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                                                                    EXHIBIT 10.2

                                 METALICO, INC.

                           SECOND AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

      This Second Amended and Restated Registration Rights Agreement dated as of
May ___, 2004 (this "Agreement"), among Metalico, Inc., a Delaware corporation
(the "Company"), and the Persons executing a counterpart of this Agreement
listed as Holders on the signature pages of this Agreement. This Agreement
amends and restates in its entirety that certain Amended and Restated
Registration Rights Agreement dated as of May 31, 2001 by and among the Company
and the Holders.

                              PRELIMINARY STATEMENT

      Pursuant to that certain Exchange Agreement of even date herewith among
the Company and the Holders (the "Exchange Agreement"), the Holders are
exchanging their shares of existing preferred stock in the Company for shares of
Preferred.

      To induce the Holders to consummate the transactions contemplated by the
Exchange Agreement and in consideration of the mutual representations and
agreements set forth in this Agreement, the Company and the Holders agree as
follows:

                                    AGREEMENT

      SECTION 1. Definitions.

      As used in this Agreement, the following terms shall have the following
meanings:

      "Affiliate" means any entity controlling, controlled by or under common
control with a designated Person. For the purposes of this definition, "control"
shall have the meaning specified as of the date of this Agreement for that word
in Rule 405 promulgated by the Commission under the Securities Act.

      "Board" means the Board of Directors of the Company.

      "Common" means the Company's Common Stock, $.001 par value per share.

      "Commission" means the Securities and Exchange Commission, and any
successor thereto.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Holders" means (a) holders as of the date of this Agreement of
Registrable Common, each of whom is a party to this Agreement, and (b) any
subsequent legal or beneficial owner of Registrable Common who has become a
party to this Agreement in accordance with Section 12 of this Agreement.

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      "Investors" means Apex Investment Fund III, LP, a Delaware limited
partnership; Apex Strategic Partners, LLC, a Delaware limited liability company;
Infrastructure & Environmental Private Equity Fund III, LP; a Delaware limited
partnership; Environmental & Information Technology Private Equity Fund III, a
civil partnership with limitation of liability established under the laws of the
Federal Republic of Germany; The Productivity Fund III, L.P., a Delaware limited
partnership; RFE Investment Partners V, L.P., a Delaware limited partnership;
Seacoast Capital Partners Limited Partnership, a Delaware limited partnership;
Argentum Capital Partners, L.P., a Delaware limited partnership; Argentum
Capital Partners II, L.P., a Delaware limited partnership; Kitty Hawk Limited
Partnership IV, a Delaware limited partnership; and United Alloys and Steel
Corp.

      "Management Holders" means Carlos Aguero, Dankris Holdings, LLC, Michael
Drury, and Eric Finlayson.

      "Person" means an individual, partnership, corporation, business trust,
limited liability company, joint stock company, trust, unincorporated
association, joint venture, or other entity of whatever nature.

      "Preferred" means (a) the outstanding shares of the Company's Preferred
Stock, $.001 par value, and (b) any Securities issued as a dividend or other
distribution with respect to, or in replacement of, any such shares of Preferred
Stock except shares of Registrable Common.

      "Registrable Common" means (a) any shares of Common then outstanding which
were issued upon conversion of Preferred; (b) any shares of Common then issuable
upon conversion of then-outstanding Preferred; (c) any shares of Common then
outstanding which were issued as, or were issued directly or indirectly upon the
conversion of other Securities issued as, a dividend or other distribution with
respect to, or in replacement of, Preferred or other Registrable Common; (d) any
shares of Common then issuable directly or indirectly upon the conversion or
exercise of other Securities issued as a dividend or other distribution with
respect to, or in replacement of, Preferred or other Registrable Common; and (e)
any other shares of Common then outstanding which are issued in the name of a
Holder or a permitted assignee of a Holder (provided such assignee has become
party to this Agreement in accordance with Section 12 below); provided, however,
that outstanding shares of Common shall no longer be Registrable Common when
they shall have been (i) effectively registered under the Securities Act and
sold by the holder thereof in accordance with such registration, or (ii) sold to
the public pursuant to Rule 144.

