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                                 AMENDMENT NO. 2

                                       to

                                 LOAN AGREEMENT

         This AMENDMENT NO. 2 dated as of March 13, 2000 (this "Amendment"), is
between Empire Resources, Inc. (the "Company"), a Delaware corporation and the
surviving company of the merger of Empire Resources, Inc. with and into
Integrated Technology USA, Inc., Fleet Bank N.A. ("Fleet"), Citicorp USA, Inc.
("Citicorp;" Fleet and Citicorp are collectively referred to herein as the
"Banks"), and Fleet as agent for the Banks (in such capacity, the "Agent").

RECITALS:

         A. The Company, the Banks and the Agent have entered into a Credit
Agreement, dated as of May 20, 1999, as amended by Amendment No. 1 thereto dated
December 23, 1999 (as so amended, the "Loan Agreement").

         B. Effective September 17, 1999 Empire resources, Inc. ("Old Empire")
was merged with and into Integrated Technology USA, Inc., a Delaware corporation
("Integrated") and Integrated changed its name to Empire Resources, Inc.

         C. The Company, the Agent and the Banks entered into an Assumption
Agreement dated as of October 14, 1999 pursuant to which the Company, among
other things, assumed all of Old Empire's obligations under the Loan Agreement.

         D. The Company desires to increase the Commitment (as defined in the
Loan Agreement referred to below) to the extent hereinbelow provided and the
Agent and the Banks are agreeable to same.

         E. The Company and the Banks desire to amend certain other provisions
of the Loan Agreement as hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration whose receipt and sufficiency are acknowledged, the
Company, the Banks and the Agent agree as follows:

         Section 1. Definitions. Each capitalized term used but not defined in
this  Amendment shall have the meaning ascribed to such term in the
Loan Agreement.

         Section 2. Amendments of Loan Agreement.


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         (a) A new definition for "Amendment No. 2" shall be added to Section
1.01 of the Loan Agreement in its correct alphabetical order to read in its
entirety as follows:

                  "Amendment No. 2" shall mean that certain Amendment No. 2 to
         this Agreement dated as of March 13, 2000 among the parties thereto.

         (b) The definition for "Commitment" contained in Section 1.01 of the
Loan Agreement is amended to read in its entirety as follows:

                  "Commitment" shall mean the obligation of the Banks to make
         Loans, and to buy participations in Letters of Credit and Acceptances
         issued or created by the Issuing Bank or the Accepting Bank, as the
         case may be and the obligation of the Issuing Bank to issue Letters of
         Credit and of the Accepting Bank to create Acceptances in an aggregate
         amount equal to (i) $50,000,000 during the Temporary Increase Period
         and (ii) $45,000,000 at all other times, as the same may be reduced
         from time to time pursuant to Section 2.05 hereof. As to each Bank, the
         obligation of such Bank to make Loans, and to buy participations in
         Letters of Credit and Acceptances issued or created by the Issuing Bank
         or the Accepting Bank, as the case may be, under the Commitment shall
         be in an aggregate principal or face amount at any one time outstanding
         up to but not exceeding, the amount set opposite such Bank's name on
         the signature pages to Amendment No. 2 under the caption "Commitment"
         (as the same may be reduced from time to time pursuant to Section 2.05
         hereof); provided, that, the Commitment shall be further subject to the
         sublimit limitations set forth in this Agreement and with respect to
         each such sublimit each Bank's individual Commitment shall be equal to
         the product of (x) the amount of such sublimit, multiplied by (y) such
         Bank's Commitment Percentage.

         (c) A new definition for "Temporary Increase Period" shall be added to
Section 1.01 of the Loan Agreement in its correct alphabetical order to read in
its entirety as follows:

                  "Temporary Increase Period" shall mean the period beginning
         with the Effective Date of Amendment No. 2 and ending June 30, 2000.

