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                                                                  EXHIBIT 10.2.5



[GREYROCK BUSINESS CREDIT LETTERHEAD]



                             SECURED PROMISSORY NOTE

$36,000,000                  Los Angeles, California              APRIL 30, 1998

        FOR VALUE RECEIVED, the undersigned (jointly and severally, the
Borrower) promises to pay to the order of GREYROCK BUSINESS CREDIT (GBC), at
10880 Wilshire Blvd., Suite 950, Los Angeles, CA 90024, or at such other address
as the holder of this Note shall direct, the principal sum of $36,000,000,
payable on the earlier of the following dates (the Maturity Date): (i) APRIL 30,
1999, or (ii) the date the Loan and Security Agreement between the Borrower and
GBC dated APRIL 30, 1998 (the Loan Agreement) terminates by its terms or is
terminated by either party in accordance with its terms. On the Maturity Date
the entire remaining unpaid principal balance of this Note, plus any and all
accrued and unpaid interest, shall be due and payable.

        This Note shall bear interest on the unpaid principal balance hereof
from time to time outstanding at a rate equal to the following: The interest
rate in effect throughout each calendar month during the term of this Note shall
be the highest LIBOR Rate in effect during such month, plus 4.50% per annum,
provided that the interest rate in effect in each month shall not be less than
9% per annum. Interest shall be calculated on the basis of a 360-day year for
the actual number of days elapsed. LIBOR Rate has the meaning set forth in the
Loan Agreement.

        Accrued interest on this Note shall be payable monthly, in addition to
the principal payments provided above, commencing on MAY 31, 1998, and
continuing on the last day of each succeeding month. Any accrued interest not
paid when due shall bear interest at the same rate as the principal hereunder.

        Principal of and interest on this Note shall be payable in lawful money
of the United States of America. If a payment hereunder becomes due and payable
on a Saturday, Sunday or legal holiday, the due date thereof shall be extended
to the next succeeding business day, and interest shall be payable thereon
during such extension.

        In the event any payment of principal or interest on this Note is not
paid in full when due, or if any other Event of Default (as such term is defined
in the Loan Agreement) has occurred and is continuing, or if any other event of
default occurs and is continuing under any other present or future instrument,
document, or agreement between the Borrower and GBC (after expiration of any
applicable grace period set forth therein) which would entitle GBC to accelerate
the maturity of any indebtedness of Borrower to GBC (collectively, Events of
Default), GBC may, at its option, at any time thereafter, declare the entire
unpaid principal balance of this Note plus all accrued interest to be
immediately due and payable, without notice or demand. The acceptance of any
installment of principal or interest by GBC after the time when it becomes due,
as herein specified, shall not be held to establish a custom, or to waive any
rights of GBC to enforce payment when due of any further installments or any
other rights, nor shall any failure or delay to exercise any rights be held to
waive the same.

        All payments hereunder are to be applied first to costs and fees
referred to hereunder, second to the payment of accrued interest and the
remaining balance to the payment of principal. Any principal prepayment
hereunder shall be applied against principal payments in the inverse order of
maturity. GBC shall have the continuing and exclusive right to apply or reverse
and reapply any and all payments hereunder.

        The Borrower agrees to pay all reasonable costs and expenses (including
without limitation reasonable attorney's fees) incurred by GBC in connection
with or related to this Note, or its



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enforcement, whether or not suit be brought. The Borrower hereby waives
presentment, demand for payment, notice of dishonor, notice of nonpayment,
protest, notice of protest, and any and all other notices and demands in
connection with the delivery, acceptance, performance, default, or enforcement
of this Note, and the Borrower hereby waives the benefits of any statute of
limitations with respect to any action to enforce, or otherwise related to, this
Note.

        This Note is secured by the Loan Agreement and all other present and
future security agreements between the Borrower and GBC. Nothing herein shall be
deemed to limit any of the terms or provisions of the Loan Agreement or any
other present or future document, instrument or agreement, between the Borrower
and GBC, and all of GBC's rights and remedies hereunder and thereunder are
cumulative.

        In the event any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, the same shall not
affect any other provision of this Note and the remaining provisions of this
Note shall remain in full force and effect.

        No waiver or modification of any of the terms or provisions of this Note
shall be valid or binding unless set forth in a writing signed by a duly
authorized officer of GBC, and then only to the extent therein specifically set
forth. If more than one person executes this Note, their obligations hereunder
shall be joint and several.

GBC AND BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS NOTE;
OR (II) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN GBC AND
BORROWER; OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF GBC OR BORROWER OR ANY OF
THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS
AFFILIATED WITH GBC OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

        This Note is payable in, and shall be governed by the laws of, the State
of California.

  THE CERPLEX GROUP, INC.                     CERPLEX, INC.



  By_______________________________           By_______________________________
        President or Vice President                 President or Vice President

  By_______________________________           By_______________________________
        Secretary or Ass't Secretary                Secretary or Ass't Secretary

  AURORA ELECTRONICS GROUP, INC.              CERPLEX MASS, INC.



  By_______________________________           By_______________________________
        President or Vice President                 President or Vice President

  By_______________________________           By_______________________________
        Secretary or Ass't Secretary                Secretary or Ass't Secretary



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