<PAGE>   1
                                                                   EXHIBIT 10.32


                                                                  EXECUTION COPY


                             THE CERPLEX GROUP, INC.

                                SECOND AMENDMENT
                     TO CREDIT AGREEMENT AND LIMITED WAIVER


                 This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
(this "AMENDMENT") is dated as of November 30, 1996 and entered into by and
among THE CERPLEX GROUP, INC., a Delaware corporation ("COMPANY"), the FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF ("LENDERS") and WELLS FARGO
BANK, NATIONAL BANK, as administrative agent for Lenders ("ADMINISTRATIVE
AGENT"), and, for purposes of Section 5 hereof, CERTECH Technology, Inc.,
Cerplex Mass., Inc., Cerplex Limited, Apex Computer Company, Cerplex Subsidiary,
Inc., Peripheral Computer Support, Inc., Modcomp/Cerplex L.P., Modcomp Joint
Venture, Inc., Modular Computer Services, Inc., Modular Computer Systems GmbH
and Modcomp France S.A. (collectively, "GUARANTORS"), and is made with reference
to that certain Credit Agreement dated as of October 12, 1994, as amended by
that certain First Amendment to Credit Agreement and Limited Waiver dated as of
April 15, 1996, (the "CREDIT AGREEMENT"), by and among Company, Lenders,
Administrative Agent and Guarantors. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.


                                    RECITALS

                 WHEREAS, Company and Lenders executed a Limited Waiver dated as
of October 31, 1996 pursuant to which Lenders waived compliance with a number of
provisions of the Credit Agreement through November 30, 1996; and

                 WHEREAS, Company and Lenders now wish to amend the Credit
Agreement in certain respects;

                 NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


                                        1
<PAGE>   2
SECTION 1.       AMENDMENTS TO THE CREDIT AGREEMENT

SECTION 1.1      AMENDMENTS TO SECTION 1:  DEFINITIONS.

         A.      Subsection 1.1 of the Credit Agreement is hereby amended by
deleting the definitions of "BORROWING BASE", "BORROWING BASE CERTIFICATE",
"CONSOLIDATED NET INCOME FROM NORTH AMERICAN AND MODCOMP OPERATIONS",
"CONSOLIDATED EBITDA", "CONSOLIDATED FIXED CHARGES", "CONSOLIDATED RENTAL
PAYMENTS", "CONSOLIDATED TOTAL FUNDED DEBT", "ELIGIBLE ACCOUNTS RECEIVABLE", and
"SCHEDULED COMMITMENT REDUCTIONS" contained therein.

         B.      Subsection 1.1 of the Credit Agreement is hereby further
amended by adding the following definitions in the appropriate alphabetical
order:

                 "'CONSOLIDATED NET INCOME FROM NORTH AMERICAN AND CORPORATE
                 OPERATIONS' means the sum of (i) the net income (or loss) of
                 Company and its Domestic Subsidiaries on a consolidated basis
                 for such period taken as a single accounting period determined
                 in conformity with GAAP and (ii) Corporate Overhead; provided
                 that there shall be excluded (a) the income (or loss) of any
                 Person (other than a Domestic Subsidiary of Company) in which
                 any other Person (other than Company or any of its Domestic
                 Subsidiaries) has a joint interest, except to the extent of the
                 amount of dividends or other distributions actually paid to
                 Company or any of its Domestic Subsidiaries by such Person
                 during such period, (b) the income (or loss) of any Person
                 accrued prior to the date it becomes a Domestic Subsidiary of
                 Company or is merged into or consolidated with Company or any
                 of its Domestic Subsidiaries or that Person's assets are
                 acquired by Company or any of its Domestic Subsidiaries, (c)
                 the income of any Domestic Subsidiary of Company to the extent
                 that the declaration or payment of dividends or similar
                 distributions by that Subsidiary of that income is not at the
                 time permitted by operation of the terms of its charter or any
                 agreement, instrument, judgment, decree, order, statute, rule
                 or governmental regulation applicable to that Subsidiary and
                 (d) (to the extent not included in clauses (a) through (c)
                 above) any net extraordinary gains or net non-cash
                 extraordinary losses."

                 "'CONSOLIDATED TOTAL LIABILITIES' means, as at any date of
                 determination, the total liabilities of Company and its
                 Subsidiaries on a consolidated basis in conformity with GAAP."

                 "'SECOND AMENDMENT EFFECTIVE DATE' means November 30, 1996."

