Amendment No. 1 To Interim Management Agreement

EXHIBIT 10.54


AMENDMENT NO. 1 TO
INTERIM MANAGEMENT AGREEMENT


THIS AMENDMENT NO. 1 TO INTERIM MANAGEMENT AGREEMENT dated as of February 25, 1998 (the "Amendment") is by and between The Cerplex Group, Inc., a Delaware corporation ("Cerplex") and Aurora Electronics, Inc., a Delaware corporation ("Aurora"). The Amendment amends that certain Interim Management Agreement dated January 30, 1998 (the "Interim Management Agreement") by and between Cerplex and Aurora.


For good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:


1. Amendment to Interim Management Agreement. Section 1 of the Interim Management Agreement is hereby deleted in its ent ...