         (d) The definition for "Tier I Commitment" contained in Section 1.01 of
the Loan Agreement is amended to read in its entirety as follows:

                  "Tier I Commitment" shall mean the obligation of the Banks to
         make Tier I Loans, and to buy participations in Letters of Credit and
         Acceptances issued or created by the Issuing Bank or the Accepting
         Bank, as the case may be and the obligation of the Issuing Bank to
         issue Letters of Credit and of the Accepting Bank to create Acceptances
         in an aggregate amount equal to (i) $50,000,000 during the Temporary
         Increase Period and (ii) $45,000,000 at all other times, as such amount
         may be reduced from time to time pursuant to Section 2.05 hereof, and
         which may be used by the Company in the form of Loans up to and not
         exceeding the sum of (i) $35,000,000 during the Temporary Increase
         Period and (ii) $30,000,000 at all other times, the total amount of
         which may be used by the Company for trade Letters of Credit and
         Acceptances and $2,000,000 of which may be used by the Company for
         standby Letters of Credit, all as more fully set forth in this
         Agreement and subject to the Borrowing Base limitations of this
         Agreement.

         (e) The definition for "Tier I Credits" contained in Section 1.01 of
the Loan Agreement is amended to read in its entirety as follows:


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                  "Tier I Credits" shall mean each of the following
         independently: (i) all Credits, at any time, in an aggregate
         outstanding amount up to and including (x) during the Temporary
         Increase Period, the first $50,000,000 of outstanding Credits and (y)
         at all other times, the first $45,000,000 of outstanding Credits and
         (ii) all Tier I Loans.

         (f) Section 2.01(b) of the Loan Agreement is amended to read in its
entirety as follows:

                  (b) From and including September 30, 1999 and all times
         thereafter until the Revolving Credit Commitment Termination Date, in
         no event shall (i) the aggregate principal amount of all Loans exceed
         (x) $35,000,000 during the Temporary Increase Period and (y)
         $30,000,000 at all other times, (ii) the aggregate amount of all Letter
         of Credit Liabilities, together with the aggregate principal amount of
         all Loans and the aggregate amount of Acceptance Liabilities exceed the
         amount of the Tier I Commitment or the Commitment, each as then in
         effect from time to time or (iii) there be any Tier II Credits
         outstanding.

         (g) The introductory paragraph of Section 2.03 of the Loan Agreement is
amended to read in its entirety as follows:

                  2.03 Letters of Credit. Subject to the terms and conditions of
         this Agreement, the Commitments may be utilized, upon the request of
         the Company, in addition to the Loans provided for by Section 2.01
         hereof, by the issuance by the Issuing Bank of letters of credit and
         the Letter of Indemnity (such letters of credit and the Letter of
         Indemnity are collectively referred to herein as, "Letters of Credit")
         for account of the Company, provided that in no event shall (i) the
         aggregate amount of all Letter of Credit Liabilities, together with the
         aggregate principal amount of the Loans and the aggregate amount of
         Acceptance Liabilities exceed the aggregate amount of the Commitments
         as in effect from time to time, (ii) the outstanding aggregate amount
         of all Letter of Credit Liabilities arising out of performance or
         standby Letters of Credit exceed $2,000,000, (iii) the aggregate amount
         of all Letter of Credit Liabilities arising out of commercial
         (documentary) Letters of Credit (whether issued by Fleet or arising out
         of the Letter of Indemnity) exceed (x) $50,000,000 during the Temporary
         Increase Period and (y) $45,000,000 at all other times, (iv) the
         expiration date of any standby Letter of Credit extend beyond the
         Revolving Credit Commitment Termination Date and/or (v) commercial
         Letters of Credit in an aggregate face amount of more than $45,000,000
         (reduced dollar-for-dollar by the aggregate amount of outstanding other
         Tier I Credits) have an expiration date later than the last day of the
         Temporary Increase Period or the expiration date of any sight or time
         commercial Letter of Credit extend beyond the earlier to occur of the
         date 180 days following the issuance of such Letters of Credit and the
         date 180 days following the Revolving Credit Commitment Termination
         Date. The following additional provisions shall apply to Letters of
         Credit:

         (h) A new Section 2.11(d) shall be added to the Loan Agreement to read
in its entirety as follows:

                  (d) Prepayment After Termination of Temporary Increase Period.
         On the last day of the Temporary Increase Period, to the extent that
         (i) the aggregate amount of outstanding Tier I Loans exceeds
         $30,000,000 on such date, within three days of such last day of such
         Temporary Increase Period the Company shall prepay the Loans in such
         amounts as shall be necessary so that the aggregate outstanding amount
         of Loans shall not exceed $30,000,000, or (ii) the aggregate amount of
         outstanding Tier I Loans does not exceed $30,000,000 on such date
         (after giving effect to any prepayment required pursuant to Section
         2.11(d)), but the aggregate amount of outstanding Tier I Credits
         exceeds the Tier I Commitment as reduced on such date, then, in such