         C.      Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the reference to subsection 2.4B(iii)(f) contained in the
definition of "NET


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<PAGE>   3
PROCEEDS AMOUNT" contained therein and substituting a reference to "subsection
2.4B(iii)(k) therefor.

SECTION 1.2       AMENDMENTS TO SECTION 2:  AMOUNTS AND TERMS OF COMMITMENTS AND
                  LOANS.

         A.       Subsection 2.4A of the Credit Agreement is hereby amended to
read in its entirety as follows:

                  "A. SCHEDULED REDUCTIONS OF COMMITMENTS. The Commitments shall
         be permanently reduced on the dates and in the amounts set forth below:

<TABLE>
<CAPTION>
                                           SCHEDULED REDUCTION       COMMITMENTS AFTER
                 DATE                         OF COMMITMENTS        SCHEDULED REDUCTION
                 ----                      -------------------      -------------------
<S>                                        <C>                      <C>
         September 30, 1996                     $1,000,000              $47,000,000
         December 31, 1996                       2,000,000               45,000,000
         March 28, 1997                          2,000,000               43,000,000
</TABLE>

         ; provided that the scheduled reductions of the Commitments set forth
         above shall be reduced in connection with any voluntary or mandatory
         reductions of the Commitments in accordance with subsection 2.4B(iv)."

         B.       Subsection 2.4B(iii)(a) of the Credit Agreement is hereby
amended to read in its entirety as follows:

                           "(a) Prepayments and Reductions From Net Asset Sale
                  Proceeds. No later than the first Business Day following the
                  date of receipt by Company or any of its Subsidiaries of any
                  Net Asset Sale Proceeds in respect of any Asset Sale (other
                  than any Asset Sale described in clauses (d) through (i)),
                  Company shall prepay the Loans and/or the Commitments shall be
                  permanently reduced in an aggregate amount equal to 66-2/3% of
                  such Net Asset Sale Proceeds."

         C.       Subsection 2.4B(iii) of the Credit Agreement is hereby amended
by (i) renumbering subsection 2.4B(iii)(e) as 2.4B(iii)(j), subsection
2.4B(iii)(f) as 2.4B(iii)(k), and subsection 2.4B(iii)(g) as 2.4B(iii)(l) and
(ii) adding new subsections 2.4B(iii)(e), 2.4B(iii)(f), 2.4B(iii)(g),
2.4B(iii)(h) and 2.4B(iii)(i) thereto as follows:

                           "(e) Prepayments from the Sale of Modcomp. On the
                  date of receipt by Company or any of its Subsidiaries of any
                  Net Asset Sale Proceeds from any Asset Sale relating to
                  Modcomp or its Subsidiaries, Company shall prepay the Loans
                  and/or the Commitments shall be permanently reduced, in an
                  aggregate amount equal to the correlative


                                        3
<PAGE>   4
                  amounts set forth below for the period during which Company
                  receives such Net Asset Sale Proceeds:

<TABLE>
<CAPTION>
                                                                LENDER SHARE
                        PERIOD                                   OF PROCEEDS
                                                                ------------
<S>                                                             <C>
                     Second Amendment Effective Date
                             through December 31, 1996               50%
                     January 1, 1997 through
                             January 31, 1997                        55%
                     February 1, 1997 through
                             February 28, 1997                       60%
                     March 1, 1997 through
                             March 31, 1997                          65%
</TABLE>

                           "(f) Prepayments from the Sale of On Command Video
                  Stock. On the date of receipt by Company or any of its
                  Subsidiaries of any Net Asset Sale Proceeds from (i) the sale
                  of the stock of On Command Video or (ii) the sale of its claim
                  in the bankruptcy of Spectravision, Company shall prepay the
                  Loans, and/or the Commitments shall be permanently reduced,
                  (i) in an aggregate amount equal to 50% of such Net Asset Sale
                  Proceeds if the date of receipt of such Net Asset Sale
                  Proceeds is on or before December 31, 1996 or (ii) in an
                  aggregate amount equal to 65% of such Net Asset Sale Proceeds
                  if the date of receipt of such Net Asset Sale Proceeds is
                  after December 31, 1996.

