SHAREHOLDERS' AGREEMENT

                          Dated as of January 29, 1997

                                  By and Among

                                EURONIMBUS S.A.,

                        NIMBUS MANUFACTURING (UK) LIMITED

                                       and

           SAARBRUCKER ZEITUNG VERLAG UND DRUCKEREI G.m.b.H.


<PAGE>
                                TABLE OF CONTENTS
                                                                    Page

ARTICLE I   DEFINITIONS.............................................  2
      1.  Definitions...............................................  2

ARTICLE II  BOARD OF DIRECTORS......................................  6
      2.1  Composition..............................................  6
      2.2  Chairman and Deputy Chairman of the Board of Directors...  7
      2.3  Term.....................................................  7
      2.4  Vacancies................................................  7
      2.5  Removal..................................................  7
      2.6  Meetings, Notice.........................................  8
      2.7  Quorum...................................................  8
      2.8  Committees...............................................  8
      2.9  Voting...................................................  8
      2.10  Major Management Decisions..............................  9
      2.11  Significant Management Decisions........................  9
      2.12  Approval of Certain Transactions........................ 10
      2.13  Related Party Transactions.............................. 11
      2.14  General Manager......................................... 11
      2.15  Operating Committee..................................... 11

ARTICLE III TRANSFER OF SHARES...................................... 11
      3.1  Restrictions............................................. 11
      3.2  Permitted Transfers...................................... 12
       3.3  Sales by Nimbus Subject to Tag-Along Rights............. 12
       3.4  Grant to Nimbus of Bring-Along Rights................... 13
       3.5  Saarbrucker's Right of First Offer from Nimbus.......... 13
       3.6  Saarbrucker Right to Sell after Five Years;
            Nimbus's Right of First Offer from Saarbrucker.......... 15
      3.7  Change of Control........................................ 16
      3.8  Transferee's Agreement................................... 17

ARTICLE IV  IMPLEMENTATION.......................................... 18
      4.1  Appointment.............................................. 18
      4.2  Luxembourg Law........................................... 18
      4.3  Best Efforts............................................. 18

ARTICLE V   ACCOUNTING AND OTHER INFORMATION........................ 18
      5.1  Quarterly Reports........................................ 18
      5.2  Audits................................................... 19
      5.3  Selection of Independent Public Accountants.............. 19
      5.4  Access to Information Concerning Properties and Records.. 19

ARTICLE VI  DISPUTE RESOLUTION...................................... 19
      6.1  Dispute Resolution....................................... 19
      6.2  Procedures............................................... 20
      6.3  Awards................................................... 20
      6.4  Enforcement.............................................. 20
      6.5  Site and Language........................................ 20

ARTICLE VII SCOPE OF BUSINESS; EXCLUSIVITY.......................... 20
      7.1  Scope of Business........................................ 20
      7.2  Exclusivity.............................................. 20

ARTICLE VIII  MISCELLANEOUS......................................... 21
      8.1  Entire Agreement; Amendment.............................. 21
      8.2  Captions................................................. 21
      8.3  Counterparts............................................. 21
      8.4  Notices.................................................. 21
      8.5  Binding Effect; Benefit; Assignment...................... 23
      8.6  Amendment and Modification............................... 23
      8.7  Applicable Law........................................... 23
      8.8  Severability............................................. 23
      8.9  Termination.............................................. 24
      8.10  Confidentiality......................................... 24

<PAGE>

                             SHAREHOLDERS' AGREEMENT

SHAREHOLDERS'  AGREEMENT,  dated as of January 29, 1997 by and among  EURONIMBUS
S.A.,  ("EuroNimbus")  a corporation  (sociJtJ  anonyme)  organized and existing
under the laws of the  Grand  Duchy of  Luxembourg,  NIMBUS  MANUFACTURING  (UK)
LIMITED  ("Nimbus")  a  corporation  organized  and  existing  under the laws of
England  and  Wales  and  an  indirect  wholly-owned  subsidiary  of  Nimbus  CD
International,  Inc.  ("Nimbus  Parent"),  and  SAARBRUCKER  ZEITUNG  VERLAG UND
DRUCKEREI  G.m.b.H.  ("Saarbrucker")  a limited  liability company organized and
existing under the laws of the Federal Republic of Germany.

                              W I T N E S S E T H :

WHEREAS, Nimbus owns 70% of the outstanding shares of common stock of EuroNimbus
and  Saarbrucker  owns  30%  of  the  outstanding  shares  of  common  stock  of
EuroNimbus; and

WHEREAS,  Nimbus and Saarbrucker wish to provide a stable management environment
for EuroNimbus  and provide a basis for the conduct of its business  operations,
in part by restricting the transferability of the common stock of EuroNimbus, as
set forth herein; and

WHEREAS,  the parties desire to enter into this Agreement to otherwise  regulate
the  relationship  between Nimbus and Saarbrucker as Shareholders and to provide
for the operations of EuroNimbus.

NOW, THEREFORE,  in consideration of the mutual covenants  hereinafter set forth
and for other good and  valuable  consideration,  the  receipt  and  sufficiency
whereof is hereby acknowledged, the parties hereto agree as follows:

<PAGE>
                                   ARTICLE I
                                   DEFINITIONS

1.  Definitions.  When used in this  Agreement,  the  following  terms
shall have the respective meanings specified below:

      I.1 "Affiliate" shall mean and include,  with reference to any Person, any
other Person other than EuroNimbus,  Controlling,  Controlled by or under common
Control with such Person.

      I.2  "Agreement"  and  "this  Agreement"  shall  mean  this  Shareholders'
Agreement.

      I.3  "Beneficially   Own"  shall  have  the  meanings   specified
therefor  in Rule  13d-3  under  the U.S.  Securities  Exchange  Act of
1934, as amended.

      I.4 "Board of  Directors"  shall have the  meaning  specified  therefor in
Section 2.1 hereof.

      I.5 "Business Day" shall mean any day, excluding  Saturday,  Sunday or any
day which shall be a legal  holiday in the States of New York or  Virginia,  the
Federal  Republic  of  Germany,  the Grand  Duchy of  Luxembourg  or the  United
Kingdom.

      I.6 "Chairman" shall mean the Chairman of the Board of Directors.

      I.7  "Change of  Control"  shall have the  meaning  specified  therefor in
Section 3.7 hereof.

      I.8 "Change of Control Notice" shall have the meaning  specified  therefor
in Section 3.7 hereof.

      I.9  "Common  Stock"  shall  mean  the  shares  of  common  stock  without
designation of par value of EuroNimbus.

      I.10  "Control"  shall  mean the power to vote more than 50% of the Voting
Securities of an Entity or otherwise  control the management and affairs of such
Entity (including by way of the power to veto any material act or decision).

