ASSET PURCHASE AGREEMENT

By and Between

METALICO CATCON, INC.
(?Buyer?)

and

AMERICAN CAT CON, LLC
(?Seller?)

1

January 2, 2008
ASSET PURCHASE AGREEMENT

This Agreement entered into as of January 2, 2008, by and between METALICO CATCON, INC., a Texas corporation (?Buyer?) and AMERICAN CAT CON, LLC, a Mississippi limited liability company (?Seller?). Buyer and Seller are referred to collectively herein as the ?Parties? and each individually as a ?Party.?

RECITALS

This Agreement contemplates a transaction in which Buyer shall purchase all of those operating assets of Seller defined below as ?Acquired Assets? in return for cash and other consideration set forth herein. Contemporaneously with the execution of this Agreement, Buyer is executing the Texas Purchase Agreement (as hereinafter defined). It is the intent of the parties to this Agreement that the execution and delivery of the Texas Purchase Agreement be a condition to the closing and consummation of the transactions contemplated hereunder.

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.

ARTICLE 1. DEFINITIONS

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

?Acquired Assets? means all right, title, and interest in and to all of the assets owned and used in the Business, including without limitation, all assets set forth in Schedule A attached hereto and all tangible and intangible personal property of Seller (such as, without limitation, Business Equipment, Inventory, inventories of materials and supplies, computers, leaseholds, 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 Seller, agreements, contracts and contract rights, securities, equity interests, accounts receivable, notes, and other receivables, claims, vendor advances, deposits (but not deposits at financial institutions), prepayments, 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).

?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.

?Arbitration Referral Period? has the meaning set forth in ?10.8 below.

?Assumed Debt? means, collectively, the sum of: the amount of the liabilities included in the determination of Net Working Capital under ?2.2(b) and the outstanding balance of the Equipment Debt as of the Closing Date.

?Balance Sheet? means the balance sheet of Seller as at October 31, 2007 provided to Buyer pursuant to ?3.4.

?Basis? means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

?Bill of Sale? means a bill of sale for all of the Acquired Assets that are tangible personal property in the form of Exhibit 5.1(c) attached hereto.

?Business? means Seller?s automotive and industrial recycling business as constituted as of the date of this Agreement.

?Business Equipment? means all machinery, equipment, vehicles, tools, supplies, and other similar tangible personal property used or maintained by Seller in the operation of the Business.
 

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