      "Rule 144" means Rule 144 promulgated by the Commission under the
Securities Act, as such rule may be amended from time to time, or any successor
Rule thereto.

      "Securities" means any debt or equity securities of the Company, whether
now or hereafter authorized, and any instrument convertible into, or exercisable
or exchangeable for, Securities or a Security.

      "Securities Act" means the Securities Act of 1933, as amended.

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      "Short Form" means Form S-2 or Form S-3 under the Securities Act, and any
other form promulgated after the date of this Agreement applicable in
circumstances substantially comparable to either of those forms, regardless of
its designation.

      SECTION 2. REGISTRATIONS ON LONG FORMS.

      2.1 By a written notice to the Company at any time after six (6) months
after the effective date of the first registration statement filed by the
Company covering a public offering of its Securities, the Investors owning at
least 50% of the Registrable Common issued and issuable to Investors may from
time to time request that the Company register any Registrable Common specified
in the notice, under the Securities Act and under other relevant securities
laws, for disposition in accordance with methods stated in the notice.

      2.2 When it receives a registration notice under Section 2.1, the Company
shall promptly deliver a copy of the registration notice to each Holder who is
not a party to the registration notice, each of whom may then specify, by prompt
notice to the Company, a number of shares of Registrable Common held by or
issuable to it which it wishes to include in any registration pursuant to the
registration notice under Section 2.1.

      2.3 When it receives a registration notice under Section 2.1, the Company
shall use its best efforts (a) to file a registration statement under the
Securities Act as soon as practicable, and in any event within sixty (60) days
of the receipt of such request, and (b) to effect the registration under the
Securities Act of Registrable Common specified in the registration notice under
Section 2.1 and subsequent notices under Section 2.2 that are received within
twenty (20) days after the mailing of the notices under Section 2.2, all to the
extent requisite to permit disposition by such Investors in accordance with the
intended methods of disposition described in the registration notice.

      SECTION 3. REGISTRATIONS ON SHORT FORMS.

      3.1 If at any time the Company is a registrant entitled to use a Short
Form to register Registrable Common, Holders of at least 50% of the Registrable
Common may, by a written notice to the Company, request that the Company
register such Holder's Registrable Common specified in the notice on a Short
Form.

      3.2 When it receives a notice under this Section 3, the Company shall use
its best efforts to effect the expeditious registration under the Securities
Act, on the Short Form specified in the notice, of Registrable Common specified
in the notice.

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      SECTION 4. INCIDENTAL REGISTRATION. The Company shall give at least sixty
(60) days' advance written notice to each Holder of the Company's intention to
register any of its Securities under the Securities Act. Each Holder may then
specify, by prompt notice to the Company, a number of shares of Registrable
Common held by it which it wishes to include in the Company's proposed
registration. Subject to the market cutback limitations of Section 9, the
Company will use its best efforts to effect the registration under the
Securities Act of Registrable Common specified by Holders under this Section 4.

      SECTION 5. LIMITATIONS ON REGISTRATION RIGHTS. Notwithstanding any
contrary provisions of this Agreement:

      (a) the Company shall not be required to effect more than two (2)
registrations pursuant to Section 2 (provided, however, that a demand for
registration shall not count as a registration permitted pursuant to Section 2
under this clause (a) if either (i) the registration statement filed with
respect to such registration is not declared effective by the Commission, or
(ii) the Holders requesting registration of Registrable Common under Sections
2.1 and 2.2 do not register and sell at least 90% of the Registrable Common they
have requested be registered in such registration for reasons other than their
voluntary decision not to do so); and

      (b) Section 4 shall not apply to a registration effected solely to
implement an employee benefit plan or to any other form or type of registration
which does not permit inclusion of Registrable Common pursuant to Commission
rule or practice; and

      (c) the Company shall be permitted to delay effecting a registration
pursuant to Section 2 for up to 180 days after receipt of a registration notice
from the Investors if and for so long as the Company reasonably believes such
registration would interfere with a material acquisition, provided such delay
may only be implemented once.

