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                          TRANSPAC HOLDINGS, INC.
                     International Investment Bankers


                           CONSULTING AGREEMENT

This Agreement is made this 25th day of June 1996, between Brown Discs
Products, Inc., located at 1120 B Elkton Drive, Colorado Springs, Co, 80907
and Transpac Holdings, Inc., located at 10671 Wilkins Ave. #5, Los Angeles Ca,
90024, a Nevada Corporation, and PRECISE PRECISION PRODUCTS, located at 11862
Balboa Blvd. Suite 178, Granada Hills, CA 91344.

In consideration of the mutual promises contained herein and other good
valuable considerations, it is agreed as follows:

1.    Independent Contractor Status

      Parties to this contract intend that the relation between them by
      this contract is that of company and independent contractor.  No
      agent, employee or servant of the independent contractor shall be
      deemed an employee or agent or servant of the employer.  The
      Company is only interested in the results obtained under this
      contract; the manner and means of conduction of the work are under
      the sole control of the independent contractor.  None of the
      benefits provided by the Company to its employees, which includes,
      but are not limited to compensation insurance and unemployment
      insurance will be available to the independent contractor or its
      agents.  The independent contractor will be solely and entirely
      responsible for its acts and for the acts of its agents, servants
      and subcontractors during the performance of this contract.

2.    Statement of Contract Intent

 A.   TRANSPAC is primarily engaged as a financing and corporate
      development company on an independent contractor basis.  TRANSPAC
      derives its revenues from consulting fees charged to clients and
      from the capital appreciation of securities obtained as part of the
      consulting fees from the client companies that engage TRANSPAC to
      guide them in their corporate development activities and bridge from
      the private to public markets.

 B.   The Board of Directors of TRANSPAC agrees to enter into a consulting
      and advisory contract.  On that basis, aforementioned BROWN DISC has
      expressed a desire to retain TRANSPAC on an advisory basis to assist
      them in the preparation of the following, pursuant to an agreement
      with BROWN DISC.

 C.   Duties to be Performed:

      (1) Organize bridge or mezzanine financing for BROWN DISC, in which
          TRANSPAC will introduce its investors to equity ownership in
          the restricted shares of BROWN DISC.  TRANSPAC and with the
          help of PRECISE PRECISION PRODUCTS will raise $576,250 at a
          price of $2.50 per share, and deliver proceeds no later than
          June 26, 1996, and secure and deliver a Subscription Agreement
          and Registration Rights Agreement generated directly by BROWN
          DISC.  TRANSPAC is also responsible for delivery of the
          aforementioned documents including the 10Q dated March 31, 1996
          and 8K dated May 15, 1996.

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      (2) On an "as requested" basis, TRANSPAC will engage in active
          promotion of the common stock of BROWN DISC.  This promotion,
          which includes, but is in no way limited to bringing awareness
          to potential investors through interviews on the Business
          Channel in Los Angeles, newsletters exposure, and introductions
          to professional public relations and other promotions
          companies.  Each individual promotional request will be
          submitted in writing from BROWN DISC to TRANSPAC.  BROWN DISC
          will pay all expenses relating to this promotion.

      (3) TRANSPAC will devote up to (30) hours per month on an as needed
          basis to the described above and herein to BROWN DISC.

          It is the intent of BROWN DISC, evidenced by the signature
          hereto, to contract TRANSPAC to provide the services described
          above and within.


                                 ARTICLE I

1.1   BROWN DISC hereby contracts TRANSPAC commencing on the 25th day of June
      1996, as stated in section (2)(c).

1.2   The financial consulting fees for services and company advisor fee
      offered by TRANSPAC as set forth in this agreement consists of the
      following:

 (A)  An organization and due diligence fee of (10%) of the funds
      raised from the aforementioned bridge financing;

 (B)  TRANSPAC shall receive 10,000 shares of the restricted shares
      of the common stock of BROWN DISC PRODUCTS, INC, all shares of
      which will inherit "piggy back" rights as stated in the
      Registration Rights Agreement, as generated by BROWN DISC,
      executed and delivered to TRANSPAC on June 12, 1996.  The 10%
      cash advisor fee will be paid no later than seven days after
      deposit of proceeds and acceptance of the Subscription
      Agreement by BROWN DISC.  The common stock will be delivered
      simultaneous to delivery of the shares issued as a result of
      TRANSPAC's efforts.

 (C)  PRECISE PRECISION PRODUCTS (DANNY JAGIDAR - PRESIDENT) shall
      also receive 10,000 shares of the restricted stock of BROWN
      DISC and will inherit "piggy back" rights as described in
      letter (B) directly above, and will be paid 10% cash of all
      monies it raises.  This equates to $29,125 of which $5,000 will
      be paid directly to TRANSPAC.  The same terms apply as stated
      in letter (B) regarding the payment of cash and delivery of
      equity earned in transaction.

                                ARTICLE II

3.1   If any portion of this Agreement is determined to be void as against law
      or public policy, such provision shall not render this entire agreement
      void, but only the invalid portion shall be so construed.                
      
3.2   The parties agrees that in the event any party to this agreement shall
      fail or refuse to perform any of the provisions of this Agreement, the
      other party shall be entitled to injunctive relief.

3.3   This Agreement is made with reference to the laws of California,unless
      another state may have jurisdiction in this transaction.


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3.4   This Agreement is complete and constitutes the entire and only contract
      between all parties hereto and it is mutually understood that no other
      agreements, statements, inducements or representations, written or
      verbal have been made or relied upon by either party. The modifications
      hereto or amendments hereto shall be binding when presented in writing
      and signed by both parties.

3.5   This agreement shall be terminated upon the mutual consent of both
      parties stated herein.  This Agreement may be signed in counterpoint.

Agreed and Accepted This 25th day of June, 1996.

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<S>                                   <C>

BROWN DISC PRODUCTS, INC.             TRANSPAC HOLDINGS, INC.

BY: /s/ Ronald H. Cole                BY: /s/ Rich Kaye
   ----------------------                ----------------------
   President & CEO                       President & CEO
   RONALD H. COLE

PRECISE PRECISION PRODUCTS

BY: /s/ Danny Jagidar     6/25/96
   ----------------------
        President

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