EMPLOYMENT CONTRACT

THIS  AGREEMENT,  effective  as  of  June  10,  1996,  is  made  between  Nimbus
Manufacturing Inc., a Virginia Corporation, hereinafter "The Company" and
David J. Trudel, hereinafter "The Employee".

WHEREAS, the Company desires to employ Employee; and

WHEREAS, Employee desires to accept such employment;

NOW,  THEREFORE,  in consideration of the foregoing and the material  advantages
accruing to the parties and covenants contained herein, the Company and Employee
mutually agree as follows:

1.    Employment and Duties
      The  Company  agrees  that it  will  employ  Employee  as  Executive  Vice
      President and General Manager of North American  Operations of the Company
      for the Term (as hereafter  defined).  Employee  agrees to devote his full
      time and  attention  during  normal  working  hours to the business of the
      Company  and to  perform  those  services  usually  commensurate  with the
      responsibilities  of a General Manager.  Employee agrees to undertake full
      management  responsibility  for  the  North  American  operations  of  the
      Company,  and to perform other further  services as may be assigned to him
      from  time  to time by the  Board  of  Directors  of the  Company  and the
      President  and  Chief  Executive  Officer  of  Nimbus  Manufacturing  Inc.
      consistent with his position.

2.    Term
      The Company  agrees to employ  Employee and  Employee  agrees to serve the
      Company for the following period (the "Term"):

      (a)   One year beginning June 10, 1996 and continuing through June 9,
            1997; and
      (b)   Thereafter for six-month  periods until this Agreement is terminated
            by either party in accordance  with  (Sections 5, 6, 7, or 8 of this
            Agreement).

3.    Salary
      During the Term, the Company shall pay to Employee, in approximately equal
      biweekly payments,  a salary payable at the rate of not less than $181,000
      per year,  subject to  withholding  as required by law or agreed to by the
      parties.

      The parties agree that  Employee=s  salary  cannot be deceased  during the
      Term,  but can be increased  at the sole  discretion  of the Company.  The
      Company agrees to a salary review no later than June 10, 1997.

4.    Other Benefits
      During the Term, Employee shall be entitled to:

      (a)   participate in such employee  benefit  programs,  including  pension
            programs and 401(k)  programs,  as are generally  available to other
            employees of the Company from time to time subject to any changes or
            amendments to such programs made by the Company;

      (b)   accrue and take vacation and other leave time in the same manner and
            fashion as are generally available to other employees of the Company
            taking into account  length of service and  position  subject to any
            changes or amendments to such leave  policies from time to time made
            by the  Company,  but in no event  less than  three  weeks  vacation
            annually;

      (c)   The  Company  agrees to a minimum  bonus of 20% of salary for fiscal
            1997  if  the  agreed  bonus  objectives  are  achieved.  The  bonus
            objectives  for  fiscal  1997 will be agreed not later than July 30,
            1996;

      (d)   an automobile allowance of eight hundred dollars ($800.00) per
            month;

      (e)   reimbursement  for  substantiated,  reasonable  expenses incurred by
            Employee in performing the duties  hereunder in accordance  with the
            policies of the Company.

5.    Termination by Death or Disability

      (a)   Should  Employee die during the Term, the Company shall be obligated
            to pay to Employee=s personal representative any salary and benefits
            to which Employee may be entitled pursuant to Section 7 hereof.

      (b)   Should  Employee  become  physically  or mentally  unable to perform
            substantially  all of the  duties of  employment,  Employee  will be
            entitled to disability  benefits as provided by the benefit programs
            of the  Company.  Employee  will not be entitled  to collect  salary
            under this Agreement while receiving such disability benefits.

6.    Termination for Cause

      (a)   The Company may elect to terminate  its  obligations  hereunder  for
            cause and remove  Employee  from  employment  with the Company.  The
            company is not required to give prior written notice of an intention
            to terminate for cause.  If the Company does so, all its obligations
            to Employee under this Agreement  shall cease  immediately  upon the
            termination of employment.