      SECTION 6. REGISTRATION PROCEDURES.

      6.1 Whenever the Company is required by the provisions of this Agreement
to use its best efforts to effect the registration of any Registrable Common
under the Securities Act, the Company will, as expeditiously as possible:

      (a) in the case of a registration required under Section 2, engage the
underwriters recommended by the Chief Executive Officer of the Company and
approved by majority vote of the Board;

      (b) before filing each registration statement or prospectus or amendment
or supplement thereto with the Commission, furnish counsel for the sellers with
copies of all such documents proposed to be filed, which shall be subject to the
reasonable approval of such counsel;

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      (c) prepare and file with the Commission a registration statement with
respect to such Registrable Common and use its best efforts to cause such
registration statement to become and remain effective for the period provided in
Section 6.2;

      (d) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to the sale or other
disposition of all Registrable Common covered by such registration statement in
accordance with the intended methods of disposition set forth in such
registration statement;

      (e) prepare and promptly file with the Commission, and notify each seller
of such Registrable Common immediately after the filing of, such amendment or
supplement to such registration statement or prospectus as may be necessary to
correct any statements or omissions if, during such periods as a prospectus
relating to such Securities is required to be delivered under the Securities
Act, any event shall have occurred as the result of which any such prospectus or
any other prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading, and notify each seller immediately after its discovery of such
event;

      (f) furnish to the underwriters and each seller of such Registrable Common
such numbers of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such
underwriters or seller may reasonably request in order to facilitate the
disposition of the Registrable Common subject to such registration statement in
accordance with such registration statement;

      (g) use its best efforts to register or qualify any Registrable Common
covered by such registration statement under the securities or blue sky laws of
such jurisdictions within the United States of America as the seller or the
underwriters reasonably request, and to take any other acts which a seller or
the underwriters may reasonably request under such securities or blue sky laws
to enable the consummation of the disposition in such jurisdictions of such
Registrable Common (provided, however, that the Company may not be required
under this Agreement (i) to qualify generally to do business as a foreign
corporation in any jurisdiction in which it would not otherwise be required to
qualify, or (ii) to subject itself to taxation in any such jurisdiction, or
(iii) to consent to general service of process in any such jurisdiction);

      (h) provide a transfer agent and registrar for all Registrable Common sold
under the registration not later than the effective date of the registration
statement;

      (i) use its best efforts to cause all Registrable Common sold under the
registration to be listed on each securities exchange or to be qualified and
eligible for trading in any automated

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quotation system, if any, on which similar Securities issued by the Company are
then listed or traded or, if no such listing or qualification has then occurred,
to cause such Securities to be so listed or qualified on an exchange or in a
trading system that is reasonably acceptable to the Holders of Registrable
Common;

      (j) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the
underwriters, if any, or the Holders of more than 50% of the Registrable Common
being sold reasonably request in order to expedite or facilitate the disposition
of such Registrable Common (including, without limitation, effecting a stock
split or a combination of shares); and

      (k) make available for inspection by the sellers of Registrable Common,
any underwriter participating in any disposition pursuant to such registration
statement, and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such seller or underwriter in connection with such
registration statement, all subject to such limitations as the Company
reasonably deems appropriate in order to protect the Company's confidential or
proprietary information.

      6.2 Notwithstanding any contrary provision of this Section 6, the Company
shall only be required to use its best efforts to maintain the effectiveness of
any registration statement for a period of 180 days or until the sellers have
sold or otherwise disposed of their Registrable Common registered under such
registration statement, whichever is earlier.

