Exhibit 10.3
 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
 Agreement Effective Date Restatement Date Metalico, Inc Employer Carlos E. Agüero Executive
 W I T N E S S E T H:
 WHEREAS
 WHEREAS Code
 NOW, THEREFORE
 Employment, Duties and Acceptance.
 Employment by Employer
 Acceptance of Employment
 Place of Employment
 Term Employment Period
 Base Salary. Base Salary Base
Salary
 (a)
    
    Annual Adjustmentfor any given year means an amount equal to the
product of (i) the Base Salary for the immediately preceding year times (ii) the
applicable CPI Multiplier; and(b)
    
    CPI Multipliershall mean the change, expressed as a percentage,
in the Consumer Price Index for urban wage earners and clerical workers, U.S.
City Average, All Items (1982-1984=100) published by the United States Department
of Labor, Bureau of Labor Statistics or the most recent successor of that index
(the CPI) (i) for the Annual Adjustment for 2008, from the third-quarter
average of 2006 to the third-quarter average for 2007, and (ii) for the Annual Adjustment for 2009, from the
third-quarter average of




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2007 to the third-quarter average for 2008;
provided, however, that (A) if the change in the CPI for any measuring
period is less than 3.5%, then the CPI Multiplier as determined from such
change shall be 3.5%, and (B) if the change in the CPI for any measuring period
is greater than 7%, then the CPI Multiplier as determined from such change
shall be 7%.
 Incentive Stock Options and Bonus Plan. 1997 LTIP 2006 LTIP LTIPs Board
 Changes in Common Stock of Employer.
 (a)
    
    there is a dividend of any security, stock split or other change
in the character or amount of any of the outstanding securities of Employer; or(b)
    
    there is any consolidation, merger, or sale of all, or
substantially all, of the assets of Employer,
  Benefits
 Status as Employee
 Termination
 Termination upon Death
 Termination upon Disability Disability
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Termination for Cause Cause
 Termination by Employer for Any Other Reason provided
 Voluntary Termination
 General
 Good Reason
 Change in Control
 Stock Options and Grants Options Vested Options Vesting Date.
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Option Agreement
 No Mitigation; No Offset
 Definitions
 Change in Control Exchange Act Change in Control
 Good Reason
 provided
   provided
 Certain Covenants of Executive
 Covenants Against Competition Employers Business
 Non-Compete.
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provided however
  Confidential Information
 Property of Employer
 Employees of Employer
 Cooperation
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Rights and Remedies upon Breach Restrictive Covenants
 Accounting Benefits
 Injunctive Relief
 Severability of Covenants
 Blue-Penciling
 Employers Default
 Indemnification
 Right to Indemnification Proceeding
 Control of Defense
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No Presumption
 Insurance
 No Conflicting Agreement
 Other Provisions
 Notices
 if to Employer, to:
    
    Metalico, Inc.186 North Avenue EastCranford, NJ 07016if to Executive, to:
    
    Carlos E. Agüero
 Entire Agreement
 Severability
 Non-Disparagement
 Waivers and Amendments
 Governing Law
 Taxes
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Section
409A
 Assignment
 Counterparts
 Headings
 IN WITNESS WHEREOF
 METALICO, INC.By:Michael J. Drury              
Executive Vice PresidentCARLOS E. AGÜERO
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