Convertible Note

Convertible Promissory Note

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This Convertible Promissory Note involves

METALICO INC

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Title: Convertible Note
Date: 5/2/2006
Industry: Iron and Steel Sector: Basic Materials

Exhibit 10.17

March 31, 2006


To:		Holders of Metalico, Inc. November/December Series 7% Convertible Notes


Re:		Amendment to Notes

You are a holder of a Convertible Note in the principal amount of $___issued by Metalico, Inc. on ___, 2004 (the “ Note” ). Capitalized terms used herein and not otherwise defined have the meanings attributed to them in the Note.

Under the terms of the Note:

The Payee will have the right, at its option, at any time up to and including the Maturity Date, to convert the outstanding principal balance of this Note (but not less than the outstanding balance) to shares of Common Stock of the Maker at the conversion price of $3.25 per share, promptly after surrender of the Note, accompanied b

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