      (b)   For purposes of this section, "cause" shall mean:

            i.    continued and deliberate neglect by Employee of employment
                  duties;
            ii.   criminal   misconduct  of  Employee  in  connection  with  the
                  performance of any duties, including by way of example but not
                  limitation,  misappropriation  of  funds  or  property  of the
                  Company  or any  of its  subsidiaries,  attempting  to  secure
                  personally  any  profit  in  connection  with any  transaction
                  entered   into  on  behalf  of  the  Company  or  any  of  its
                  subsidiaries or affiliates;

            iii.  conduct by Employee that would result in material injury to
                  the reputation of the Company or any of its subsidiaries or
                  affiliates if Employee were retained in his position with
                  the Company, including by way of example but not
                  limitation, conviction of a felony; or

            iv.   a lawsuit or other legal  action being  threatened  or brought
                  against  Employee,  the  Company  or  both  by  third  parties
                  alleging  that  Employee,  in  executing  or  performing  this
                  Agreement, has violated other agreements,  covenants or duties
                  owed by Employee to such third party.

7.    Termination Not for Cause
      If the Company  terminates it obligations  hereunder and removes  Employee
      from  employment for reasons other than for cause,  then the Company shall
      be obligated to pay to Employee the greater of:

      (a)   an amount equal to one year's salary for the first year and an
            amount equal to six months salary thereafter;

      (b)   all salary and benefits specified in this Agreement from the date of
            termination to the end of the then current Term, without any further
            extensions  pursuant to Section  2(b) except that the Company  shall
            not be  obligated to make any  contributions  to its pension plan on
            behalf of  Employee  beyond  those due as of the date of  Employee's
            removal.

8.    Termination by Employee
      If Employee resigns or voluntarily terminates employment with the Company,
      the Company's obligations to Employee under this Agreement shall terminate
      and the Company  shall have no further  liability  to Employee  hereunder.
      Employee  agrees  to give at  least 90 days  notice  before  resigning  or
      voluntarily terminating employment.

9.    Confidentiality
      Any  and  all  agreements  between  the  Company  and  Employee  regarding
      confidentiality  and/or employee invention remain in full force and effect
      of  their  own  accord  and by  their  own  terms  and are  not  modified,
      superseded  or  governed  by the  terms  of  this  Agreement,  nor do they
      terminate upon the termination of this Agreement.

10.   Noncompetition

      (a)   After  termination of Employee=s  employment  with the Company,  for
            whatever  reason,  Employee  will  not,  for a one (1)  year  period
            following such date of termination,  without the written  permission
            of the  Company,  in the  United  States  of  America,  directly  or
            indirectly:

            i.    enter into the employ or render any services to any person
                  or entity engaged in any ACompetitive Business@ (as defined
                  below);

            ii.   engage in any Competitive Business for his own account;

            iii.  become interested in any Competitive Business as an
                  individual, partner, shareholder, creditor, director,
                  officer, principal, agent, employee, trustee, consultant,
                  advisor or in any other relationship or capacity; provided,
                  however, that nothing contained in this paragraph shall
                  prohibit Employee from acquiring, solely as an investment
                  through market purchases, securities of any corporation
                  registered under the Securities Exchange Act of 1934 and
                  which are publicly traded so long as Employee is not a
                  party of any control group of such corporation; or

            iv.   enter into the employ of or render any services to any
                  person, firm or corporation that was, within two years
                  prior to the expiration of the term of this Agreement, a
                  party to an agreement with the Company having a term of one
                  year or more and under which any goods, property or
                  services of a substantial value to the Company was to be
                  sold, leased, licensed or furnished to or by the Company on
                  an exclusive basis;

            v.    the phrase "Competitive Business" as used herein shall mean
                  the manufacture of compact disc products, which shall mean
                  any optical disc containing digital information or designed
                  to have recorded thereon digital information, which digital
                  information is encoded in accordance with the basic EFM
                  coding scheme and the CIRC error correction scheme as
                  defined in the standard specification of the sound storage
                  and reproduction system known as the "Compact Disc Digital
                  Audio System" developed and defined by N.V. Philips
                  Gloeilampenfabrieken.  For purposes of this Agreement,
                  compact disc products shall include each of the optical
                  discs presently or heretofore manufactured by Nimbus
                  Manufacturing Inc. or its subsidiaries on a commercial
                  scale, namely CD-A, CD-ROM, CD-XA, CD-I, CD-V, DVD, and
                  DVD-ROM.