                           "(g) Prepayments from the Sale of End-of-Life
                  Inventory. On the date of receipt by Company or any of its
                  Subsidiaries of any Net Asset Sale Proceeds from the sale of
                  any end-of-life Inventory of Company or its Subsidiaries,
                  Company shall prepay the Loans, and/or the Commitments shall
                  be permanently reduced, (i) in an aggregate amount equal to
                  50% of such Net Asset Sale Proceeds if the date of receipt of
                  such Net Asset Sale Proceeds is on or before January 31, 1997
                  or (ii) in an aggregate amount equal to 65% of such Net Asset
                  Sale Proceeds if the date of receipt of such Net Asset Sale
                  Proceeds is after January 31, 1997.

                           "(h) Prepayments from the Sale of Texas Operations.
                  On the Second Amendment Effective Date, Company shall prepay
                  the Loans, and/or the Commitments shall be permanently
                  reduced, in an amount equal to the greater of (i) $175,000 and
                  (ii) 50% of the Net Asset Sale Proceeds received by Company or
                  any of its Subsidiaries from the sale of the Inventory and
                  equipment of Company's Texas operations.

                           "(i) Prepayments from Royalties. On or before
                  December 10, 1996, Company shall prepay the Loans, and/or the
                  Commitments shall


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<PAGE>   5
                  be permanently reduced, in an amount equal to the royalties
                  payable by Cerplex SAS to Company and accrued through
                  September 30, 1996. On the tenth day after the end of each
                  fiscal quarter of Company, Company shall prepay the Loans,
                  and/or the Commitment shall be permanently reduced, in an
                  amount equal to the royalties payable by Cerplex SAS to
                  Company and accrued during such fiscal quarter."

SECTION 1.3        AMENDMENTS TO SECTION 6:  COMPANY'S AFFIRMATIVE COVENANTS.

         A.       Subsection 6.1(xxi) of the Credit Agreement is hereby amended
to read in its entirety as follows:

                  (xxi) Monthly Financials: as soon as available and in any
event prior to December 10, 1996 with respect to the month ended October 31,
1996 and within 30 days after the end of each month thereafter, commencing with
the month ended November 30, 1996, the consolidated balance sheet of Company and
its Subsidiaries as at the end of such month, the related consolidated
statements of income, stockholders' equity and cash flows of Company and its
Subsidiaries for such month, and an income statement for such month showing the
results of operations for each division of Company and its Subsidiaries, all in
reasonable detail and certified by the chief financial officer of Company that
they fairly present the financial condition of Company and its Subsidiaries as
at the dates indicated and the results of their operations and their cash flows
for the periods indicated, subject to changes resulting from audit and normal
year-end adjustments; and"

         B.       Subsection 6.11 of the Credit Agreement is hereby amended by
amending the second sentence thereof to read in its entirety as follows:

                  "Company shall use its best efforts to obtain and deliver to
                  Administrative Agent landlord waivers, in form and substance
                  satisfactory to Administrative Agent, with respect to any real
                  property leases or subleases entered into or acquired by
                  Company or any of its Subsidiaries after the date hereof;
                  provided, however, Company shall not be required to obtain
                  landlord waivers with respect to (i) property, other than
                  property that constitutes the principal place of business of
                  Company or any of its Subsidiaries, that is (a) located in a
                  jurisdiction the laws of which do not create a statutory lien
                  in favor of a landlord on the personal property of a tenant
                  and (b) subject to a lease that does not create a contractual
                  lien in favor of the landlord on the personal property of the
                  tenant, and (ii) any property that Company and Requisite
                  Lenders agree is not significant in terms of its size, its
                  significance to the operations of Company and its Subsidiaries
                  or the value of the Collateral located on such property."

         C.       Section 6 of the Credit Agreement is hereby amended by adding
the following as new subsection 6.16 thereof:


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<PAGE>   6
                  "6.16 NEW LEADERSHIP

                        Company shall (i) hire a new chief executive officer
                  or (ii) retain a management consultant to serve as interim
                  chief executive officer no later than the earlier of March 31,
                  1997 or no later than 30 days following the occurrence of any
                  Event of Default after November 30, 1996."

SECTION 1.4      AMENDMENTS TO SECTION 7:  COMPANY'S NEGATIVE COVENANTS.

         A.      Subsection 7.1(iv) of the Credit Agreement is hereby amended to
read in its entirety as follows:

                        "[intentionally omitted]"

         B.      Subsection 7.6 of the Credit Agreement is hereby amended to
read in its entirety as follows:

         "7.6    FINANCIAL COVENANTS.