      6.3 It shall be a condition precedent to the inclusion of the Registrable
Common of any Holder in a registration effected pursuant to this Agreement that
such Holder shall (a) furnish to the Company such information regarding such
Holder, the Registrable Common of such Holder to be registered and the intended
method of disposition of such Registrable Common, and (b) execute such
indemnities, underwriting agreements, lockups (as required by Section 10) and
other documents as the Company or the managing underwriter shall reasonably
request in order to satisfy the requirements applicable to such registration.

      SECTION 7. EXPENSES. The Company shall pay all expenses incurred in
effecting all registrations of Registrable Common provided for in Sections 2, 3
and 4 of this Agreement, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel for the
Company, reasonable fees and disbursements of a single counsel for the sellers
selected by the Holders (such counsel's fees and disbursements not to exceed
$25,000), underwriting expenses other than discounts and commissions, expenses
of any audits incident to or required by any such registration, and expenses of
complying with the securities or blue sky laws of any jurisdictions pursuant to
Section 6.1(g) of this Agreement.

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      SECTION 8. INDEMNIFICATION.

      8.1 In the event of any registration of any of its Registrable Common
under the Securities Act pursuant to this Agreement, the Company agrees, to the
extent permitted by law, to indemnify and hold harmless each seller of
Registrable Common, and each Affiliate of such seller, against any losses,
claims, damages or liabilities, joint or several, arising out of or based upon:

      (a) any alleged untrue statement of any material fact contained, on the
effective date thereof, in any registration statement under which such
Securities were registered under the Securities Act, any preliminary prospectus
or final prospectus contained therein, or any summary prospectus contained
therein, or any Securities being registered, or any amendment or supplement
thereto, or

      (b) any alleged omission to state in any such document a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as any such loss, claim, damage or liability is:

      (x) caused by or contained in any information furnished in writing to the
      Company by such seller expressly for use in connection with such
      registration, or

      (y) caused by such seller's failure to deliver a copy of the registration
      statement or prospectus or any amendment or supplement thereto as required
      by the Securities Act or the rules or regulations thereunder, or

      (z) caused by the use of a prospectus or preliminary prospectus or any
      amendment or supplement thereto after receipt of notice from the Company
      that it should no longer be used.

In connection with an underwritten offering, the Company will indemnify such
underwriters, their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters to the same extent as
provided above with respect to the sellers of Registrable Common. The Company
shall reimburse each Person indemnified pursuant to this Section 8.1 in
connection with investigating or defending any loss, claim, damage, liability or
action indemnified against. The reimbursements required by this Section 8.1
shall be made by periodic payments during the course of the investigation or
defense, as and when bills are received or expenses incurred. The indemnities
provided pursuant to this Section 8.1 shall remain in force and effect
regardless of any investigation made by or on behalf of the indemnified party
and shall survive transfer of Registrable Common by a seller.

      8.2 In the event of any registration of any Registrable Common under the
Securities Act pursuant to this Agreement, each Holder agrees to furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any registration statement or prospectus in
connection with the registration or any amendment or supplement thereto.

      8.3 To the extent permitted by law, and subject to the limitation set
forth in the last

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sentence of this Section 8.3, each Holder which is a seller of Registrable
Common in a registration pursuant to this Agreement agrees severally and not
jointly to indemnify and hold harmless the Company, its directors and officers,
each other seller of Securities in such registration, each Affiliate of each
such other seller, and each Affiliate of the Company, against:

      (a) any losses, claims, damages or liabilities, joint or several, arising
out of or based upon:

      (i)   any alleged untrue statement of any material fact contained, on the
            effective date thereof, in any registration statement under which
            such Securities were registered under the Securities Act, any
            preliminary prospectus or final prospectus contained therein, or any
            summary prospectus contained therein, or any Securities being
            registered, or any amendment or supplement thereto, or

