Exhibit
10.26




AMENDMENT
NO. 2




AMENDMENT
NO. 2, dated as of September 28, 2007, 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, N.A., 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 an Amended and Restated Credit
Agreement, dated as of June 13, 2006 (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. 2, terms defined in the Credit
Agreement are used herein as defined therein.




Section
2.  Amendments.  Subject
to the occurrence of the Amendment Effective Date and effective on such date,
the Credit Agreement shall be amended as follows:




2.01.  New
Definitions.  Section 1.01 of the Credit Agreement
(Definitions) shall be amended by inserting the following definition in the
appropriate alphabetical sequence:




“Amendment No. 2”
shall mean Amendment No. 2 to this Credit Agreement, dated as of September 28,
2007 among the Company, the Banks party thereto and the Agent.




2.02.  Imbali
Matters.  Clause (b)(y) of Section 8.18 shall be amended in its
entirety to read as follows:




“(y)           by
no later than December 15, 2007, cause Imbali Metals Bvba to purchase for cash
all inventory in excess of €2,000,000 then held by it on consignment for the
Company (and upon such purchase the Agent’s Lien on such inventory so purchased
shall terminate).”




Section
3.  Representations and
Warranties.  The Company represents and warrants to the Banks
as of the Amendment Effective Date that (x) the representations and warranties
set forth in Section 7 of the Credit Agreement and in Article III of the
Amended and Restated Security 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. 2
except (i) changes resulting from transactions contemplated by or permitted by
the Credit Agreement, and (ii) those applicable to a specific date or period and
(y) no Default has occurred and is continuing.




Section
4.  Conditions
Precedent.  As provided in Section 2 above, the amendments to
the Credit Agreement set forth in said Section 2 shall become effective, as of
September 28, 2007 (the “Amendment Effective
Date”), upon the satisfaction of the following conditions:




(a)           the
execution of this Amendment No. 2 by the Company, the Required Banks and the
Agent, and




(b)           the
delivery by the Company of board of director resolutions approving this
Amendment No. 2 and the transactions contemplated herein, in form and substance
satisfactory to the Agent.




Section
5.  Miscellaneous.  Except
as herein provided, the Credit Agreement shall remain unchanged and in full
force and effect.  This Amendment No. 2 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. 2 by signing any such counterpart.  This Amendment No. 2 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. 2 to be duly
executed and delivered as of the day and year first above written.




EMPIRE
RESOURCES, INC.




By:
      /s/ Sandra R. Kahn




Sandra
      R. Kahn




Vice
      President







BANKS




JPMORGAN CHASE BANK, N.A.









By
      /s/ Camille B. LeFevre




Camille
      B. LeFevre




Vice
      President




Lending
      Office for all Loans:




JPMorgan
      Chase Bank, N.A.




270
      Park Avenue




New
      York, New York 10017




Address
      for Notices:




JPMorgan
      Chase Bank, N.A.




1166
      Avenue of the Americas, 21st
      Floor




New
      York, New York  10036




Attention:  Camille
      B. LeFevre




Facsimile
      No.: (212) 899-2911




Telephone
      No.: (212) 899-1382




Email:
      camille.lefevre@jpmchase.com












BANKS




BROWN
BROTHERS HARRIMAN & CO.









By /s/ Michael L.
Vellucci




Name:  Michael
L. Vellucci




Title:  Vice
President




Lending
      Office for all Loans:


140
      Broadway


New
      York, NY 10005





Address
      for Notices:


140
      Broadway


New
      York, NY 10005





Attention:  Michael
      Vellucci




Facsimile
      No.: 212-493-8998




Telephone
      No.: 212-493-8538




Email:
      michael.vellucci@bbh.com







BANKS




CITICORP
USA, INC.









By /s/ Keith Pallman




Name:  Keith
Pallmann




Title:  Vice
President




Lending
      Office for all Loans:


Global
      Wealth Management


666
      5th
      Avenue – 7th
      Floor


New
      York, New York 10103





Address
      for Notices:


Global
      Wealth Management


666
      5th
      Avenue – 7th
      Floor


New
      York, New York 10103





Attention:  Keith
      Pallmann




Facsimile
      No.: 212-793-4813




Telephone
      No.: 212-559-0804




Email:
      keith.pallmann@citi.com







BANKS




COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK


INTERNATIONAL”,
NEW YORK BRANCH









By_________________________




Name:  Eva
Rushkevich




Title:  Executive
Director




By_________________________




Name:




Title:




Lending
      Office for all Loans:


245
      Park Avenue


New
      York, New York 10167





Address
      for Notices:


245
      Park Avenue


New
      York, New York 10167





Attention:  Eva
      Rushkevich




Facsimile
      No.: 212-916-3731




Telephone
      No.: 212-916-3711




Email:
      eva.rushkevich@rabobank.com







BANKS




FORTIS
CAPITAL CORP.









By /s/ Kimberly Oates




Name:  Kimberly
Oates




Title:  Director




By /s/
Michiel V. M. Van Der Voort




Name:  Michiel
V. M. Van Der Voort




Title:  Managing
Director




Lending
      Office for all Loans:


520
      Madison Avenue


New
      York, New York 10022





Address
      for Notices:


520
      Madison Avenue


New
      York, New York 10022





Attention:  Kimberly
      Oates




Facsimile
      No.: 212-340-5340




Telephone
      No.: 212-340-5349




Email:
      kimberly.oates@us.fortis.com











JPMORGAN
      CHASE BANK, N.A., as Agent and as the Swing Line
  Bank




By
      /s/ Camille B. LeFevre




Camille
      B. LeFevre




Vice
      President




Address
      for Notices:




JPMorgan
      Chase Bank, N.A.




1166
      Avenue of the Americas, 21st
      Floor




New
      York, New York  10036




Attention:  Camille
      B. LeFevre




Facsimile
      No.: (212) 899-2911




Telephone
      No.: (212) 899-1382




Email:
      camille.lefevre@jpmchase.com