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                              RETENTION AGREEMENT
                                        

     This RETENTION AGREEMENT ("Agreement") is made and entered into as of May
1, 1998, by and between Nu-kote Holding, Inc. (the "Company") on the one hand,
and for _________________ ("Employee") on the other hand.

                                  WITNESSETH:

     WHEREAS, the Company desires to retain Employee throughout its
Reorganization (as that term is defined herein) or to such time as the Company
determines that Employee's services are no longer required, and

     WHEREAS, the Company desires to provide Employee with certain compensation
in connection with his agreement to remain with the Company throughout its
Reorganization, and

     WHEREAS, Employee is willing to render services to the Company on the terms
and subject to the conditions set forth in this Agreement,

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth hereinafter, the Company and Employee agree as follows:

                                1.  DEFINITIONS

     (a) "Reorganization" refers to the Company's reorganization under Chapter
11 of the United States Bankruptcy Code and/or any re-negotiation of the secured
indebtedness that the Company and its subsidiaries have with the lending group
for which NationsBank - Texas, N.A. acts as Agent that results in a reduction of
the outstanding principal amount of such indebtedness.

     (b)  "Cause" shall mean the occurrence of any of the following acts:

          i.   any act of gross or willful neglect of duty or misconduct of
          Employee in discharging his duties and responsibilities as defined in
          Section 2;

          ii.  any conduct of Employee which is materially detrimental to the
          Company, including, but not limited to, performance by Employee of
          illegal or fraudulent acts;

          iii. violation by Employee of any obligations to maintain
          confidential or proprietary information of the Company.

     (c)  "Disability" shall mean that Employee has become permanently disabled
within the meaning of, and has begun actually to receive disability benefits
pursuant to, the long-term disability plan of the Company then in effect.

                                      1.
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                              2.  EMPLOYEE DUTIES

     Employee shall perform those duties which are assigned to him by the chief
executive officer of the Company.  Employee hereby represents that his
employment hereunder and compliance by him with the terms and conditions of this
Agreement will not conflict with or result in the breach of any agreement to
which he is a party or by which he may be bound.

                               3.  COMPENSATION

     (a) Salary.  As compensation for the duties and services performed by
Employee, the Company will pay Employee a monthly base salary at the rate in
effect on the date of this Agreement.

     (b) Retention Payment.  If Employee remains with the Company until the
earlier of the following two events occurs, (a) completion of Reorganization or
(b) such time as the Company determines that Employee's services are no longer
required, then beginning on the first day of the first month after the
Employee's employment with the Company terminates, the Company will continue to
pay Employee each month, in accordance with its customary practice, an amount
equal to the Employee's monthly base salary at the rate in effect on the date of
this Agreement for a total of six (6) months.

         i.   In the event that the Company terminates Employee prior to the
     completion of its Reorganization, Employee shall be entitled to receipt of
     the compensation set forth in Section 3(b) only in the event that the
     Company terminates him for any reason other than for Cause (as that term is
     defined herein).  Employee shall not be entitled to the compensation set
     forth in 3(b) in the event his employment is terminated for Cause (as that
     term is defined herein), or in the event of death, resignation, or
     Disability (as defined herein) of Employee prior to the completion of the
     Reorganization.

         ii.  Any termination by the Company pursuant to this Section shall be
     communicated by a written notice of termination to Employee.

     (c) Benefits.  While the Employee is employed by the Company and during the
period that any amount is paid to the Employee under Section 3(b),  Employee
shall be entitled to participate in all benefit plans and programs that are
available to the Employee as of the date of this Agreement. Additionally, the
Employee shall be entitled to receive all benefits which have accrued through
the date of termination of the Employee's employment with the Company.


                           4.  WITHHOLDING OF TAXES

     The Company may withhold from any amounts payable under this Agreement all
federal, state, city, or other taxes as shall be required pursuant to any law,
government regulation, or ruling.

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                             5.  PRIOR AGREEMENTS

     All prior salary continuation and/or severance agreements between Employee
and the Company, or any of its holdings or subsidiaries, are null and void.


                             6.  NON-DISPARAGEMENT

     Employee agrees that he will not make or cause to be made any statements,
observations, or opinions, or communicate any information (whether oral or
written) that disparages or is likely in any way to harm the reputation of the
Company.

                                  7.  NOTICE

     For all purposes of this Agreement, all communications, including, without
limitation, notices, consents, requests or approvals, provided for herein shall
be in writing and shall be deemed to have been duly given when delivered or five
business days after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed to the Company (to
the attention of the Secretary of the Company) at its principal executive office
or to the Employee at his principal residence set forth on the signature page
hereto or to such other address as any party may have furnished to the other in
writing and in accordance herewith, except that notices of change of address
shall be effective only upon receipt.

                               8.  GOVERNING LAW

     The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware, without giving
effect to the principles of conflict of laws of such State.

                                 9.  VALIDITY

     If any provision of this Agreement or the application of any provision
hereof to any person or circumstance is held invalid, unenforceable, or
otherwise illegal, the remainder of this Agreement and the application of such
provision to any other person or circumstances shall not be affected, and the
provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid, and legal.

                              10.  MISCELLANEOUS

     No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
Employee and the Company.  No waiver by either party hereto at any time of any
breach by the other party hereto of compliance with any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreements or representatives, oral or otherwise, expressed
or 

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implied with respect to the subject matter hereof have been made by either party
which are not set forth expressly in this Agreement.

                               11.  COUNTERPARTS

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same agreement.


     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.


                              NU-KOTE HOLDING, INC.


                              By:
                                 ----------------------------------
                              Name:  Shaun K. Donnellan
                              Title:  Chief Executive Officer


                              EMPLOYEE

                              ------------------------------------- 
                              signature


                              Principal Address (required for notice provision):


                              _____________________________

                              _____________________________

                              _____________________________ 

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