      (ii)  any alleged omission to state in any such document a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading,

      but only insofar as any such loss, claim, damage or liability is caused by
      or contained in any information furnished in writing to the Company by the
      indemnifying seller expressly for use in connection with such
      registration, and excluding any such loss, claim, damage or liability
      which is caused by or contained in such statements, or caused by such
      omissions, based upon the authority of an expert as defined in the
      Securities Act (but only if the indemnifying seller had no grounds to
      believe, and did not believe, that the statements made on the authority of
      an expert were untrue or that there was an omission to state a material
      fact); and

      (b) any losses, claims, damages or liabilities, joint or several, arising
out of or based upon any failure by such seller to deliver a copy of the
registration statement or prospectus or any amendment or supplement thereto as
required by the Securities Act or the rules or regulations thereunder.

In connection with an underwritten offering, each seller will indemnify such
underwriters, their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters to the same extent as
provided above with respect to the Company and other sellers. Each seller shall
reimburse each Person indemnified pursuant to this Section 8.3 in connection
with investigating or defending any loss, claim, damage, liability or action
indemnified against. The reimbursements required by this Section 8.3 shall be
made by periodic payments during the course of the investigation or defense, as
and when bills are received or expenses incurred. The indemnities provided
pursuant to this Section 8.3 shall remain in force and effect regardless of any
investigation made by or on behalf of the indemnified party and shall survive
transfer of Registrable Common by an indemnifying seller, and transfer of other
Securities by any other indemnified seller. Notwithstanding any contrary
provision of this Agreement, however, the liability under this Section 8 of each
Holder which is a seller of Registrable Common shall be limited in the
aggregate, with respect to the claims of all

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indemnified Persons taken as a whole, not to exceed the amount of proceeds to
the indemnifying seller from the sale of the Registrable Common sold by the
indemnifying seller.

      8.4 Indemnification similar to that specified in Sections 8.1 and 8.3
(with such modifications as shall be appropriate) shall be given by the Company
and each Holder of any Registrable Common covered by any registration or other
qualification of Securities under any federal or state securities law or
regulation other than the Securities Act with respect to any such registration
or other qualification effected pursuant to this Agreement.

      8.5 In the event the Company or any Holder receives a complaint, claim or
other notice of any loss, claim or damage, liability or action, giving rise to
claim for indemnification under this Section 8, the Person claiming
indemnification shall promptly notify the Person against whom indemnification is
sought of such complaint, notice, claim or action, and such indemnifying Person
shall have the right to investigate and defend any such loss, claim, damage,
liability or action. The Person claiming indemnification shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof but the fees and expenses of such counsel shall not be at the expense of
the Person against whom indemnification is sought (unless the Person claiming
indemnification reasonably believes that the ability of the counsel defending
such action to defend such Person's interests therein is affected adversely and
materially by a conflict of interest) and the indemnifying Person shall not be
obligated to indemnify any Person for any settlement of any claim or action
effected without the indemnifying Person's consent, which consent will not be
unreasonably withheld.

      SECTION 9. MARKETING RESTRICTIONS.

      9.1 If:

      (a) a registration is to be made pursuant to a registration notice under
Section 2, and (b) the offering proposed to be made is to be an underwritten
public offering, and (c) in the opinion of the managing underwriters of such
public offering, the total amount of Securities to be included in such offering
would exceed the maximum number of shares of Common which can be marketed
without otherwise materially and adversely affecting such offering, then the
rights of the Holders to participate in such offering shall be in the following
order of priority:

            First: the Holders shall be entitled to participate in such offering
      pro rata among themselves in accordance with their respective aggregate
      cost basis of the shares of Registrable Common which each such Holder
      shall have requested to be registered until each such Holder has had the
      opportunity to sell a number of shares of Registrable Common equal to such
      cost basis divided by the offering price; and then

            Second: the Holders shall be entitled to participate in such
      offering pro rata among themselves in accordance with the remaining number
      of shares of Registrable Common which each such Holder shall have
      requested to be registered; and then