      I.11  "Deputy  Chairman"  shall mean the Deputy  Chairman  of the Board of
Directors.

      I.12 "Director" shall have the meaning  specified  therefor in Section 2.1
hereof.

      I.13 "Entity" shall mean any Person that is not a natural Person.

      I.14  "EuroNimbus"  shall  have  the  meaning  specified  therefor  in the
preamble to this Agreement.

      I.15 "Fair Market  Value" shall mean the price at which  EuroNimbus,  as a
going concern,  could be sold in an arms' length  transaction to an unaffiliated
bona fide  third  party  purchaser  in an  orderly  sale  without  regard to the
illiquidity  of its Common  Stock and shall  reflect the  aggregate  exercise or
conversion  price payable to  EuroNimbus  upon the exercise or conversion of all
warrants,  rights and  options  to  purchase  capital  stock of  EuroNimbus  and
convertible  securities,  the  exercise  or  conversion  of which is taken  into
account  in  determining  the  fully-diluted  per  share  fair  market  value of
EuroNimbus.

      I.16 "FMV Arbitrator" shall have the meaning specified therefor in Section
3.7 hereof.

      I.17 "FMV Arbitrator Notice" shall have the meaning specified  thereforein
Section 3.7 hereof.

      I.18  "General  Manager"  shall have the  meaning  specified  therefor  in
Section 2.14 hereof.

      I.19 "Major Decision" shall have the meaning specified therefor in Section
2.10 hereof.

      I.20 "Nimbus" shall have the meaning specified therefor in the preamble to
this Agreement.

      I.21 "Nimbus Nominee" shall have the meaning specified therefor in Section
2.1 hereof.

      I.22 "Nimbus Offer" shall have the meaning  specified  therefor in Section
3.5 hereof.

      I.23  "Nimbus  Offer Price"  shall have the meaning  specified  thereof in
Section 3.5 hereof.

      I.24 "Nimbus Offer Termination Event" shall the meaning specified therefor
in Section 3.5 hereof.

      I.25  "Nimbus  Parent"  shall have the meaning  specified  therefor in the
preamble to this Agreement.

      I.26  "Nimbus Put Notice"  shall have the  meaning  specified  therefor in
Section 2.11 hereof.

      I.27  "Nimbus  Put Price"  shall have the  meaning  specified  therefor in
Section 2.11 hereof.

      I.28  "Nimbus  Shares"  shall mean all  Voting  Securities  of  EuroNimbus
presently owned or hereafter acquired by Nimbus and its Permitted Transferees.

      I.29 "Operating  Committee" shall have the meaning  specified  therefor in
Section 2.15 hereof.

      I.30 "Permitted  Transferee" shall have the meaning specified  therefor in
Section 3.2 hereof.

      I.31  "Permitted  Transfer" shall have the meaning  specified  therefor in
Section 3.2 hereof.

      I.32  "Person"  shall  mean  and  include  any  individual,   partnership,
association,  joint stock company,  joint venture,  corporation,  trust, limited
liability  company,  unincorporated  organization,  or a  government,  agency or
political subdivision thereof.

      I.33 "Put Option" shall have the meaning specified therefor in Section 3.7
hereof.

      I.34 "Put  Option  Notice"  shall have the meaning  specified  therefor in
Section 3.7 hereof.

      I.35 "Put Option  Price"  shall have the meaning  specified  therefore  in
Section 3.7 hereof.

      I.36  "Saarbrucker"  shall  have the  meaning  specified  therefor  in the
preamble to this agreement.

      I.37 "Saarbrucker  Nominee" shall have the meaning  specified  therefor in
Section 2.1 hereof.

      I.38  "Saarbrucker  Offer"  shall have the meaning  specified  therefor in
Section 3.6 hereof.

      I.39 "Saarbrucker  Offer Price" shall have the meaning specified  therefor
in Section 3.6 hereof.

      I.40  "Saarbrucker   Offer  Termination  Event"  shall  have  the  meaning
specified therefor in Section 3.6 hereof.

      I.41  "Saarbrucker  Shares" shall mean all Voting Securities of EuroNimbus
presently  owned  or  hereafter   acquired  by  Saarbrucker  and  its  Permitted
Transferees.

      I.42 "Sale of the Business" shall have the meaning  specified  therefor in
Section 3.4 hereof.

      I.43  "Shareholder"  shall mean each of Nimbus and Saarbrucker and each of
their respective Permitted Transferees.

      I.44 "Shares" shall mean the Nimbus Shares and/or the Saarbrucker Shares.

      I.45 "Significant  Decision" shall have the meaning specified  therefor in
Section 2.11.

      I.46  "Tag-Along  Notice"  shall have the  meaning  specified  therefor in
Section 3.3 hereof.

      I.47 "Transfer" shall have the meaning  specified  therefor in Section 3.1
hereof.

      I.48 "U.S. GAAP" shall mean generally  accepted  accounting  principles in
the United  States set forth in opinions and  pronouncements  of the  Accounting
Principles Board of the American  Institute of Certified Public  Accountants and
statements and pronouncements of the Financial  Accounting Standards Board or in
such other  statements  by such other entity as may be approved by a significant
segment of the accounting  profession in the United States,  in each case as the
same are applicable to the circumstances as of the date of determination.

      I.49 "Tribunal" shall have the meaning  specified  therefor in Section 6.2
hereof.

      I.50  "Voting  Securities"  shall mean,  with  respect to any Person,  any
shares of stock or other equity  interest  thereof  having  general voting power
under  ordinary  circumstances  to elect a majority of the Board of Directors or
other final decision making body of such Person  (irrespective of whether at the
time any other class or classes of equity interests of such Entity shall have or
might have voting power by reason of the happening of any contingency).


                                   ARTICLE II

                               BOARD OF DIRECTORS

1. Composition. (a) All affairs of EuroNimbus shall be managed by EuroNimbus'
Board of Directors  (the "Board of  Directors").  The Articles of Association of
EuroNimbus  shall  provide for a Board of  Directors  consisting  of five or ten
directors (the  "Directors").  The Board of Directors shall initially consist of
five Directors.  Subject to Section 2.1(b), Nimbus shall be entitled to nominate
three  Directors  of the  Board of  Directors  (each  such  Director,  a "Nimbus
Nominee")  and  Saarbrucker  shall be entitled to nominate two  Directors of the
Board of Directors (each such Director, a "Saarbrucker Nominee").  The Directors
shall be  appointed  annually by the general  meeting of the  shareholders.  The
Shareholders  may only appoint those  individuals  nominated as described above.
Nimbus  shall  cause  all of the  Nimbus  Shares  to be  voted  in  favor of the
Saarbrucker Nominees at each such general meeting of the shareholders to appoint
Directors and Saarbrucker shall cause all of the Saarbrucker  Shares to be voted
in favor of the Nimbus Nominees at each such general meeting of the shareholders
to appoint Directors.

