Interim Management Agreement

INTERIM MANAGEMENT AGREEMENT


INTERIM MANAGEMENT AGREEMENT, dated as of January 30, 1998, between The Cerplex Group, Inc., a Delaware corporation ("Cerplex"), and Aurora Electronics, Inc., a Delaware corporation ("Aurora").


WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of January 30, 1998 (the "Merger Agreement"), between Cerplex, Aurora and Holly Acquisition Corp., a Delaware corporation and a newly-formed subsidiary of Aurora ("Sub"), Sub will merge with and into Cerplex (the "Merger"), with the result that Cerplex will become a wholly-owned subsidiary of Aurora; and


WHEREAS, George L. McTavish ("McTavish") has been designated the Chairman and Chief Executive Officer of Aurora and, following the consummation of the Merger, will also be the Chairman and Chief Executive Officer of Cerplex; and


WHEREAS, the Merger Agreement provides that the consummation of the Merger is subject to certain conditions; and


WHEREAS, Cerplex and Aurora desire to make certain arrangements regarding the joint management of Cerplex and Aurora during the period (the "Interim Period") from the Effective Date (as defined below) through the date of consummation of the Merger;


NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:


1. For purposes of this Agreement, the "Effective Date" shall mean the date on which any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission, as of such date, challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated.


2. Cerplex agrees to implement as of the Effective Date an interim organization chart mutually acceptable to the parties.


3. (a) William A. Klein ("Klein") shall continue as Chairman of the Board of Directors of Cerplex and shall have such duties set forth in the By-laws of Cerplex in effect on the date 2 hereof and shall report directly to the Board of Directors of Cerplex.


(b) On the Effective Date, Stephen J. Hopkins ("Hopkins") shall resign as Chief Executive Officer of Cerplex and shall work with Cerplex as a consultant. In that capacity, Hopkins shall report directly to the Chief Executive Officer of Cerplex.


(c) On the Effective Date, McTavish shall be appointed and shall serv ...