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            Third: if such maximum number of shares of Common exceeds the
      aggregate number of shares of Registrable Common that all such Investors
      shall have requested be registered, all holders of other Securities having
      the right to include such Securities in such registration shall be
      entitled to participate pro rata in accordance with the number of shares
      proposed to be registered by them or otherwise allocated as they may
      agree;

      and no Securities (issued or unissued) other than those registered and
      included in the underwritten offering shall be offered for sale or other
      disposition by any Holder in a transaction which would require
      registration under the Securities Act until the expiration of 180 days
      after the effective date of the registration statement filed in connection
      with such registration or such earlier time consented to by the managing
      underwriter.

      9.2 If:

      (a) a registration is to be made pursuant to a registration notice under
Section 3 or a Holder requests registration under Section 4 of this Agreement,
and

      (b) the offering proposed to be made is to be an underwritten public
offering, and

      (c) in the opinion of the managing underwriters of such public offering,
the total amount of Securities to be included in such offering would exceed the
maximum number of shares of Common which can be marketed without otherwise
materially and adversely affecting such offering, then the rights of the
Holders, of the holders of other Securities having the right to include Common
in such registration and of the Company to participate in such offering shall be
in the following order of priority:

            First: the Company shall be entitled to include such shares of
      Common as it wishes to include in the offering; provided that the Company
      shall not be entitled to include Securities in an offering effected
      pursuant to Section 3 hereof unless and until all Registrable Common that
      the Holders desire to include in such offering has been so included
      pursuant to this Agreement, and provided further that the Company may
      assign to Persons (other than Holders) holding Common the right to include
      such Persons' Common in the offering, up to a maximum of 10% of the Common
      otherwise proposed to be included by the Company under this paragraph
      First; and then

            Second: the Holders shall be entitled to participate in such
      offering pro rata among themselves in accordance with their respective
      aggregate cost basis of the shares of Registrable Common which each such
      Holder shall have requested to be registered until each such Holder has
      had the opportunity to sell a number of shares of Registrable Common equal
      to such cost basis divided by the offering price; and then

            Third: the Holders shall be entitled to participate in such offering
      pro rata among themselves in accordance with the remaining number of
      shares of Registrable Common which each such Holder shall have requested
      to be registered; and then

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            Fourth: if such maximum number of shares of Common exceeds the
      aggregate number of shares of Registrable Common that all such Holders
      shall have requested be registered, all holders of other Securities having
      the right to include such Securities in such registration shall be
      entitled to participate pro rata in accordance with the number of shares
      proposed to be registered by them or otherwise allocated as they may
      agree;

and no Securities (issued or unissued) other than those registered and included
in the underwritten offering shall be offered for sale or other disposition by
any Holder in a transaction which would require registration under the
Securities Act until the expiration of 180 days after the effective date of the
registration statement filed in connection with such registration or such
earlier time consented to by the managing underwriter.

      9.3 In connection with any offering involving an underwriting of
Registrable Common pursuant to Section 4 of this Agreement, the Company shall
not be required to include any of the Registrable Common of a Holder in such
offering unless such Holder agrees to the terms of the underwriting agreed to
between the Company and the underwriter or underwriters selected by the Company.

      SECTION 10. LOCKUP AGREEMENT. Each Holder agrees in connection with any
registration of any of the Securities that, upon the request of the Company or
the underwriters managing any underwritten offering of the Securities, such
Holder will not sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any Securities (other than the Securities
included in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
180 days) from the effective date of such registration as the Company or the
underwriters may specify.

      SECTION 11. COMPLIANCE WITH RULE 144. In the event that the Company (a)
registers a class of Securities under Section 12 of the Exchange Act, (b) issues
an offering circular meeting the requirements of Regulation A under the
Securities Act or (c) commences to file reports under Section 13 or 15(d) of the
Exchange Act, then at the request of any Holder who proposes to sell Securities
in compliance with Rule 144, the Company shall, to the extent necessary to
enable such Holder to comply with such Rule, (y) forthwith furnish to such
Holder a written statement of compliance with the filing requirements of the
Commission as set forth in Rule 144 and (z) make available to the public and
such Holders such information as will enable the Holders to make sales pursuant
to Rule 144.

