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                                                                  EXHIBIT 10.23




                            GLASS & ASSOCIATES, INC.
                       AGREEMENT ENGAGING THE SERVICES OF
                   GLASS & ASSOCIATES, INC. AS INTERIM MANAGER

      Nu-kote Holding, Inc. of 17950 Preston Road, Suite 690, Dallas, Texas
75252 (the "Company") wishes to engage professional management assistance to
provide general management of the Company's operating and business affairs, and
to assist the Company to the extent possible in seeking and finding solutions to
certain problems within the sphere of management direction and planning.

      The Company hereby agrees to engage Glass & Associates, Inc. ("Glass"), a
Delaware corporation with its principal office located at 4571 Stephen Circle
N.W., Suite 130, Canton, Ohio 44718, for the purpose of managing the Company
during the critical period ahead. Glass will provide Shaun K. Donnellan to serve
as Interim Chief Executive Officer of the Company, subject to the following
terms and conditions. Glass may provide others from time to time as required
during the course of the assignment.

      1.    Glass shall have full access to all personnel and a relationship
            with the entire internal organization, much like that of the Chief
            Executive Officer, although the relationship of Glass to the Company
            shall at all times be that of an independent contractor. Glass may,
            in the performance of its duties, negotiate on behalf of Company
            with various parties including but not limited to creditors,
            stockholders and employees of Company, and governmental entities.

      2.    Glass shall review and approve all financial and operating policies,
            plans and programs and shall participate in any major decision which
            might have a significant impact on such policies.

      3.    Glass shall be subject solely to the control of the Board of
            Directors of the Company. Except for such control, Glass shall not
            be subject to the control of any other person or persons.

      4.    Glass shall be compensated for its services under this Agreement at
            its regular published rates, per the attached schedule, plus
            expenses. There shall be an initial payment of $200,000.00 as a
            client deposit which unused portion will be refunded at the end of
            the assignment. Fees and expenses shall be billed weekly, and all
            invoices are due and payable upon receipt.

      5.    Upon completion of its engagement, the Board will consider a
            performance bonus for Glass, consistent with that which a resident
            top executive might receive for a job well done. During the course
            of the assignment, Glass may propose a basis upon which such bonus
            could be paid.




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      6.    In consideration for the Glass understanding to discharge the
            responsibilities as set forth above:

                  a)    The Company shall and does hereby forever release,
                        remise and discharge, agree to indemnify, pay on demand
                        and hold harmless Glass, its agents, attorneys,
                        employees, and representatives, (the "Releases"), from
                        any and all claims, costs, demands, actions,
                        liabilities, judgments, or attorneys' fees which may
                        result from any act or failure to act in what Releasees
                        in good faith believe to be the best interests of the
                        Company arising out of Releasees' performance or
                        non-performance under this Agreement, or Releasees'
                        present or future association with the affairs of the
                        Company, its creditors, stockholders, employees, agents,
                        attorneys or representatives. This release,
                        indemnification and agreement to hold harmless extends
                        to all claims of every nature and kind whatsoever, past,
                        present or future, known or unknown, and suspected or
                        unsuspected.

                  b)    Company further expressly agrees that it will execute
                        and enter into, sign, seal and deliver any and all
                        additional documents, papers, releases, indemnity
                        agreements, and will do and perform any and all things
                        which Glass may deem desirable to protect it or its
                        agents, attorneys, employees, representatives, and each
                        of them, from any aforesaid claims, costs, demands,
                        actions, liabilities, judgments or attorneys' fees,
                        whatsoever, and to do any and all other things necessary
                        or desirable in the opinion of Glass to effectuate the
                        purposes of this release, indemnification and agreement
                        to hold harmless.

                  c)    In the event of a breach of this Agreement by the
                        Company, the Company agrees to pay all costs, including
                        reasonable attorneys' fees incurred by Glass in its
                        efforts to enforce its rights under this Agreement.

      7.    This engagement of Glass shall continue at the pleasure of the Board
            of Directors, and may be terminated at any time by resolution of the
            Board of Directors, a certified copy of which shall be delivered to
            Glass. Glass shall have the option to terminate its employment at
            any time upon notification to the Board of Directors of its desire
            to terminate. The provisions of Paragraph 6 (indemnification) shall
            survive the termination of this Agreement for any reason.

      8.    In the event that the Glass representative is offered and accepts a
            permanent assigned position with the Company, Glass will receive
            from Company payment equal to 30% of his first year's total
            compensation, an amount not unlike that received by an executive
            recruiter.


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      9.    The parties hereto agree that the interpretation and enforceability
            of this Agreement shall be determined in accordance with the
            substantive laws of the State of Ohio, exclusive of choice of law
            provisions. In case any one of more of the provisions contained in
            this Agreement shall for any reason be held to be invalid, illegal,
            or unenforceable in any respect, such invalidity, illegality or
            unenforceability shall not affect any other provision hereof, and
            this Agreement shall be construed as if such invalid, illegal, or
            unenforceable provision had never been contained herein.

      Dated: 12/10/97 GLASS & ASSOCIATES, INC.

                      By: /s/
                         --------------------------------
                           President             (office)



                      -----------------------------------
                      COMPANY

                      By: /s/
                         --------------------------------

                      Its: Chairman
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                                  RATE SCHEDULE




                            Effective January 1, 1996

                Principal ............ $250.00 - $300.00 per hour

              Case Director ............ $200.00 - $250.00 per hour

            Senior Consultant ........... $175.00 - $225.00 per hour

              Consultant .............. $125.00 - $175.00 per hour

          Clerical/Administrative ............ $45.00 - $60.00 per hour

                   Out-of-Pocket Expenses ............ At Cost