Summary: A two-stage vector quantizer is introduced that uses an unstructured first-stage codebook and a second-stage lattice codebook. Joint optimum two-stage encoding is accomplished by exhaustive search of the parent codebook of the two-stage product code. Due to the relative ease of lattice vector quantization, optimum encoding is feasible for moderate- to-large encoding rates and vector dimensions, provided the first-stage codebook size is kept reasonable. For memoryless Gaussian and Laplacian sources, encoding rates of 2 to 3 b/sample, and vector dimensions of 8 to 32, the signal-to-noise ratio performance is comparable or superior to equivalent-delay encoding results previously reported. For Gaussian sources with memory, the effectiveness of the encoding method is dependent on the feasibility of using a large enough first-stage vector quantizer codebook to exploit most of the source memory.