      SECTION 12. ASSIGNABILITY OF REGISTRATION RIGHTS. The rights set forth in
this Agreement shall accrue to each subsequent Holder of Registrable Common who
shall have executed a written consent agreeing to be bound by the terms and
conditions of this Agreement as a party to this Agreement.

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      SECTION 13. DESIGNATION OF UNDERWRITER. In the case of any registration
effected pursuant to Section 2 or 3, the managing underwriters and any other
investment banking advisers engaged by the Company shall be such managing
underwriters and investment banking advisors recommended by the Company's Chief
Executive Officer and approved by majority vote of the Board.

      SECTION 14. MISCELLANEOUS.

      14.1 Amendment. This Agreement may be amended to add Holders to this
Agreement, to grant rights to Holders under this Agreement or consent to rights
of other holders of Securities of the Company, superior to, on parity with, or
junior to the rights of the Holders of Registrable Common, or to effect any
other amendment to or waiver under this Agreement, by a written agreement signed
by all of the following:

      (a) the Company, and

      (b) the Investors holding more than 50% of the Registrable Common issued
and issuable to all Investors, and

      (c) the Holders of more than 50% of the Registrable Common issued and
issuable.

      14.2 Severability. In the event that any court or any governmental
authority or agency declares all or any part of any Section of this Agreement to
be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate any other Section of this Agreement, and in the event that only a
portion of any Section is so declared to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate the balance of such
Section.

      14.3 Successors and Assigns. All representations, warranties, covenants
and agreements of the parties contained in this Agreement or made in writing in
connection herewith, shall, except as otherwise provided herein, be binding upon
and inure to the benefit of their respective successors and assigns. In
addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the benefit of the Holders or other
Holders of Securities are also for the benefit of, and enforceable by, any
subsequent Holders of Securities, except any subsequent Holder who acquires any
such security after such Security has been sold to the public pursuant to an
effective registration statement under the Securities Act or in a sale under
Rule 144.

      14.4 Notices. All communications in connection with this Agreement shall
be in writing and shall be deemed properly given if hand delivered or sent by
telecopier (provided that such communication is confirmed by same-day deposit in
the United States mail) or overnight courier with adequate evidence of delivery
or sent by registered or certified mail, return receipt requested, and, if to a
Holder, addressed to such Holder's address as shown on the books of the

                                      -12-
<PAGE>

Company or its transfer agent, and if to the Company, at its offices at:

      Metalico, Inc.
      186 North Avenue East
      Cranford, New Jersey  07016
      Attention: Chief Executive Officer
      Fax: (908) 497-1097

or such other addresses or Persons as the recipient shall have designated to the
sender by a written notice given in accordance with this Section. Any notice
called for hereunder shall be deemed given when received.

      14.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements
between Delaware residents entered into and to be performed entirely within
Delaware.

      14.6 Counterparts. This Agreement may be executed in two or more
counterparts and by facsimile signature, each of which shall be deemed an
original but all of which shall together constitute one and the same Agreement.
A written consent executed pursuant to Section 12 of this Agreement shall be
deemed to be part of, and constitute a counterpart of, this Agreement.

      14.7 Headings. The headings used herein are solely for the convenience of
the parties and shall not control or affect the meaning or construction of any
provisions hereof.

      14.8 Entire Agreement. This Agreement and the other documents and
agreements executed by the parties hereto on this date or referred to herein
together constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter referred to herein and therein, and there are
no restrictions, promises, representations, warranties, covenants, or
undertakings with respect to the subject matter hereof, other than those
expressly set forth or referred to herein or therein. This Agreement supersedes
all prior agreements and understandings between the parties hereto with respect
to the subject matter hereof.