      (b) Subject to applicable  law, the  Shareholders  may, by majority  vote,
increase the number of Directors  from five to ten. In the event that the number
of directors is increased to ten, the number of Nimbus  Nominees  shall be seven
and the number of Saarbrucker Nominees shall be three.

2.  Chairman  and Deputy  Chairman  of the Board of  Directors.  The Board of
Directors  shall annually,  by majority vote of the Directors,  elect a Chairman
(the  "Chairman"),  who shall be a Nimbus  Nominee and who shall  preside at all
meetings of the Board of Directors  and at all meetings of the  shareholders  at
which such  person is present,  but who shall have and perform no other  special
duties. In addition,  the Board of Directors shall annually, by majority vote of
the Directors,  elect a Deputy  Chairman (the "Deputy  Chairman") who shall be a
Saarbrucker  Nominee  and who  shall  preside  at all  meetings  of the Board of
Directors  in the  absence of the  Chairman,  but who shall have and  perform no
other special duties.

3. Term. Directors shall hold office until the next annual general meeting of
the shareholders to appoint Directors and until their successors shall have been
duly appointed and shall have qualified, unless sooner displaced.

4.  Vacancies.  Whenever  any  vacancy  shall have  occurred  in the Board of
Directors as a result of the death, resignation or other action or inaction of a
Director,  such vacancy shall be filled by a majority of the Board of Directors;
provided,  however,  that the  person  chosen  to fill such  vacancy  shall be a
nominee of the  Shareholder  which  nominated the Director being  replaced.  The
person  chosen to fill such  vacancy  shall hold  office  until the next  annual
general meeting of the shareholders to appoint Directors and until his successor
is duly appointed and qualified.

5.  Removal.  A  Director  may  be  removed  only  with  the  consent  of the
Shareholder who appointed such Director.  The Shareholders  agree that if Nimbus
shall notify  Saarbrucker  of Nimbus' desire to remove a Nimbus Nominee from the
Board of Directors,  the  Shareholders  promptly  shall do all things  necessary
pursuant to  EuroNimbus'  Articles of  Association  and Luxembourg law to remove
such Nimbus Nominee and Saarbrucker shall cause all of the Saarbrucker Shares to
be voted in  favor of such  removal.  The  Shareholders  further  agree  that if
Saarbrucker shall notify Nimbus of Saarbrucker's  desire to remove a Saarbrucker
Nominee from the Board of  Directors,  the  Shareholders  promptly  shall do all
things necessary pursuant to EuroNimbus'  Articles of Association and Luxembourg
law to remove such Saarbrucker  Nominee and Nimbus shall cause all of the Nimbus
Shares to be voted in favor of such removal. The term of any Director so removed
shall forthwith terminate and there shall be a vacancy or vacancies in the Board
of Directors, to be filled as provided in Section 2.4.

6. Meetings, Notice. (a) Regular meetings will be held at times and intervals
as shall be decided by the Board of Directors.  Special  meetings may be held at
any  time  upon  the  request  of any two  Directors  and  shall be held in such
locations as specified in the call or in a waiver of notice thereof.

      (b)  Directors may  participate  in a meeting of the Board of Directors or
any committee thereof,  as the case may be, by means of conference  telephone or
similar communications  equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
subsection shall constitute presence in person at the meeting.

7. Quorum.  A quorum for the  transaction of business shall be present at any
meeting of the Board of Directors if a majority of the Directors  then in office
are  present  or  represented  by proxy,  but if at any  meeting of the Board of
Directors  there shall be less than a quorum  present or represented by proxy, a
majority of those present or  represented  by proxy may adjourn the meeting from
time to time until a quorum shall have been obtained.

8. Committees.  The Board of Directors may, in its discretion,  designate one
or more committees of the Board of Directors and appoint Directors to constitute
and serve on such committee or committees.  Such  committees  shall have and may
exercise  such powers as shall be  conferred  or  authorized  by the  resolution
appointing  them;  provided  that  neither a Major  Decision  nor a  Significant
Decision may be delegated to any such committee.

9.  Voting.  (a) Subject to the  provisions  of Sections  2.10 and 2.11,  any
question  presented  to, or action  taken by,  the Board of  Directors  shall be
approved or  disapproved  at a meeting,  at which a quorum  shall be present and
acting  throughout,  in accordance  with the votes of the majority of the entire
Board of Directors.

      (b) Any action  required  or  permitted  to be taken at any meeting of the
Board of Directors or any  committee  thereof may be taken  without a meeting by
unanimous written consent of all Directors or members of such committee,  as the
case may be.

10. Major  Management  Decisions.  Any proposal to change the jurisdiction of
organization of EuroNimbus (such decision, a "Major Decision") shall require the
prior written approval pursuant to a unanimous vote of the Shareholders.

11. Significant Management Decisions.  (a) The following acts,  expenditures,
decisions and  obligations  made or incurred by EuroNimbus  (each a "Significant
Decision")  shall  require the  approval of holders of at least 75% of the total
outstanding shares of Common Stock:

     (i) except as otherwise permitted by Article III hereof, the sale,
     conveyance,   pledge,  hypothecation,   encumbrance,   transfer  or  other
     disposition by a Shareholder of any shares of Common Stock;

     (ii) the  discontinuance,  winding  up,  dissolution or liquidation of 
     EuroNimbus' affairs;

     (iii) any proposal to amend  EuroNimbus'  Articles of Association; and

     (iv) any proposal  to  increase  or  decrease  the authorized share capital
     of EuroNimbus.