                 "A. LIQUIDITY RATIO. Company shall not permit the ratio of (i)
         Consolidated Current Assets as of the last day of any fiscal quarter of
         Company to (ii) Consolidated Current Liabilities as of such day to be
         less than 0.78:1.00.

                 "B. MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Company shall not
         permit Consolidated Tangible Net Worth at any time to be less than
         $3,150,000.

                 "C. MINIMUM PROFITABILITY. Company shall not permit
         Consolidated Net Income for the fiscal quarter of Company ending
         December 31, 1996 to be less than ($6,000,000).

                 "D. MINIMUM PROFITABILITY FROM NORTH AMERICAN AND CORPORATE
         OPERATIONS. Company shall not permit Consolidated Net Income From North
         American and Corporate Operations for the fiscal quarter of Company
         ending December 31, 1996 to be less than ($8,200,000).

                 "E. MAXIMUM RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH.
         Company shall not permit the ratio of (i) Consolidated Total
         Liabilities as of the last day of any fiscal quarter of Company to (ii)
         Consolidated Tangible Net Worth as of such day to be greater than
         32.25:1.00.

                 "F. MINIMUM RATIO OF ACCOUNTS RECEIVABLE TO LOANS. Company
         shall not permit the ratio of (i) the sum of (a) the aggregate amount
         of all Accounts Receivable of Company and its Subsidiaries as of the
         last day of any fiscal quarter of Company and (b) the book value as
         defined by GAAP of all Inventory of


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<PAGE>   7
         Company and its Subsidiaries as of such day to (ii) the aggregate
         principal amount of all outstanding Loans as of such day to be less the
         0.88:1.00."

SECTION 1.5      AMENDMENTS TO SECTION 10:  MISCELLANEOUS

         A.      Subsection 10.6 of the Credit Agreement is hereby amended by
(i) deleting the word "or" immediately prior to clause (xiv) thereof and adding
the following immediately after the phrase "subsection 10.6" contained therein:

                 "; or (xv) changes in any manner the provisions contained in
subsection 7.7 with respect to any proposed acquisition by purchase or otherwise
of all or substantially all the business, property or fixed assets of, or stock
or other evidence of beneficial ownership of, any Person or any division or line
of business of any Person"

SECTION 1.6      AMENDMENTS TO EXHIBITS AND SCHEDULES.

         A.      Exhibit V of the Credit Agreement is hereby deleted and Exhibit
I hereto substituted therefor.

         B.      Exhibit XVII of the Credit Agreement is hereby deleted.

SECTION 2.       LIMITED WAIVER

                 Subject to the terms and conditions set forth herein and in
reliance on the representations and warranties of Company herein contained,
Lenders hereby waive compliance with the provisions of:

                 (a) subsection 6.11 of the Credit Agreement with respect to the
real property leases and subleases of Company and its Subsidiaries set forth on
Schedule 1 hereto for the period from and including November 30, 1996 to and
including January 31, 1997;

                 (b) subsection 8.2(i) of the Credit Agreement with respect to
the failure of Company to pay the promissory note payable to Lucent Technology,
Inc. for the period from and including November 30, 1996 to and including March
31, 1997;

                 (c) subsection 8.2(ii) of the Credit Agreement with respect to
the failure of Company to comply with Sections 6.3 and 6.4 of the Note Purchase
Agreement for the period from and including November 30, 1996 to and including
December 9, 1996; and

                 (d) subsection 8.5 of the Credit Agreement with respect to the
failure of Company to comply with subsection 6.11 of the Credit Agreement for
the period from and including November 30, 1996 to and including January 31,
1997.


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<PAGE>   8
SECTION 3.       CONDITIONS TO EFFECTIVENESS

                 This Amendment shall become effective as of November 30, 1996
only upon the satisfaction of all of the following conditions precedent (the
date of satisfaction of such conditions being referred to herein as the "SECOND
AMENDMENT DATE"):

         A.      Company shall deliver to Lenders (or to Administrative Agent
for Lenders with sufficient originally executed copies, where appropriate, for
each Lender and its counsel) the following:

                 1.       Certified copies of its Certificate of Incorporation,
         together with a good standing certificate from the Secretary of State
         of the State of Delaware, each dated a recent date prior to the Second
         Amendment Date;

                 2.       Copies of its Bylaws, certified as of November 30,
         1996 by its corporate secretary or an assistant secretary;

                 3.       Resolutions of its Board of Directors approving and
         authorizing the execution, delivery, and performance of this Amendment,
         certified as of November 30, 1996 by its corporate secretary or an
         assistant secretary as being in full force and effect without
         modification or amendment;

