STOCK PURCHASE AGREEMENT

by and between

METALICO, INC.

?Buyer?

and

THE STOCKHOLDERS OF
TOTALCAT GROUP, INC.

?Stockholders?

June 25, 2007

1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this ?Agreement?) is entered into as of June 25, 2007, by and between METALICO, INC., a Delaware corporation (?Buyer?), and the stockholders signatory hereto (collectively, ?Stockholders? and each individually a ?Stockholder?) of TOTALCAT GROUP, INC., a Delaware corporation (the ?Company?; collectively, with Buyer and Stockholders, the ?Parties? and each individually a ?Party?).

RECITALS

This Agreement contemplates a transaction in which Buyer shall purchase 82.5% of the issued and outstanding stock of the Company (the ?Company Stock?) in return for cash and other consideration set forth herein.

STATEMENT OF AGREEMENT

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

1. DEFINITIONS

?Accounts Receivable? has the meaning set forth in ?3.10 below.

?Act? has the meaning set forth in ?5.1 below.

?Advanced Nano? means Advanced Nano-Catalyst Materials, LLC, a Delaware limited liability company jointly owned by Nanostellar (which holds 51% of the company?s membership interests) and Hypercat Coating (which holds 49% of the company?s equity).

?Adverse Consequences? means all costs incurred in the defense or prosecution of all claims, Proceedings, charges, and demands, and all damages associated with all Orders, penalties, fines, costs, amounts paid in settlement, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys? fees and expenses.

?Affiliate? means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

?Appreciated Price? means the average daily closing price for Buyer?s common stock on the American Stock Exchange for the twenty (20) consecutive Trading Days ending on the day before the second anniversary of the Closing Date.

?Arbitration Referral Period? has the meaning set forth in ?9.6 below.

?Assets? means all right, title, and interest in and to all of the assets of and used in the Business, including without limitation, all assets set forth in Schedule A attached hereto and all tangible and intangible real and personal property of the Company and its Subsidiaries (such as, without limitation, Business Equipment, inventory, inventories of materials and supplies, computers, real property and leaseholds, together with buildings and improvements thereon, manufactured furniture, automobiles, trucks, tractors, trailers, containers, wagons, spare parts, leases, subleases and rights thereunder, Marks and other intellectual property owned or licensed by or on behalf of the Company, agreements, contracts and contract rights, securities, equity interests (including, without limitation, all interests in Advanced Nano), cash, accounts receivable, accounts, deposit accounts maintained by or on behalf of the Company, notes, and other receivables, claims, deposits, prepayments, refunds, causes of action, rights of recovery, rights of set off and rights of recoupment, Governmental Authorizations, variances and similar rights obtained from Governmental Bodies, customer lists, customer accounts, books, records, ledgers, files, documents, correspondence and lists).

?Assumed Debt? means an amount not exceeding $3,000,000 consisting of (i) the amount of the liabilities set forth on the Interim Financial Statements and (ii) any additional drawdowns on the Company?s line of credit with Northfork Bank. For purposes of this definition, the Company?s liabilities or debts shall mean any and all loans, notes, mortgages, capital leases and operating leases, and will not mean any trade accounts payable or accrued expenses.
 

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