DATED DECEMBER 14, 1999




                             THE CERPLEX GROUP, INC.



                                       and



                            BURDALE FINANCIAL LIMITED








             -----------------------------------------------------

                             GUARANTEE AND INDEMNITY

             ------------------------------------------------------







                                THEODORE GODDARD


<PAGE>


THIS GUARANTEE is dated                                      1999

BETWEEN:

(1)        THE  CERPLEX  GROUP,  INC.  a  company  incorporated  under the laws
           of  Delaware  in the  United  States  of  America  (the "Guarantor")
           and

(2)        BURDALE  FINANCIAL  LIMITED  (Registered in England and Wales No.
           2656007)  ("Burdale", which  expression shall include its successors,
           transferees and assigns).

BACKGROUND:

(A)        At the  request  of the  Guarantor,  Burdale  has  agreed to  provide
           certain  banking  and  financial  accommodation  to  Cerplex  Limited
           (Registered in England and Wales No. 2953372) (the "PRINCIPAL").

(B)        It is a  condition  of  Burdale  making  such  accommodation  to  the
           Principal that certain  security  (including that constituted by this
           Deed) be granted to Burdale.

(C)        The  execution  of this  Deed is for the  commercial  benefit  of the
           Guarantor and was approved as such pursuant to a board  resolution on
           or  about  today's  date  and  by  a  unanimous   resolution  of  its
           shareholders also on or about today's date.

(D) The parties intend that this Deed take effect as a deed notwithstanding that
it may be executed under hand only.

IT IS AGREED as follows:

1.         GUARANTEE

           In   consideration  of  Burdale   providing   banking  and  financial
           accommodation  from time to time to the  Principal  at the request of
           the Guarantor, the Guarantor:

(a)               guarantees to Burdale the due  performance by the Principal of
                  its  obligations to Burdale  (whether actual or contingent and
                  whether   owed   jointly  or  severally  or  in  any  capacity
                  whatsoever)  and promises to pay to Burdale on demand all sums
                  from  time  to  time  due  and  payable  (but  unpaid)  by the
                  Principal  pursuant  to the  Finance  Documents  entered  into
                  between the Principal and Burdale; and

(b)               agrees as a primary  obligation to indemnify Burdale from time
                  to time on  demand  from  and  against  any loss  incurred  by
                  Burdale as a result of any agreement  between  Burdale and the
                  Principal  being or becoming void,  voidable or  unenforceable
                  for any reason  whatsoever,  whether or not known to  Burdale,
                  the amount of such loss being the amount which  Burdale  would
                  otherwise have been entitled to recover from the Principal.

2.         PRESERVATION OF RIGHTS

2.1        The  obligations of the Guarantor  contained in this Deed shall be in
           addition  to and not in  substitution  for any  other  guarantees  or
           security (together the "Security") which Burdale may at any time hold
           in respect of any of the Principal's  obligations and may be enforced
           without  Burdale  first  having  recourse to any of the  Security and
           without  Burdale  first  taking  steps  or  proceedings  against  the
           Principal or any third parties.

2.2        Neither the obligations of the Guarantor  contained in this Deed, nor
           the rights, powers and remedies conferred in respect of the Guarantor
           upon Burdale by any agreement or by law shall be discharged, impaired
           or otherwise affected by:

          (a)     the  winding-up,  dissolution,  administration  or
                  reorganisation  of the Principal or any change in its status,
                  function, control or ownership;

          (b)     any of the  obligations  of the  Principal  to  Burdale  being
                  or  becoming illegal, invalid or unenforceable in any respect;

          (c)     time or other indulgence being granted or agreed to be granted
                  by Burdale to, or any  composition or other  arrangement  made
                  with  or  accepted  from,  the  Principal  in  respect  of its
                  obligations  to Burdale or any person in respect of any of the
                  Security;

          (d)     any  amendment  of  any  of the  Security  or of any  document
                  recording or evidencing the terms of any  obligations  owed by
                  the Principal to Burdale;

          (e)     any  failure to  realise or fully to realise  the value of, or
                  any release,  discharge,  exchange or substitution  of, any of
                  the Security;

          (f)     any  failure  (whether  intentional  or not) to take,  or
                  fully to take,  or perfect any of the Security; or

          (g)     any other act,  event or omission  which,  but for this Clause
                  2.2, would or might operate to discharge,  impair or otherwise
                  affect any of the  obligations  of the Guarantor  contained in
                  this Deed or any of the rights,  powers or remedies  conferred
                  upon Burdale by any agreement or by law.