                 4.       Signature and incumbency certificates of its officers
         executing this Amendment dated as of November 30, 1996; and

                 5.       Executed copies of this Amendment.

         B.      Lenders and their respective counsel shall have received
originally executed copies of one or more favorable written opinions of Brobeck,
Phleger & Harrison, counsel for Company, in form and substance reasonably
satisfactory to Administrative Agent and its counsel, dated as of the Second
Amendment Date and setting forth substantially the matters in the opinions
designated in Exhibit II to this Amendment and as to such other matters as
Administrative Agent acting on behalf of Lenders may reasonably request.

         C.      On or before the Second Amendment Date, Administrative Agent,
on behalf of Lenders, shall have received an amount equal to the greater of (i)
$175,000 and (ii) 50% of the Net Asset Sale Proceeds from the sale of the
Inventory and equipment of Company's Texas operations pursuant to Section
2.4B(iii)(h) of the Credit Agreement.

         D.      On or before the Second Amendment Date, Administrative Agent,
on behalf of Lenders, shall have received duly executed copies of a letter
amending that certain Waiver and Amendment Agreement dated as of October 31,
1996 by and between Company and the parties to the Note Purchase Agreement, in
form and substance


                                        8
<PAGE>   9
satisfactory to Lenders to extend the waiver of Sections 6.3 and 6.4 of the Note
Purchase Agreement contained therein until December 9, 1996.

         E.      On or before the Second Amendment Date, all corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.

SECTION 4.       COMPANY'S REPRESENTATIONS AND WARRANTIES

                 In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
         A.      CORPORATE POWER AND AUTHORITY.  Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

         B.      AUTHORIZATION OF AGREEMENTS.  The execution and delivery of
this Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of Company, as the case
may be.

         C.      NO CONFLICT.  The execution and delivery by Company of this
Amendment and the performance of the Amended Agreement do not and will not (i)
violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, the Certificate or Articles of
Incorporation or Bylaws of Company or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding on Company
or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than any Liens created under
any of the Loan Documents in favor of Administrative Agent on behalf of
Lenders), or (iv) require any approval of stockholders or any approval or
consent of any Person under any Contractual Obligation of Company or any of its
Subsidiaries.

         D.      GOVERNMENTAL CONSENTS.  The execution and delivery by Company
of this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.


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<PAGE>   10
         E.      BINDING OBLIGATION.  This Amendment and the Amended Agreement
have been duly executed and delivered by Company and are the legally valid and
binding obligations of Company, enforceable against Company in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

         F.      INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. Except as set forth on Schedule 4F attached hereto, the
representations and warranties contained in Section 5 of the Credit Agreement
are and will be true, correct and complete in all material respects on and as of
November 30, 1996 to the same extent as though made on and as of that date,
except to the extent such representations and warranties specifically relate to
an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.

         G.      ABSENCE OF DEFAULT.  No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.

SECTION 5.       ACKNOWLEDGEMENT AND CONSENT

                 Company is a party to the Company Collateral Documents, in each
case as amended through the Second Amendment Date, pursuant to which Company has
created Liens in favor of Administrative Agent on certain Collateral to secure
the Obligations. Guarantors are a party to the Guaranty and the Subsidiary
Collateral Documents, in each case as amended through the Second Amendment Date,
pursuant to which each Guarantor has (i) guarantied the Obligations and (ii)
created Liens in favor of Administrative Agent on certain Collateral to secure
the obligations of such Guarantor under the Guaranty. Company and Guarantors are
collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the
Guaranty, the Company Collateral Documents and the Subsidiary Collateral
Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS".

                 Each Credit Support Party hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Amendment. Each Credit Support Party hereby confirms that each Credit Support
Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guaranty or secure, as the case may be, to the fullest
extent possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including, without
limitation, the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.


                                       10
<PAGE>   11
                 Each Credit Support Party acknowledges and agrees that any of
the Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Amended Agreement and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of November 30, 1996 to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.

                 Each Credit Support Party (other than Company) acknowledges and
agrees that (i) notwithstanding the conditions to effectiveness set forth in
this Amendment, such Credit Support Party is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the
Credit Agreement effected pursuant to this Amendment and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future amendments to the
Credit Agreement.