      (b)   In the event of a breach of any of the provisions of Section 10,
            the Company shall have the right to have such provisions
            specifically enforced by any court having equity jurisdiction, it
            being acknowledged and agreed that any breach or threatened
            breach will likely cause irreparable injury to the Company and
            that money damages will likely not provide an adequate remedy to
            the Company.  Any payment which the Company may owe Employee as
            of the termination of his employment is contingent upon
            Employee's continued compliance with the provisions of this
            Agreement.

      (c)   Upon  termination  of  employment,  the  Company  may notify  anyone
            thereafter  employing  Employee of the existence  and  provisions of
            this Agreement.

11.   Indemnification
      Employee  shall be  indemnified  to the fullest  extent  permitted by law,
      jointly  and  severally,  by the  Company  and by each  subsidiary  of the
      Company,  both during the Term and  thereafter  with respect to Employee's
      conduct while  services as a director,  officer or employee of the Company
      or any of its subsidiaries

12.   Stock Options
      Nimbus CD International, Inc. has granted to Employee, the following stock
      options  subject to the terms and  conditions of the 1995 Stock Option and
      Stock Award Plan:  20,000 shares of common stock to vest ratably over five
      years with the first  vesting  period to be March 31, 1997.  The option to
      purchase stock will be at $_____.

13.   Moving Expenses
      The Company agrees to pay on Employee=s  behalf and to reimburse  Employee
      for all  reasonable  costs  relating to Employee's  relocation to Virginia
      from Connecticut, including the following:

      (a)   temporary living expenses for six months from starting date to a
            maximum of $1,200 per month against agreed costs;

      (b)   Realtor's commissions for the sale of the Employee's legal
            residence in an amount not to exceed 3% of the contracted sales
            price;

      (c)   documented packing, moving and storage expenses;

      (d)   $3,000 to cover closing costs on Employee=s residence.

      (e)   general expenses to a maximum of $5,000 for house search to be
            agreed.

      Based on current tax law, the Company will increase  Employee's  salary by
      the  amount  of the  actual  incurred  cost  and  will  withhold  and  pay
      applicable tax due on items less the $3,000 exemption  permitted under the
      code. No gross up for tax purposes is required for item (c) above.

16.   Severability
      The invalidity or  unenforceability  of any provision of this Agreement or
      the invalidity or  unenforceability  or any provision of this Agreement as
      applied to a particular  occurrence or circumstances  shall not affect the
      validity  or  enforceability  of any  of  the  other  provisions  of  this
      Agreement or the other applicability of such provision as the case may be.
      The rights and  remedies  available  to the Company  under this  Agreement
      shall be in addition to and not in lieu of any other  rights and  remedies
      available.  If any of the  provisions  of this  Agreement  are  held to be
      unenforceable  because  of the  duration  of such  provision  or the  area
      covered   thereby,   the  parties   agree  that  the  court   making  such
      determination  shall have the power to reduce the duration  and/or area of
      such  provision  and in its  reduced  form said  provisions  shall then be
      enforceable.

17.   Binding Effect
      This  Agreement  shall be binding on the Employee and on the Company,  and
      any  successor,  assign,  subsidiary,  parent or division of the  Company.
      Should  there be a  consolidation  or merger of the  Company  with or into
      another  corporation,  or a purchase  of all or  substantially  all of the
      assets of the Company by another  entity,  it is agreed that the surviving
      or acquiring  corporation will be liable for the performance of all of the
      Company=s obligations under this Agreement.

18.   Applicable Law
      This  Agreement  shall be construed  and enforced  under and in accordance
      with the laws of the Commonwealth of Virginia.

This Agreement signed this ____________ day of ___________.

                                    NIMBUS MANUFACTURING INC.

                                    By:   _________________________________
                                          Lyndon J. Faulkner
                                          President and Chief Executive Officer

                                    EMPLOYEE


                                    ---------------------------------------
                                    David J. Trudel