2.3        Any  discharge  given by Burdale to the  Guarantor  in respect of the
           Guarantor's  obligations  under  this  Deed  or any  other  agreement
           reached between  Burdale and the Guarantor in relation  thereto shall
           be, and be deemed  always to have been,  void if any act on the faith
           of which  Burdale gave the Guarantor  that  discharge or entered into
           that  agreement  is  subsequently  avoided by or in  pursuance of any
           provision of law.

2.4        Burdale shall not be obliged  before  exercising any of the rights,
           powers or remedies  conferred upon it in respect of the Guarantor by
           law:

          (a)     to make any demand other than a demand on the  Principal
                  required by the terms of any  agreement  between the Principal
                  and Burdale;
          (b)     to take any action or obtain judgment in any court against the
                  Principal or any third party;

          (c)     to  make  or  file  any  claim  or  proof  in  a   winding-up,
                  receivership,  administration,  administrative receivership or
                  dissolution of the Principal; or

          (d)     to enforce or seek to enforce any Security.

2.5        After a demand  has been made by  Burdale  under  this Deed,  so long
           as the  Principal  is under any  actual or  contingent liability to
           Burdale, the Guarantor shall not:

          (a)     exercise in respect of any amount paid by the Guarantor  under
                  this  Deed any  right of  subrogation  or any  other  right or
                  remedy  which  the  Guarantor  may  have  in  respect  of such
                  payment; or

          (b)     except  with  Burdale'  consent in  writing,  claim or receive
                  payment  of any  other  monies  for the time  being due to the
                  Guarantor  by the  Principal  or  exercise  any other right or
                  remedy which the Guarantor may have in respect of such monies;
                  or

          (c)     unless so required by Burdale,  prove in a liquidation  of the
                  Principal in competition  with Burdale for any monies owing to
                  the Guarantor by the Principal on any account whatsoever.

           Any monies  obtained by the Guarantor  from the  Principal  with such
           consent or as required  by or in breach of this Clause  shall be held
           by the Guarantor  upon trust to pay the same to Burdale in or towards
           discharge of the Guarantor's obligations under this Deed.

3.         REPRESENTATIONS AND WARRANTIES

           The Guarantor represents to Burdale that:

          (a)     The Guarantor is a corporation  duly formed and existing under
                  the laws of the State of Delaware and has the power,  capacity
                  and  authority to own its property and conduct its business as
                  currently  being  carried on and to execute and  deliver  this
                  Deed and to enter into and exercise its rights and perform its
                  obligations under this Deed.

          (b)     All  corporate  and other  action  required to  authorise  the
                  execution  and delivery by the  Guarantor of this Deed and its
                  performance of  obligations  of the Guarantor  under this Deed
                  has been duly taken.

          (c)     Under the laws of the State of  Delaware  in force at  today's
                  date, the claims of Burdale  against the Guarantor  under this
                  Deed are direct, general and unconditional  obligations of the
                  Guarantor  which rank,  or will when they arise rank, at least
                  pari  passu  with the  claims of all its other  unsecured  and
                  unsubordinated  creditors  (present  and  future),  save those
                  whose  claims are  preferred  mandatorily  by any  bankruptcy,
                  insolvency,  liquidation  or  other  similar  laws of  general
                  application  and  all  claims  of the  Guarantor  against  the
                  Principal from time to time will be subordinated to the claims
                  of Burdale against the Principal from time to time.

          (d)     All acts, conditions and things required to be done, fulfilled
                  and performed in order (i) to enable the Guarantor lawfully to
                  enter into and, as the case may be,  exercise its rights under
                  and perform and comply with the  obligations  expressed  to be
                  assumed  by  it  in  this  Deed,   (ii)  to  ensure  that  the
                  obligations  expressed to be assumed by the  Guarantor in this
                  Deed, are legal, valid and binding and (iii) to make this Deed
                  admissible  in  evidence in England and Wales and the State of
                  Delaware,  have been or will be,  done,  and will  (after they
                  have been done, fulfilled and performed) continue to be, done,
                  fulfilled and performed.