              (b) In the event  that any  action  described  in  clause  (ii) of
      Section 2.11(a) above shall not be approved by the Shareholders because of
      the failure of Saarbrucker to vote the Saarbrucker Shares in favor of such
      action, then Nimbus shall have the right, by notifying  Saarbrucker within
      30 days  after  the  vote in  respect  of such  action  (the  "Nimbus  Put
      Notice"),  to sell to  Saarbrucker,  and  Saarbrucker  shall purchase from
      Nimbus,  all, but not less than all, of the Nimbus  Shares at an aggregate
      price equal to (i) the Fair Market Value of EuroNimbus  multiplied by (ii)
      the  percentage  of  outstanding  common stock  represented  by the Nimbus
      Shares (the  "Nimbus Put  Price").  Upon receipt of the Nimbus Put Notice,
      Nimbus and Saarbrucker shall promptly endeavor to agree on the Fair Market
      Value of EuroNimbus for the purpose of  determining  the Nimbus Put Price.
      In the event that Nimbus and Saarbrucker  reach a written  agreement as to
      the Fair Market Value, the sale and purchase of the Nimbus Shares pursuant
      to this  Section  2.11(b)  shall  take  place  within  ten days after such
      written agreement is reached.  In the event that a written agreement as to
      the Fair  Market  Value has not been  reached  by Nimbus  and  Saarbrucker
      within  five days  after the date of  receipt  of the Nimbus Put Notice by
      Saarbrucker,  then the  determination  of the Fair  Market  Value shall be
      submitted to an  internationally  recognized  accounting  firm selected in
      accordance with Section 3.7(d); provided,  however, that Saarbrucker shall
      submit the FMV  Arbitrator  Notice to Nimbus within ten days after receipt
      of the Nimbus Put Notice; and, provided, further, that Nimbus shall select
      the FMV  Arbitrator  within five days after receipt of the FMV  Arbitrator
      Notice from Saarbrucker.  The FMV Arbitrator selected for purposes of this
      Section  2.11(b) shall render a  determination  in accordance with Section
      3.7(d);  provided,  however,  that  the  FMV  Arbitrator  shall  render  a
      determination  of the Fair Market Value within 15 days of the selection of
      the FMV Arbitrator.  The decision of the FMV Arbitrator shall be final and
      binding upon the parties hereto.  In the event that the  determination  of
      the Fair Market Value of  EuroNimbus  is submitted to the FMV  Arbitrator,
      the sale and  purchase  of the  Nimbus  Shares  pursuant  to this  Section
      2.11(b) shall take place within five days after a final  determination  is
      reached  by the FMV  Arbitrator.  On the date of receipt of the Nimbus Put
      Price,  Nimbus  shall  cause  the  Nimbus  Shares  to  be  transferred  to
      Saarbrucker and the appropriate  notations to be made in EuroNimbus' share
      register.  Saarbrucker  agrees that, in the event of any sale and purchase
      of the Nimbus Shares pursuant to this Section 2.11(b),  it shall cease any
      use of the "EuroNimbus"  name and any form or derivation  thereof.  In the
      event that Nimbus  elects to exercise its right to sell the Nimbus  Shares
      to Saarbrucker  pursuant to this Section 2.11(b) and Saarbrucker  fails to
      consummate  the  purchase  of the Nimbus  Shares in  accordance  with this
      Section  2.11(b),  then  Saarbrucker (y) shall be deemed to have voted the
      Saarbrucker  Shares in favor of the action  described in clause (ii) above
      that  was not  approved  by the  Shareholders,  and  (z)  shall  take  all
      necessary steps to approve and effect such action.

12. Approval of Certain  Transactions.  Each Shareholder promptly shall cause
its Shares to be voted to approve  any Major  Decision or  Significant  Decision
requiring such Shareholder approval to the extent that such action,  decision or
transaction  has been  approved by the Board of  Directors  in  accordance  with
Section 2.10 or 2.11. The  Shareholders  shall not act to authorize or implement
any Major  Decision  or  Significant  Decision  without  such Major  Decision or
Significant  Decision  having been first  approved by the Board of  Directors in
accordance with Section 2.10 or Section 2.11, as the case may be.

13.  Related Party  Transactions.  Except as the  Shareholders  may otherwise
agree,  any  transaction  between  EuroNimbus,  on  the  one  hand,  and  either
Shareholder or any Affiliate of either Shareholder,  on the other hand, shall be
on terms and conditions which could be obtained from an unaffiliated third party
in an arm's length transaction.

14. General Manager.  The Board of Directors shall, with the approval of that
number of Directors  which  represents at least 75% of the total voting power of
the Board of Directors,  appoint a General  Manager of EuroNimbus  (the "General
Manager").  The  General  Manager  shall  be  the  chief  executive  officer  of
EuroNimbus and shall,  subject to the  supervision of the Board of Directors and
the provisions of this  Agreement,  the Articles of  Association  and applicable
law,  exercise general  management and control of EuroNimbus'  affairs and shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect. The General Manager shall have the power to execute bonds, mortgages and
other  contracts and agreements  and  instruments of EuroNimbus and shall do and
perform  such other  duties as from time to time may be assigned by the Board of
Directors.

15.  Operating  Committee.  The Board of Directors may establish an Operating
Committee (the "Operating Committee") comprised of representatives of Nimbus and
Saarbrucker  or such other  persons as the Board of Directors  shall  determine.
Notwithstanding  any other  provision of this Article II to the contrary  (other
than the provisions  under  Sections 2.10 and 2.11),  the Board of Directors may
delegate to the Operating Committee,  to the extent permitted by applicable law,
any supervisory and management responsibilities of the Board of Directors.


                                   ARTICLE III

                               TRANSFER OF SHARES

1.  Restrictions.  No  Shareholder  shall sell,  assign,  transfer,  pledge,
hypothecate  or  otherwise  dispose  of or  encumber  any of its  Shares  or any
interest therein,  to any Person (each of such actions,  a "Transfer") except in
accordance with the provisions of this Agreement. The Shareholders agree that it
is their  intention  that the  provisions  of this  Article III shall govern the
transfer  of  Shares.  To the  extent,  and  only to the  extent,  necessary  to
effectuate the provisions of this Article III, the Shareholders hereby waive any
rights which they may have under EuroNimbus'  Articles of Association or, to the
extent such rights may be waived, under Luxembourg law which may be inconsistent
with the terms of this Agreement.  The Shareholders hereby agree that they shall
promptly take all such actions as may be necessary or  appropriate in accordance
with  Luxembourg law to effectuate the provisions of this Article III including,
without  limitation,  the adoption of shareholder  resolutions  approving  Share
transfers.

2. Permitted Transfers.  Notwithstanding  anything to the contrary contained
herein,  a  Shareholder  may at any time effect any of the  following  Transfers
(each a "Permitted Transfer" and each transferee, a "Permitted Transferee"):

      (i) A Transfer by a Shareholder  to any Affiliate of such  Shareholder  so
      long as such Affiliate is a corporation,  partnership or limited liability
      company.

      (ii)  A Transfer by a  Shareholder  made pursuant to Section 3.3,
      3.4, 3.5, 3.6 or 3.7 hereof;

      (iii) With respect to Nimbus, a pledge of the Nimbus Shares to any bank or
      other financial institution.

3.  Sales by Nimbus  Subject  to  Tag-Along  Rights.  (a) In the event that
Nimbus  proposes  at any  time to  effect a  Transfer  (other  than a  Permitted
Transfer  described  in Section  3.2 above) of any of the  Nimbus  Shares,  then
Nimbus shall promptly give written notice (the "Tag-Along Notice") to EuroNimbus
and Saarbrucker at least thirty days prior to the closing of such Transfer.  The
Tag-Along  Notice shall  describe in  reasonable  detail the  proposed  Transfer
including,  without  limitation,  the name of and the  number  of  Shares  to be
purchased by the  transferee,  the purchase  price of each Share to be sold, any
other significant terms of such sale and the date such proposed sale is expected
to be consummated.

