0000950137-05-003227 Sample Contracts

AMENDMENT NO. 1 to MORTGAGE NOTE
Mortgage Note • March 17th, 2005 • Metalico Inc • Primary smelting & refining of nonferrous metals

This Amendment No. 1 (this “Amendment”) is entered into as of February 5, 2005, with reference to that certain Mortgage Note in the original principal amount of $300,000 dated February 6, 2004 (the “Note”) made by Metalico, Inc. (“Maker”) to Michael J. Drury (“Payee”). The parties hereto hereby agree as follows.

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METALICO, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
Employee Incentive Stock Option Agreement • March 17th, 2005 • Metalico Inc • Primary smelting & refining of nonferrous metals • Delaware

Metalico, Inc. (the “Company”), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company’s common stock, to provide the Grantee with an added incentive as an employee of the Company or of one or more of its subsidiaries, hereby grants to Grantee, and the Grantee hereby accepts, an option to purchase the number of such shares optioned as specified below, during the term ending at midnight (prevailing local time at the Company’s principal offices) on the expiration date of this Option specified below, at the option exercise price specified below, subject to the provisions of the Metalico, Inc. 1997 Long-Term Incentive Plan and upon the following terms and conditions:

AMENDMENT NO. 1 to DEMAND NOTE
Demand Note • March 17th, 2005 • Metalico Inc • Primary smelting & refining of nonferrous metals

This Amendment No. 1 (this “Amendment”) is entered into as of February 9, 2005, with reference to that certain Demand Note in the original principal amount of $700,000 dated February 9, 2004 (the “Note”) made by Metalico, Inc. (“Maker”) to Carlos E. Agüero (“Payee”). The parties hereto hereby agree as follows.

AMENDMENT NO. 1 to MORTGAGE NOTE
Mortgage Note • March 17th, 2005 • Metalico Inc • Primary smelting & refining of nonferrous metals

This Amendment No. 1 (this “Amendment”) is entered into as of February 5, 2005, with reference to that certain Mortgage Note in the original principal amount of $600,000 dated February 6, 2004 (the “Note”) made by Metalico, Inc. (“Maker”) to Carlos E. Agüero (“Payee”). The parties hereto hereby agree as follows.

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