          (e)     All authorisations, approvals, consents, licences, exemptions,
                  filings,  registrations  and notarisations and payments of any
                  tax or any other actions required in connection with the entry
                  into, performance of, validity and enforceability of this Deed
                  have been, or will be, obtained and will be maintained in full
                  force and effect or have been made or taken by the Guarantor.

          (f)     All necessary filing, recording or enrolment of this Deed with
                  any court or other  authority in the State of Delaware and any
                  stamp,  registration  or  similar  tax has  been,  or will be,
                  effected or paid in relation to or on this Deed.

          (g)     The  obligations  expressed to be assumed by the  Guarantor in
                  this Deed are,  subject to the  application of insolvency laws
                  and  equitable  principles  which  limit  the  enforcement  of
                  creditors'  rights  generally,  its legal,  valid and  binding
                  obligations.

          (h)     In any proceedings  taken in the State of Delaware in relation
                  to this Deed,  the choice of English law as the  governing law
                  of this Deed and any judgment obtained in England and Wales in
                  respect of this Deed will be recognised and enforced.

          (i)     The Guarantor has not taken any corporate  action nor have any
                  other  formal  steps  been  taken  or legal  proceedings  been
                  started  or,  so far as any of the  Guarantor  is aware to the
                  best of its  knowledge  and  belief,  threatened  against  the
                  Guarantor  for  its   bankruptcy,   winding-up,   dissolution,
                  administration or  re-organisation or for the appointment of a
                  receiver,  administrator,  administrative receiver, trustee or
                  similar  officer  of it or of any or  all  of  its  assets  or
                  undertaking.

          (j)     The  execution  and delivery by the Guarantor of this Deed and
                  the performance by the Guarantor of its obligations under this
                  Deed will not:

                 (i)     contravene any provision of any law,  statute,  rule or
                         regulation  or any order or licence  of any  authority,
                         agency  or court to  which it or any of its  assets  or
                         revenues is subject; or

                (ii)     result  in any  breach of any of the  terms,  covenants
                         (including,   without  limitation,  any  limitation  on
                         borrowing),  conditions or provisions of, or constitute
                         a default under, any loan,  security,  agreement or any
                         other  instrument or obligation to which it is a party;
                         or

                (iii)    violate any of its applicable constitutive documents.

          (k)     No litigation,  arbitration or administrative  proceedings are
                  current or, to its  knowledge,  pending or threatened  against
                  the   Guarantor   which  in  any  case  would,   if  adversely
                  determined, result in a material adverse change.

          (l)     All of the written financial and other information relating to
                  the  business  and  affairs of the  Guarantor  supplied by the
                  Guarantor or any person on its behalf to Burdale in connection
                  with any of the  Documents  is,  as at the date to which it is
                  expressed  to  speak,  true,  complete  and  accurate  in  all
                  material  respects and the Guarantor is not aware of any facts
                  or  circumstances  that have not been disclosed to Burdale and
                  which would, if disclosed,  affect adversely the decision of a
                  person  considering  whether or not to provide  finance to the
                  Principal.

          (m)     The  Guarantor  shall not, by reason of its  execution of this
                  Deed,  become  obliged to create in favour of any person,  any
                  Encumbrance over any of its property, revenues or assets.

4.         PAYMENTS

4.1        All payments to be made by the  Guarantor  to Burdale  under this
           Deed shall
be:

           (a)    paid on the due date  for such  payment  in  freely  available
                  funds  and in the  currency  in which the  liabilities  of the
                  Principal,  in respect of which such  payments are made,  were
                  expressed to be payable;

           (b)    made without set-off or counterclaim; and

           (c)    made free and  clear of all and  without  deduction  for or on
                  account of any tax,  save to the extent that the  Guarantor is
                  compelled  by law to make such  payment  subject to any tax (a
                  "Required Tax")

4.2        The Guarantor will indemnify Burdale against any Required Tax imposed
           on any payment by the Guarantor under this Deed. If any such Required
           Tax (or any amount in respect of any  Required  Tax) must be deducted
           from any such payment or any other  deductions  must be made from any
           amounts paid by the Guarantor  under this Deed,  the Guarantor  shall
           pay to Burdale such additional  amounts as may be necessary to ensure
           that Burdale  receives a net amount equal to the full amount which it
           would have  received  had the  payment  not been made  subject to the
           Required Tax.