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         event, within three days of such last day of such Temporary Increase
         Period the Company shall deposit cash collateral with the Agent in an
         amount not less than such excess and in connection therewith execute
         all documents reasonably requested by the Agent to grant the Agent, for
         the ratable benefit of the Banks, a first priority perfected security
         interest in such cash collateral.

         (i) Section 8.09 of the Loan Agreement is amended to read in its
entirety as follows:

                  8.09 Leverage Ratio; Balance Sheet Leverage Ratio. The Company
         will not permit (i) the Leverage Ratio to exceed (x) 6.0 to 1.0 as at
         March 31, 2000, or (y) 5.5 to 1.0 as at any time other than with
         respect to the fiscal quarter ending March 31, 2000, or (ii) the
         Balance Sheet Leverage Ratio to exceed 4.5 to 1 at any time.

         Section 3. Conforming Amendments. The Loan Agreement and all
agreements, instruments and documents executed and delivered pursuant to or in
connection with the Loan Agreement (collectively the "Loan Documents") , shall
each be deemed to be amended and supplemented hereby to the extent necessary, if
any, to give effect to the provisions of this Amendment, and each Bank is
authorized to annex a copy of this Amendment to its respective Note. Except as
so amended hereby, the Loan Agreement and the other Loan Documents shall remain
in full force and effect in accordance with their respective terms.

         Section 4. Acknowledgments, Confirmations and Consent.

         The Company acknowledges and confirmsthat the Liens granted pursuant to
the Security Documents to which it is a party secure the indebtedness,
liabilities and obligations of the Company to the Banks, the Issuing Bank and/or
the Agent under the Notes and under the Loan Agreement as further amended by
this Amendment, whether or not so stated in such Security Documents, and that
the term "Borrower Obligations" as used in the Security Documents (or any other
terms used in any of the Loan Documents to describe or refer to the
indebtedness, liabilities and obligations of the Company to the Banks, the
Issuing Bank and/or the Agent) includes all other indebtedness, liabilities and
obligations of the Company under the Loan Agreement as amended by this Amendment
and under the Notes.

         Section 5. Representations and Warranties. The Company represents and
warrants to the Banks and the Agent as follows:

         (a) After giving effect to this Amendment (i) each of the
representations and warranties set forth in Section 7 of the Loan Agreement is
true and correct in all respects as if made on the date of this Amendment,
except for changes in the ordinary course of business which, either singly or in
the aggregate, are not materially adverse to the business or financial condition
of the Company, and (ii) no Default or Event of Default exists under the Loan
Agreement.


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         (b) The Company has the power to execute, deliver and perform, and has
taken all necessary corporate action to authorize the execution, delivery and
performance of, this Amendment and the other agreements, instruments and
documents to be executed by it in connection with this Amendment. No consent or
approval of any Person, no consent or approval of any landlord or mortgagee, no
waiver of any Lien or right of distraint or other similar right and no consent,
license, certificate of need, approval, authorization or declaration of, or
filing with, any governmental authority, bureau or agency is or will be required
in connection with the execution, delivery or performance by the Company, or the
validity, enforcement or priority, of this Amendment and the other agreements,
instruments and documents executed in connection with this Amendment.

         (c) The execution, delivery and performance by the Company of this
Amendment and each of the agreements, instruments and documents executed in
connection with this Amendment to which it is a party will not (i) violate any
provision of law, (ii) conflict with or result in a breach of any order, writ,
injunction, ordinance, resolution, decree or other similar document or
instrument of any court or governmental authority, bureau or agency, domestic or
foreign, or the certificate of incorporation or by-laws of the Company, (iii)
create (with or without the giving of notice or lapse of time, or both) a
default under or breach of any agreement, bond, note or indenture to which the
Company is a party or by which any of them is bound or any of their respective
properties or assets is affected, or (iv) result in the imposition of any Lien
of any nature whatsoever upon any of the properties or assets owned by or used
in connection with the business of the Company, except for the Liens created and
granted pursuant to the Security Documents.

