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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 entirety
and replaced with the following:
"1. For purposes of this Agreement, the "Effective Date"
shall mean March 4, 1998."
2. Effect of Amendment. The Interim Management Agreement, as amended,
shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the date first above written.
AURORA ELECTRONICS, INC.
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________________________
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
Title: Senior Vice President, Chief
Financial Officer and
Secretary
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THE CERPLEX GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Title: Chief Financial Officer
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