  President, US Group

Date:  8/22/96                              Date:  Aug. 22, 1996

                                            Fed. Tax ID #:


</TEXT>
</DOCUMENT>