      (b) Saarbrucker shall have the right, exercisable upon irrevocable written
notice to Nimbus within twenty days after  receipt of the Tag-Along  Notice,  to
participate  in such sale on the same terms and  conditions  as set forth in the
Tag-Along   Notice,   including,   without   limitation,   the   making  of  all
representations,  warranties,  indemnifications  (including participating in any
escrow arrangements) and similar agreements, and to sell its pro rata portion of
the number of Shares owned by it.

      (c) Saarbrucker  shall effect its  participation in the sale by delivering
on the date  scheduled for such sale to the  prospective  transferee one or more
certificates, which represent the number of Shares which Saarbrucker is entitled
to sell in  accordance  with this Section 3.3. In  addition,  Saarbrucker  shall
deliver such other documents and certificates as are required in connection with
such sale and cause the  Saarbrucker  Shares being sold pursuant to this Section
3.3  to be  transferred  to  the  prospective  transferee  and  the  appropriate
notations to be made in EuroNimbus' share register.

      (d) The exercise or non-exercise of the rights of Saarbrucker hereunder to
participate  in one or more  Transfers by Nimbus shall not adversely  affect its
right to participate in subsequent Transfers subject to this Section 3.3.

4. Grant to Nimbus of Bring-Along Rights. (a) Each time the Shareholders of
EuroNimbus  meet for the purpose of approving a "Sale of the  Business" (as such
term is hereinafter defined),  Saarbrucker agrees to vote all of the Saarbrucker
Shares,  and to sell all of the Saarbrucker  Shares,  as directed by Nimbus.  In
order to effect the foregoing covenant, Saarbrucker hereby grants to Nimbus with
respect to all of the Saarbrucker  Shares an irrevocable  proxy (which is deemed
to be coupled with an interest) for the term of this  Agreement  with respect to
any shareholder vote to effect the Sale of the Business.  As used herein,  "Sale
of the Business" shall mean any  transaction or series of transactions  (whether
structured as a stock sale, merger, consolidation, reorganization, asset sale or
otherwise)  negotiated on an  arm's-length  basis,  which results in the sale or
transfer of all or substantially all of the assets or shares of capital stock of
EuroNimbus to an unaffiliated  bona fide third party in which all  consideration
payable to holders of the Common Stock is distributed pro rata pursuant to stock
ownership.

      (b) In furtherance of its covenants in Section 3.4(a),  Saarbrucker hereby
agrees to cooperate  fully with Nimbus and the purchaser in any such Sale of the
Business,   and  to  execute  and  deliver  all  documents  (including  purchase
agreements)  and instruments as Nimbus and the purchaser  reasonably  request to
effect such Sale of the Business,  including,  without limitation, the making of
all representations, warranties and indemnifications (including participating in
any escrow arrangements) and similar arrangements.  Nimbus agrees that upon such
Sale of the  Business  each  Shareholder  will receive its pro rata share of the
consideration   paid  by  the   purchaser   determined  on  the  basis  of  such
Shareholder's share ownership.


5. Saarbrhcker's Right of First Offer from Nimbus. (a) Nimbus agrees not to
trigger its  tag-along  obligations  described  in Section  3.3 or exercise  its
bring-along   rights   described  in  Section  3.4  without  first  offering  to
Saarbrucker  the right to  purchase  such  Nimbus  Shares,  the sale of which by
Nimbus to a third party would be governed by Section 3.3 or 3.4, for a specified
per Share price in cash (the "Nimbus Offer Price") to be determined by Nimbus in
its sole  discretion  (such offer being  hereinafter  referred to as the "Nimbus
Offer").  The Nimbus Offer shall be made by Nimbus by delivery to Saarbrucker of
a notice in writing  setting  forth the  number of Shares to be offered  and the
Nimbus Offer Price for such Shares. Within 30 days after delivery to Saarbrucker
of such notice, Saarbrucker may accept the Nimbus Offer in whole only and not in
part  and only on the  terms so  stated.  Such  acceptance  shall be made in the
manner described in Section 3.5(b) below. Any failure of acceptance prior to the
expiration  of such  30-day  period  set  forth  above  shall be  deemed to be a
rejection of the Nimbus Offer.

      (b) If  Saarbrucker  shall elect to accept the Nimbus  Offer,  Saarbrucker
shall, within the 30-day period set forth above, notify Nimbus in writing of the
acceptance of the Nimbus Offer. The closing of the purchase by Saarbrucker shall
take place no later than 90 days after the  acceptance  of the Nimbus  Offer and
shall be subject to a stock purchase  agreement  between the parties  containing
representations, warranties, terms and conditions customary for a transaction in
which the purchaser is already  familiar with the company whose shares are being
transferred.  On the date  scheduled  for  closing,  the Nimbus  Offer  Price in
respect of all of the Shares to which the Nimbus Offer  related shall be paid in
full by  Saarbrucker  against  transfer  of such Shares to  Saarbrucker  and the
making of appropriate notations in EuroNimbus' share register.

      (c) If Saarbrucker  rejects the Nimbus Offer or fails to accept the Nimbus
Offer  within  the  requisite  time  period  (each "a Nimbus  Offer  Termination
Event"),  Nimbus  shall  have the right to sell the  Shares to which the  Nimbus
Offer related to a Person other than Saarbrucker,  provided that such sale shall
be (i) made at a price per  Share in cash  equal to or  greater  than 95% of the
Nimbus  Offer Price and (ii)  consummated  within 180 days after the  applicable
Nimbus Offer  Termination  Event. If Nimbus is unable to find purchasers for all
of the Shares to which the  Nimbus  Offer  related  on the terms and  conditions
described  above,  or is unable to  consummate  such sales,  within such 180-day
period, such Shares shall,  subject to clause (d) below, again be subject to the
provisions of this Section 3.5.

      (d)  Notwithstanding  the above,  if  Saarbrucker  shall accept the Nimbus
Offer but then fail to close such  purchase  within the  requisite  time period,
then (i)  Nimbus  shall  have the right to sell the  Shares to which the  Nimbus
Offer related  without  restriction  and (ii) all further  rights of Saarbrucker
under this Section 3.5 shall  terminate  and be of no further  force and effect.
The parties  acknowledge  that if Saarbrucker  shall accept the Nimbus Offer but
then fail to close such purchase within the requisite time period,  this Section
3.5(d)  shall  constitute  Nimbus'  exclusive  remedy for such failure to close,
unless such failure to close was caused by Saarbrucker's  willful  misconduct or
bad faith.