5.         CURRENCY OF ACCOUNT

           Moneys  received or  recovered  by Burdale  from the  Guarantor  in a
           currency  other than that in which the said sums are due and  payable
           from the  Principal  or under  Clause 1 shall be  converted  into the
           latter  currency  at the rate at which  Burdale,  acting  reasonably,
           would have sold the latter  currency for the former at 11 a.m. on the
           latest  day before  Burdale'  receipt or  recovery  on which  Burdale
           quoted generally a rate of exchange for such a sale.

6.         CONTINUING SECURITY

           The security  constituted by this Deed shall be a continuing security
           to Burdale in respect of each and every one of the  obligations  owed
           by the  Principal  to Burdale and shall not be (or be construed so as
           to be) discharged by any  intermediate  discharge or payment of or on
           account of the  obligations  of the  Principal  or any of them or any
           settlement  of accounts  between  Burdale and the Principal or anyone
           else other than any  settlement  or  discharge in full and finally by
           the Guarantor of the obligations of the Principal to Burdale.

7.         SET-OFF

           Burdale may at any time after demand has been made set-off or combine
           any account in its books in the name of the  Guarantor  (at  whatever
           branch  and in  whatever  currency  denominated)  with any other such
           account.

8.         NOTICES

8.1        Each communication to be made under this Deed shall be made in
           writing and shall be made by letter or facsimile.

8.2        Any  communication  or document to be made or delivered by one person
           to another  pursuant to this Deed shall (unless that other person has
           by five Business Days' written notice to the other specified  another
           address)  be made or  delivered  to that other  person at the address
           identified  with its signature below and shall be deemed to have been
           made  or  delivered,  when  received  (as  evidenced  by a  facsimile
           transmission  report,  in the  case  of any  communications  made  by
           facsimile) or (in the case of any communication  made by letter) when
           delivered to that address provided that any communication or document
           to be made or  delivered to Burdale  shall be  effective  only if the
           same is  expressly  marked for the  attention  of the  department  or
           officer  identified  with  Burdale's  signature  below (or such other
           department  or officer as Burdale shall from time to time specify for
           this purpose).

9.         GOVERNING LAW

           This Deed shall be  governed  by and  construed  in  accordance  with
           English law.

10.        JURISDICTION

10.1       For the benefit of Burdale,  the Guarantor  agrees that the courts of
           England have  jurisdiction  to settle any disputes in connection with
           this Deed and accordingly  submits to the jurisdiction of the English
           courts.

10.2       Without prejudice to any other mode of service, the Guarantor:

          (a)     irrevocably appoints the Principal (at its address for notices
                  as set  out in  the  facility  agreement  dated  today's  date
                  between the Principal and Burdale) as its agent for service of
                  process relating to any proceedings  before the English courts
                  in connection with this Deed;

          (b)     agrees that failure by a process agent to notify the Guarantor
                  of the process will not invalidate the proceedings  concerned;
                  and

          (c)     consents  to the  service  of  process  relating  to any  such
                  proceedings by prepaid posting of a copy of the process to its
                  address for the time being applying under Clause 8.2.

10.3       The Guarantor:

          (a)     waives   objection  to  the  English   courts  on  grounds  of
                  inconvenient  forum or  otherwise  as regards  proceedings  in
                  connection with this Deed; and

          (b)     agrees  that a  judgement  or  order  of an  English  court in
                  connection  with this Deed is conclusive and binding on it and
                  may  be  enforced  against  it in  the  courts  of  any  other
                  jurisdiction.

10.4       Nothing in this Clause 10 limits the right of Burdale to bring
           proceedings  against the Guarantor in  connection  with this Deed:

          (a)        in any other court of competent jurisdiction; or

          (b)        concurrently in more than one jurisdiction.

IN WITNESS of which this Deed has been duly  executed as a deed the day and year
first above



<PAGE>


EXECUTED as a deed by
THE CERPLEX GROUP, INC.

By:   /S/RICHARD ALSTON

Name:      Richard Alston

Title:     President and Chief Operating Officer

Address:             11 Pacifica Avenue
                                Suite 3000
                                Irvine
                                California 92618
                                USA

Facsimile No:
For the attention of:




Accepted and agreed:

BURDALE FINANCIAL LIMITED

By:


Address:             53 Queen Anne Street
                                London W1M 0HP

Facsimile No:                   0171 486 3513
For the attention of:           Company Secretary