SECTION 6.       MISCELLANEOUS

         A.      REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
                 LOAN DOCUMENTS.

                 1. On and after November 30, 1996, each reference in the Credit
         Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
         of like import referring to the Credit Agreement, and each reference in
         the other Loan Documents to the "Credit Agreement", "thereunder",
         "thereof" or words of like import referring to the Credit Agreement
         shall mean and be a reference to the Amended Agreement.

                 2. Except as specifically amended by this Amendment, the Credit
         Agreement and the other Loan Documents shall remain in full force and
         effect and are hereby ratified and confirmed.

                 3. Without limiting the generality of the provisions of
         subsection 10.6 of the Credit Agreement, the waiver set forth above
         shall be limited precisely as written and relates solely to the
         noncompliance by Company with the provisions of subsections 2.4B(iii),
         6.11, 8.2(i), 8.2(ii) and 8.5 of the Credit Agreement in the manner and
         to the extent described above. Nothing in this Waiver shall be deemed
         to:

                 (i) constitute a waiver of compliance by Company with respect
         to (i) subsections 2.4B(iii), 6.11, 8.2(i), 8.2(ii) or 8.5 of the
         Credit Agreement in any


                                       11
<PAGE>   12
         other instance or (ii) any other term, provision or condition of the
         Credit Agreement or any other instrument or agreement referred to
         therein; or

                 (ii) prejudice any right or remedy that Administrative Agent
         or any Lender may now have (except to the extent such right or remedy
         was based upon existing defaults that will not exist after giving
         effect to this Waiver) or may have in the future under or in connection
         with the Credit Agreement or any other instrument or agreement referred
         to therein.

         B.      FEES AND EXPENSES.  Company acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.

         C.      HEADINGS.  Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

         D.      APPLICABLE LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         E.      COUNTERPARTS; EFFECTIVENESS.  This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.


                                       12
<PAGE>   13
                 IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                   THE CERPLEX GROUP, INC.


                                   By:
                                       ----------------------------------------
                                   Title:
                                          -------------------------------------


                                   CERTECH TECHNOLOGY, INC. (for purposes
                                   of Section 5 only) as a Credit Support Party


                                   By:
                                       ----------------------------------------
                                   Title:
                                          -------------------------------------


                                   CERPLEX MASS., INC. (for purposes of
                                   Section 5 only) as a Credit Support Party


                                   By:
                                       ----------------------------------------
                                   Title:
                                          -------------------------------------


                                   CERPLEX LIMITED (for purposes of Section 5
                                   only) as a Credit Support Party


                                   By:
                                       ----------------------------------------
                                   Title:
                                          -------------------------------------


                                   APEX COMPUTER COMPANY (for purposes
                                   of Section 5 only) as a Credit Support Party


                                   By:
                                       ----------------------------------------
                                   Title:
                                          -------------------------------------


                                            Second Amendment to Credit Agreement

                                       S-1
<PAGE>   14
                                CERPLEX SUBSIDIARY, INC. (for purposes of
                                Section 5 only) as a Credit Support Party


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                PERIPHERAL COMPUTER SUPPORT, INC.
                                (for purposes of Section 5 only) as a Credit
                                Support Party


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                MODCOMP/CERPLEX L.P. (for purposes of
                                Section 5 only) as a Credit Support Party


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                MODCOMP JOINT VENTURE, INC. (for
                                purposes of Section 5 only) as a Credit Support
                                Party


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                MODULAR COMPUTER SERVICES, INC.
                                (for purposes of Section 5 only) as a Credit
                                Support Party


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                            Second Amendment to Credit Agreement

                                       S-2
<PAGE>   15
                                MODULAR COMPUTER SYSTEMS GMBH
                                (for purposes of Section 5 only)
                                as a Credit Support Party


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                MODCOMP FRANCE S.A. (for purposes of
                                Section 5 only) as a Credit Support Party


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                WELLS FARGO BANK, NATIONAL
                                ASSOCIATION, INDIVIDUALLY AND AS
                                ADMINISTRATIVE AGENT


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                SUMITOMO BANK OF CALIFORNIA, AS A
                                LENDER


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                BHF-BANK AKTIENGESELLSCHAFT, AS A
                                LENDER


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                            Second Amendment to Credit Agreement

                                       S-3
<PAGE>   16
                                COMERICA BANK- CALIFORNIA, AS A
                                LENDER


                                By:
                                    ----------------------------------------
                                Title:
                                       -------------------------------------


                                            Second Amendment to Credit Agreement

                                       S-4