6.  Saarbrucker  Right  to Sell  after  Five  Years;  Nimbus's  Right of ' III.6
Saarbrhcker  Right to Sell after Five Years;  Nimbus's Right of First Offer from
Saarbrhcker.  (a) If after five years  Saarbrucker shall desire to sell all, but
not less than all, of the Saarbrucker  Shares,  Saarbrucker shall first offer to
Nimbus the right to  purchase  all,  but not less than all,  of the  Saarbrucker
Shares for a specified per Share price in cash (the  "Saarbrucker  Offer Price")
to be  determined  by  Saarbrucker  in its sole  discretion  (such  offer  being
hereinafter referred to as the "Saarbrucker Offer"). The Saarbrucker Offer shall
be made by  Saarbrucker  by  delivery  to Nimbus of a notice in writing  setting
forth the number of Shares to be offered  and the  Saarbrucker  Offer  Price for
such Shares.  Within 30 days after delivery to Nimbus of such notice, Nimbus may
accept the Saarbrucker Offer in whole only and not in part and only on the terms
so stated.  Such  acceptance  shall be made in the manner  described  in Section
3.6(b) below.  Any failure of acceptance  prior to the expiration of such 30-day
period set forth  above  shall be deemed to be a  rejection  of the  Saarbrucker
Offer.

      (b) If Nimbus shall elect to accept the Saarbrucker  Offer,  Nimbus shall,
within the 30-day period set forth above,  notify  Saarbrucker in writing of the
acceptance of the Saarbrucker Offer. The closing of the purchase by Nimbus shall
take place no later than 90 days after the acceptance of the  Saarbrucker  Offer
and  shall  be  subject  to a  stock  purchase  agreement  between  the  parties
containing representations,  terms and conditions customary for a transaction in
which the purchaser is already  familiar with the company whose shares are being
transferred.  On the date scheduled for closing,  the Saarbrucker Offer Price in
respect of all of the Shares to which the  Saarbrucker  Offer  related  shall be
paid in full by Nimbus against  transfer of such Shares to Nimbus and the making
of appropriate notations in EuroNimbus' share register.

      (c) If  Nimbus  rejects  the  Saarbrucker  Offer or fails  to  accept  the
Saarbrucker  Offer within the requisite time period (each "a  Saarbrucker  Offer
Termination  Event"),  Saarbrucker  shall  have the right to sell the  Shares to
which the Saarbrucker Offer related to a Person other than Nimbus, provided that
such sale  shall be (i) made at a price per  Share in cash  equal to or  greater
than 95% of the  Saarbrucker  Offer Price and (ii)  consummated  within 180 days
after the applicable  Saarbrucker  Offer  Termination  Event.  If Saarbrucker is
unable  to find  purchasers  for all of the  Shares to which  Saarbrucker  Offer
related on the terms and conditions  described above, or is unable to consummate
such sales, within such 180-day period, such Shares shall, subject to clause (d)
below, again be subject to the provisions of this Section 3.6.

      (d)  Notwithstanding  the above,  if Nimbus shall  accept the  Saarbrucker
Offer but then fail to close such  purchase  within the  requisite  time period,
then (i)  Saarbrucker  shall  have the  right to sell the  Shares  to which  the
Saarbrucker  Offer related  without  restriction  and (ii) all further rights of
Nimbus under this  Section 3.6 shall  terminate  and be of no further  force and
effect.  The parties  acknowledge  that if Nimbus shall  accept the  Saarbrucker
Offer but then fail to close such  purchase  within the  requisite  time period,
this Section 3.6(d) shall  constitute  Saarbrucker's  exclusive  remedy for such
failure to close,  unless  such  failure to close was caused by Nimbus'  willful
misconduct or bad faith.

7. Change of Control. (a) Notwithstanding anything to the contrary contained
herein,  if Nimbus Parent shall undergo a Change of Control,  Saarbrucker  shall
have a one-time option, exercisable in accordance with this Section 3.7, to sell
to Nimbus  all,  but not less  than all,  of the  Saarbrucker  Shares  (the "Put
Option") at an aggregate  price (the "Put Option  Price")  equal to (i) the Fair
Market  Value as of the date of the  Change of  Control  multiplied  by (ii) the
percentage of outstanding common stock represented by the Saarbrucker Shares.

      (b) Within 30 days of the occurrence of a Change of Control,  Nimbus shall
notify (a "Change of Control  Notice")  EuroNimbus and Saarbrucker in writing of
all  details of such  Change of Control,  including  the  identity of the Person
exercising control over the business and affairs of Nimbus Parent as a result of
such Change of Control. Within 30 days after delivery to Saarbrucker of a Change
of Control  Notice,  Saarbrucker  may elect to exercise  the Put Option in whole
only and not in part and only in accordance  with the provisions of this Section
3.7. If Saarbrucker elects to exercise the Put Option,  Saarbrucker shall notify
Nimbus and  EuroNimbus  in writing (the "Put Option  Notice") of its election to
exercise the Put Option,  which such decision shall be  irrevocable,  within the
30-day  period set forth  above.  Any  failure to notify  Nimbus and  EuroNimbus
within such period  shall be deemed a decision  not to exercise  the Put Option,
and the Put Option shall thereupon terminate.

      (c) Upon receipt of the Put Option Notice,  Nimbus and  Saarbrucker  shall
promptly  endeavor  to agree  on the Fair  Market  Value of  EuroNimbus  for the
purpose of  determining  the Put  Option  Price.  In the event  that  Nimbus and
Saarbrucker  reach a written agreement as to the Fair Market Value, the sale and
purchase of the Saarbrucker Shares pursuant to this Section 3.7 shall take place
within 90 days after such written  agreement is reached.  On the date of receipt
of the Put Option Price,  Saarbrucker  shall cause the Saarbrucker  Shares to be
transferred  to Nimbus and the  appropriate  notations to be made in EuroNimbus'
share register.