      14.9 Arbitration. Any dispute arising in connection with this Agreement
shall be submitted to binding arbitration in accordance with Section 7.11 of the
Exchange Agreement.

      14.10 Construction and Representation. The parties understand and
acknowledge that they have each been represented by (or have had the opportunity
to be represented by) counsel in connection with the preparation, execution and
delivery of this Agreement. This Agreement shall not be construed against any
party for having drafted it.

                                      -13-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and
Restated Registration Rights Agreement to be executed on the day first above
written.

THE COMPANY:          METALICO, INC., a Delaware corporation

                      By:______________________________________________
                            Carlos E. Aguero, Chief Executive Officer

HOLDERS:
Investors:            APEX INVESTMENT FUND III, LP

                      By: Apex Management III, LLC, its General Partner

                      By: First Analysis Apex Management III, LLC, Managing
                      Member

                      By:______________________________________________
                            Bret R. Maxwell, Member

                      APEX STRATEGIC PARTNERS, LLC

                      By: Apex Management III, LLC, its Manager

                      By: First Analysis Apex Management III, LLC, Managing
                      Member

                      By:______________________________________________
                            Bret R. Maxwell, Member

                      INFRASTRUCTURE & ENVIRONMENTAL PRIVATE EQUITY FUND III, LP

                      By: Infrastructure and Environmental Private Equity
                      Management LLC, its General Partner

                      By: First Analysis IEPEF Management Company III, LLC,
                      A Member

                      By:______________________________________________
                            Bret R. Maxwell, Member

<PAGE>

                      ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND
                      III, a civil partnership with limitation of liability
                      established under the laws of the Federal Republic of
                      Germany

                      By: Infrastructure and Environmental Private Equity
                      Management, LLC, its General Partner

                      By: First Analysis IEPEF Management Company III, LLC,
                      A Member

                      By:______________________________________________
                            Bret R. Maxwell, Member

                      THE PRODUCTIVITY FUND III, L.P.

                      By: First Analysis Management Company III, LLC, its
                      General Partner

                      By:______________________________________________
                            Bret R. Maxwell, Member

                      RFE INVESTMENT PARTNERS V, L.P.

                      By:   RFE Associates V, L.P., Its General Partner

                      By:______________________________________________
                            Title: General Partner

                      SEACOAST CAPITAL PARTNERS LIMITED PARTNERSHIP

                      By:   Seacoast I Advisors LLC, Its General Partner

                      By:______________________________________________
                            Thomas W. Gorman, Member

<PAGE>

                      ARGENTUM CAPITAL PARTNERS, L.P.

                      By:______________________________________________
                            Walter H. Barandiaran, President
                            BR Associates, General Partner

                      ARGENTUM CAPITAL PARTNERS II, L.P., a Delaware limited
                      partnership

                      By: Argentum Partners II, L.L.C, its General Partner

                      By: Argentum Investments, L.L.C., its Managing Member

                      By:______________________________________________
                            Walter H. Barandiaran, Managing Member

                      KITTY HAWK CAPITAL LIMITED PARTNERSHIP IV, a Delaware
                      limited partnership

                      By: Kitty Hawk Partners Limited Liability Company IV, the
                          General Partner

                      By:______________________________________________
                      Name:____________________________________________
                      Title:___________________________________________

                      UNITED ALLOYS AND STEEL CORP.

                      By:______________________________________________
                      Name:____________________________________________
                      Title:___________________________________________

<PAGE>

HOLDERS (Cont'd)
Management Holders:         ______________________________________________
                            CARLOS E. AGUERO

                            DANKRIS HOLDINGS, LLC

                            By:___________________________________________
                                  Carlos E. Aguero

                            ______________________________________________
                            MICHAEL DRURY

                            ______________________________________________
                            ERIC AND CAROL FINLAYSON