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                            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, TX 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 offices 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 Glass undertaking 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 
    or 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:                                GLASS & ASSOCIATES, INC.
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                                      By:
                                         -------------------------------------
                                                                  (Office)

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

                                         By:
                                             ---------------------------------
                                         Its:
                                             ---------------------------------

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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