      (d) In the event that a written  agreement as to the Fair Market Value has
not been  reached  by Nimbus  and  Saarbrucker  within 90 days after the date of
receipt of the Put Option Notice by Nimbus,  then the  determination of the Fair
Market Value shall be submitted to an internationally recognized accounting firm
selected in accordance with this Section  3.7(d).  Within 120 days after receipt
by Nimbus of the Put Option Notice,  Saarbrucker  shall  designate not less than
three  internationally  recognized  accounting firms by written notice (the "FMV
Arbitrator  Notice")  to  Nimbus.  Within  30  days  after  receipt  of the  FMV
Arbitrator  Notice,  Nimbus shall select one of the  internationally  recognized
accounting  firms  designated by Saarbrucker  in the FMV Arbitrator  Notice (the
"FMV  Arbitrator"),  the costs of which  shall be borne  equally  by Nimbus  and
Saarbrucker.  Each  Shareholder  shall,  and shall  cause  EuroNimbus  to,  upon
reasonable notice, afford the FMV Arbitrator and its representatives full access
during normal business hours to the properties,  books and records of EuroNimbus
and shall cause  EuroNimbus to furnish such  additional  information  as the FMV
Arbitrator and its representatives shall reasonably request.  Within 180 days of
the  submission  to the  FMV  Arbitrator,  the FMV  Arbitrator  shall  render  a
determination  of the Fair Market Value in accordance  with this Section  3.7(d)
along with documentation  supporting its determination.  The decision of the FMV
Arbitrator  shall be final and  binding  upon the parties  hereto.  The sale and
purchase of the  Saarbrucker  Shares  pursuant to this Section 3.7(d) shall take
place  within  ninety  days  after a final  determination  is reached by the FMV
Arbitrator.  On the date of receipt of the Put Option Price,  Saarbrucker  shall
cause the  Saarbrucker  Shares to be transferred  to Nimbus and the  appropriate
notations to be made in EuroNimbus' share register.

      (e) For the purposes of this Agreement, "Change of Control" shall mean any
transaction, the result of which is that any Person becomes the Beneficial Owner
of  more  than  50% of the  total  aggregate  voting  power  of all  classes  of
outstanding Voting Securities of Nimbus Parent.

8. Transferee's  Agreement. No Shares shall be transferred to any Person not
a party to this Agreement  unless such transfer is made in accordance  with this
Agreement and unless the  transferee  agrees in writing to be bound by the terms
of this Agreement and to assume the obligations of the transferring  shareholder
hereunder.

                                   ARTICLE IV

                                 IMPLEMENTATION

1.  Appointment.  Promptly  upon the  execution  and  delivery of the deed of
incorporation of EuroNimbus,  Nimbus and Saarbrucker shall, at a special meeting
of the  shareholders,  appoint the initial Directors of EuroNimbus in accordance
with Article II hereof.

2. Luxembourg Law. Each of the Shareholders,  to the fullest extent permitted
by Luxembourg law, waives any rights that it may have under Luxembourg law which
might be  inconsistent  with the terms of this Agreement and, to the extent such
rights cannot validly be waived, each such Shareholder will exercise such rights
only to the extent consistent with this Agreement.

3. Best Efforts.  In the event that the Board of Directors  takes or fails to
take any action,  which  action or failure to take action in any way impedes the
full  implementation of the terms of this Agreement,  the Shareholders shall, to
the extent  practicable,  do all things  permitted  by  Luxembourg  law that are
necessary, including the removal of Directors, as the case may be, to permit the
full  implementation  of this  Agreement  and shall  cause the  adoption  of any
necessary Shareholders' resolution in connection therewith.


                                    ARTICLE V
                        ACCOUNTING AND OTHER INFORMATION

1. Quarterly  Reports.  EuroNimbus  shall prepare in accordance with generally
accepted  accounting  principles in Luxembourg,  with a  reconciliation  to U.S.
GAAP,  an unaudited  consolidated  balance  sheet of EuroNimbus as at the end of
each  of the  first  three  quarters  of each  calendar  year  and  the  related
statements  of  income,  shareholders'  equity  and cash  flows for each of such
quarters  then ended which shall be delivered to the Board not more than 30 days
after the end of each such calendar quarter.

2. Audits.  As soon as practicable  and in any event within 120 days after the
end of each  fiscal  year,  EuroNimbus  shall  deliver to each  Shareholder  its
financial  statements prepared in accordance with applicable legal requirements,
containing a consolidated balance sheet of EuroNimbus as at the end of such year
and the related statements of income, shareholders' equity and cash flow for the
year then ended,  prepared in  accordance  with  generally  accepted  accounting
principles in Luxembourg,  with a reconciliation  to U.S. GAAP, all certified by
the independent public accountants to EuroNimbus.

3. Selection of Independent Public Accountants. The Shareholders agree to vote
their  respective  shares in favor of such  independent  public  accountants  of
EuroNimbus  as shall be  recommended  by a majority of the Board of Directors of
EuroNimbus,  it being understood that such independent  public accountants shall
initially be Coopers & Lybrand, SociJtJ civile.

4.  Access to  Information  Concerning  Properties  and  Records.  Each of the
Shareholders and their respective  counsel,  accountants,  consultants and other
representatives,  shall,  upon  reasonable  notice,  be  entitled to full access
during normal business hours to the properties,  books and records of EuroNimbus
in order that they may have the opportunity to make such  investigations as they
shall reasonably desire of the affairs of EuroNimbus  including making copies of
such  information  that  they  may  reasonable  desire  in  furtherance  of such
investigation.  The Shareholders  shall take all action necessary or appropriate
to ensure  EuroNimbus  shall cause its  officers  and  employees to furnish such
additional  financial and operating  data and other  information  and respond to
such inquiries as the Shareholders  shall from time to time reasonably  request.
Any  information  so  obtained  may be used by the  Shareholders  in any  manner
permitted by this Agreement.


                                   ARTICLE VI

                               DISPUTE RESOLUTION

1. Dispute Resolution. Any dispute, controversy or claim arising out of or in
connection with this Agreement,  or the breach,  termination or validity hereof,
shall be settled by final and binding arbitration under the Rules of Arbitration
of the International Chamber of Commerce.

2.  Procedures.  Any disputes subject to resolution  pursuant to this Article
VIII shall be resolved through the following  procedure.  The arbitral  tribunal
(the "Tribunal")  shall be composed of three  arbitrators who shall be appointed
as follows: each Shareholder shall have the right to appoint one arbitrator; the
two  arbitrators  so appointed  shall then appoint a third  arbitrator who shall
serve as chairperson. If a party, or parties, entitled to appoint an arbitrator,
fails to appoint an arbitrator  within  thirty (30) days of receiving  notice of
the  commencement  of the  arbitration,  such  arbitrator  shall at the  written
request of any party be appointed by the International Chamber of Commerce.

3.  Awards.  Any award made by the  Tribunal  shall be final and binding upon
each party to this Agreement,  each of whom expressly waives all right to appeal
or recourse to any court.

4.  Enforcement.  Any award made by the Tribunal may be enforced by any court
having jurisdiction in the same manner as a judgment in such court.

5. Site and Language.  The place of arbitration  conducted hereunder shall be
Luxembourg  and  the  language  of  the   arbitration   shall  be  French  (with
simultaneous translation into English and German).