         (d) This Amendment and each of the other agreements, instruments and
documents executed in connection with this Amendment to which the Company is a
party has been duly executed and delivered by the Company and constitutes the
valid and legally binding obligation of the Company, enforceable in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now
or hereafter in effect, relating to or affecting the enforcement of creditors'
rights generally and except that the remedy of specific performance and other
equitable remedies are subject to judicial discretion; provided, however, that
such laws shall not materially interfere with the practical realization of the
benefits of the Security Documents or the Liens created thereby, except for: (i)
possible delay, (ii) situations which may arise under Chapter II of the U.S.
Bankruptcy Code, II U.S.C. ss.ss. 10 1 et seq., and (iii) equitable orders of
any United States Bankruptcy Court.

         Section 6. Fees. The Company shall pay an Administrative Fee to Fleet
in the amount of $3187.50 and to Citicorp in the amount of $3062.50, (each such
fee representing .125% of such Bank's pro rata share of the increase to the
total Commitment). Each such fee shall be paid directly to the Bank that is to
receive such fee.


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         Section 7. Notes. The Borrower shall execute and deliver concurrently
herewith a promissory note which shall be in replacement of and substitution for
its existing promissory notes payable to the Banks. Such new promissory note
shall be in the form of Exhibit A annexed hereto and be deemed the Notes for all
purposes of the Loan Agreement and documents relating thereto.

         Section 8. Miscellaneous.

         (a) Except as specifically amended by this Amendment, the Loan
Agreement and each of the other agreements, instruments and documents executed
in connection with the Loan Agreement shall remain in full force and effect in
accordance with their respective terms.

         (b) THIS AMENDMENT AND ALL OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS
EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK
BY RESIDENTS OF SUCH STATE.

         (c) The provisions of this Amendment are severable, and if any clause
or provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
clause, provision or part in such jurisdiction and shall not in any manner
affect such clause, provision or part in any other jurisdiction or any other
clause or provision in this Amendment in any jurisdiction.

         (d) This Amendment may be signed in any number of counterparts with the
same effect as if all parties to this Amendment signed the same counterpart.

         (e) This Amendment shall be binding upon and inure to the benefit of
the Company and its respective successors and to the benefit of the Agent and/or
the Banks and their respective successors and assigns. The rights and
obligations of the Company under this Amendment shall not be assigned or
delegated without the prior written consent of the Banks, and any purported
assignment or delegation without such consent shall be void.

         (f) The Company agrees to pay the Agent upon demand all reasonable
expenses, including reasonable fees of attorneys and paralegals for the Agent
(who may be employees of the Agent), incurred by the Agent in connection with
the preparation, negotiation and execution of this Amendment and any agreements,
instruments and documents executed or furnished in connection with this
Amendment.

         Section 9. Effectiveness of Amendment. This Amendment shall become
effective (the "Effective Date") upon the later of (i) receipt by the Agent of
this


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Amendment duly executed by each party hereto and (ii) receipt by the Agent
and each Bank of such evidence of proper corporate organization, existence,
authority and appropriate corporate proceedings with respect to Company and the
matters addressed by this Amendment and the documents, instruments and
agreements executed pursuant hereto or in connection herewith, and such other
certificates, instruments, and documents as the Agent or any Bank shall
reasonably request.

                            [signature pages follow]


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               IN WITNESS WHEREOF, the Company, the Banks and the Agent have
signed and delivered this Amendment No. 2 as of the date fast written above.

                                            EMPIRE RESOURCES, INC.,
                                                 as Borrower

                                            By: /s/ Sandra Kahn
                                               -----------------------
                                            Name:  Sandra Kahn
                                            Title: Vice President & C.F.O.



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Commitment                                  FLEET BANK, as Agent and a Bank
----------
$25,500,000

                                            By: /s/ Stephen G. O'Keefe
                                               -----------------------
                                            Name:  Stephen G. O'Keefe
                                            Title: Vice President


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Commitment                                  CITICORP USA, INC., as a Bank
----------
$24,500,000

                                            By: /s/ William Demick
                                               -----------------------
                                            Name:  William Demick
                                            Title: Vice President