AMENDMENT NO. 1

AMENDMENT NO. 1, dated as of July 16, 2002, among EMPIRE RESOURCES, INC., a
corporation duly organized and validly existing under the laws of the State of
Delaware (the "Company"); each of the lenders that is a signatory hereto
(individually, a "Bank" and, collectively, the "Banks"); and JPMORGAN CHASE
BANK, as agent for the Banks (in such capacity, together with its successors in
such capacity, the "Agent"). The Company, the Banks and the Agent are parties to
a Credit Agreement, dated as of December 21, 2000 (as heretofore modified and
supplemented and in effect on the date hereof, the "Credit Agreement"),
providing, subject to the terms and conditions thereof, for extensions of credit
to be made by said Banks to the Company. The Company, the Banks and the Agent
now wish to amend the Credit Agreement in certain respects and, accordingly, the
parties hereto hereby agree as follows:

Section 1. DEFINITIONS

Except as otherwise defined in this Amendment No. 1, terms defined in the Credit
Agreement are used herein as defined therein.

Section 2. AMENDMENT

Subject to the satisfaction of the conditions precedent set forth in Section 4
hereof, but effective as of the date hereof, Section 8.14 of the Credit
Agreement (Dividend Payments) shall be amended by replacing the number
"$1,000,000" therein with the number "$2,000,000."

Section 3. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Banks that the representations and
warranties set forth in Section 7 of the Credit Agreement are true and complete
on the date hereof as if made on and as of the date hereof and as if each
reference in said Section 7 to "this Agreement" included reference to this
Amendment No. 1.

Section 4. CONDITIONS PRECEDENT

As provided in Section 2 above, the amendment to the Credit Agreement set forth
in said Section 2 shall become effective, as of the date hereof, upon the
execution of this Amendment by the Company, Banks constituting the Required
Banks and the Agent

Section 5. MISCELLANEOUS

Except as herein provided, the Credit Agreement shall remain unchanged and in
full force and effect. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed
by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered as of the day and year first above written.









EMPIRE RESOURCES, INC.
By: /s/ Sandra Kahn
   -----------------------------
Sandra R. Kahn
Vice President

JPMORGAN CHASE BANK
By: /s/ Randall Berini
   -----------------------------
Randall Berini
Vice President

STANDARD CHARTERED BANK
By: /s/ Robert Reddington
   -----------------------------
Name: Robert Reddington

By: /s/ Joe Langlois
    -----------------------------
Name: Joe Langlois

CITICORP USA, INC.
By: /s/ William Douglass
    -----------------------------
Name: William Douglass

JPMORGAN CHASE BANK,
as Agent
By: /s/ Randall Berini
    -----------------------------
Randall Berini
Vice President