                                   ARTICLE VII

                         SCOPE OF BUSINESS; EXCLUSIVITY

1. Scope of Business.  EuroNimbus shall manufacture compact discs (including
CD-Audio,  CD-ROM,  DVD and DVD-ROM products) and related printing and packaging
components  through the establishment of a manufacturing  facility in Luxembourg
for sale throughout the European Union.  EuroNimbus  shall use all  commercially
reasonable  efforts to supply  Saarbrucker  and its Affiliates with all of their
respective compact disc  requirements,  it being understood that EuroNimbus will
give priority  treatment to the compact disc requirements of Saarbrucker and its
Affiliates to the extent such requirements relate to contractual  obligations of
Saarbrucker and its Affiliates to the European Union.

2.  Exclusivity.  Saarbrucker  agrees  that,  for  so  long  as  Nimbus  and
Saarbrucker are Shareholders of EuroNimbus, Saarbrucker and its Affiliates shall
purchase  from  EuroNimbus  all  of  its  CD-Audio,   CD-ROM,  DVD  and  DVD-ROM
requirements  and further  agrees that it shall not sell or market,  directly or
indirectly, any compact disc product that is not manufactured by EuroNimbus.

                                  ARTICLE VIII

                                  MISCELLANEOUS

1. Entire Agreement;  Amendment. This Agreement and the Agreements referred
to  herein  (and the  documents  and  instruments  contemplated  by each of such
agreements  to be executed,  delivered  and  performed  by the parties  thereto)
contain the entire  agreement  between the  parties  hereto with  respect to the
subject  matter hereof and supersede all prior  arrangements  or  understandings
with respect thereto.

2. Captions.  The descriptive headings of the several Articles and Sections
are inserted for convenience  only, do not constitute part of this Agreement and
shall not in any way affect the meaning or interpretation of this Agreement.

3.  Counterparts.  For  the  convenience  of the  parties,  any  number  of
counterparts  of this  Agreement may be executed by the parties  hereto and each
such executed counterpart shall be deemed to be an original instrument.

4.   Notices.   All   notices,   requests,   demands,   waivers  and  other
communications  required or permitted to be given under this Agreement  shall be
in writing and shall be deemed to have been duly given if delivered in person or
by mail or overnight  courier,  postage prepaid,  or sent by telex,  telegram or
telecopier (confirmed by mail with postage prepaid), as follows:

      (a)   if to Nimbus, to it at:

                  Nimbus Manufacturing (UK) Limited
                  Llantarnam Park, Cwmbran, Gwent NP44 3AB
                  United Kingdom
                  Telephone:  (1633) 877121
                  Telecopier: (1633) 865520
                  Attention:  Howard Nash

                  with a copy to:

                  Nimbus CD International, Inc.
                  623 Welsh Run Road, Guildford Farm, 
                  Ruckersville, Virginia  22968
                  Telephone:  (804) 985-1100
                  Telecopier: (804) 985-4692
                  Attention:  L. Steven Minkel

                  and a further copy to:

                  White & Case
                  1155  Avenue  of the  Americas,  New  York,  New York, 10036
                  Telephone:   (212) 819-8200
                  Telecopier:  (212) 354-8113
                  Attention:  Frank L. Schiff, Esq.

            (b)   if to Saarbrucker, to it at:

                  Saarbrucker Zeitung Verlag und Druckerei, G.m.b.H
                  Gutenbergstrasse 11-23, 66117 Saarbrhcken
                  Federal Republic of Germany
                  Telephone:   (49) 681-502-4000
                  Telecopier:  (49) 681-502-4099
                  Attention:  Ghnter Kamissek


            (c)   if to EuroNimbus, to it at:

                  c/o Bonn & Schmitt
                  Avenue Guillaume 62, B.P. 522, L-2015 Luxembourg
                  Telephone:    (0352) 45 58 58
                  Telecopier: (0352) 45 58 59
                  Attention: Alex Schmitt, Esq.

or to such  other  Person or  address  as any party  shall  specify by notice in
writing  to each of the other  parties.  All such  notices,  requests,  demands,
waivers and communications  shall be deemed to have been received on the date of
delivery  unless if mailed,  in which case on the third  Business  Day after the
mailing thereof or unless if by overnight courier,  in which case, on the second
Business Day after dispatch thereof, except for a notice of a change of address,
which shall be effective only upon receipt thereof.

5. Binding Effect; Benefit;  Assignment.  This Agreement shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party hereto
without  the prior  written  consent  of the other  party,  except as  otherwise
permitted by this Agreement. Nothing in this Agreement, expressed or implied, is
intended  to  confer  on any  Person  other  than the  parties  hereto  or their
respective successors and permitted assigns, any rights,  remedies,  obligations
or liabilities under or by reason of this Agreement.

6.  Amendment and  Modification.  Subject to applicable law, this Agreement
may be amended,  modified and supplemented  only in a writing executed by all of
the parties hereto.

7.  Applicable  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of Luxembourg,  without regard to the conflict of laws
rules thereof.

8. Severability.  If any term, provision, covenant or restriction contained
in this  Agreement  is  held  by a court  of  competent  jurisdiction  or  other
authority to be invalid,  void,  unenforceable or against its regulatory policy,
the remainder of the terms, provisions,  covenants and restrictions contained in
this  Agreement  shall  remain in full  force and  effect and shall in no way be
affected, impaired or invalidated.

9.  Termination.  This  Agreement  may be  terminated  by  express
written agreement of the Shareholders.

10.  Confidentiality.  Subject to the  requirements of applicable law, each
party shall, and shall cause its employees, servants, agents and representatives
to,  maintain in confidence all  information  received from EuroNimbus and shall
use such  information  only for the benefit of  EuroNimbus,  and shall not,  and
shall cause its employees, servants, agents and representatives not to, disclose
any such information to a third party or make any unauthorized use thereof. Each
party shall, and shall cause its employees, servants, agents and representatives
to, treat all such information  with the same degree of care against  disclosure
or unauthorized  use which it affords to its own confidential  information.  The
obligation of  confidentiality  and non-use  shall not apply to any  information
which (a) was not previously  treated as confidential  by EuroNimbus,  (b) is or
becomes  generally  available  to the public  through no fault of the  receiving
party, (c) is independently  developed by the receiving party or (d) is received
in good faith from a third party who discloses such information to the receiving
party on a non-confidential basis.


<PAGE>

IN WITNESS  WHEREOF,  each of the  undersigned  has caused this  Agreement to be
executed in its name and on its behalf by its officer duly authorized thereunto,
effective as of the date first written above.


                                    NIMBUS MANUFACTURING (UK)
                                    LIMITED


                                    By
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                                    SAARBRUCKER ZEITUNG VERLAG UND
                                    DRUCKEREI G.m.b.H.


                                    By
                                    Name:
                                    Title:



                                    EURONIMBUS S.A.


                                    By
                                    Name:
                                    Title: