<PAGE>

                                                                   Exhibit 10.16

                                 LOAN AGREEMENT

     THIS AGREEMENT, made as of the 27 day of December, 2004, among 6900 QUAD
AVENUE, LLC, a Delaware limited liability company with an office at c/o Empire
Resources, Inc., One Parker Plaza, Fort Lee, New Jersey 07024 (the "Borrower")
and EMPIRE RESOURCES, INC., a Delaware corporation with an office at One Parker
Plaza, Fort Lee, New Jersey 07024 (the "Guarantor") and JPMORGAN CHASE BANK,
N.A., a national banking association having an office at Metropolitan East
Group, 1166 Avenue of the Americas, 15th Floor, New York, New York 10036 (the
"Lender").

                                   WITNESSETH:

     WHEREAS, the Lender is about to make a loan to the Borrower on the date
hereof in the principal amount of $2,500,000.00 (the "Loan"); and

     WHEREAS, the Loan shall be evidenced by a certain note (the "Note"), and
secured by, among other things, a certain deed of trust, assignment of leases
and rents, security agreement and fixture filing (the "Deed of Trust")
encumbering 6900 Quad Avenue, Baltimore, Maryland (the "Premises"), as more
particularly described in the Deed of Trust; and

     WHEREAS, the Guarantor shall receive direct and substantial economic
benefit from the making of the Loan to the Borrower and has guaranteed repayment
of the Loan pursuant to a guaranty of even date herewith (the "Guaranty"); and

     WHEREAS, the Borrower, the Guarantor and Lender have agreed to certain
terms governing the Loan and certain continuing obligations with respect
thereto.

     NOW, THEREFORE, in order to induce the Lender to make the Loan on this date
and in consideration of the Premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the Borrower and the Guarantor (the Borrower and the Guarantor
are hereinafter collectively referred to as the "Obligors") and the Lender,
their successors and assigns, hereby agree as follows:

1.   Representations and Warranties:

     In order to induce the Lender to enter into this Agreement and to make the
     Loan, each Obligor represents and warrants to the Lender that:

     a.   (i)  it is duly organized, validly existing and in good standing under
               the laws of the jurisdiction of its incorporation or formation;

          (ii) it is duly qualified and in good standing in every jurisdiction
               in which it presently engages in business and in which such
               qualification is required;


                                                                               1




<PAGE>

          (iii) it has the power, authority and legal right to own, or lease and
               enjoy undisturbed, the assets of the business and engage in
               business as now conducted;

          (iv) it has the power, authority and legal right to enter into and
               execute this Agreement, the Note, the Deed of Trust, the Guaranty
               and other agreements furnished in connection with the Loan (all
               of which are hereinafter referred to collectively as the "Loan
               Documents");

          (v)  the Borrower has no subsidiaries and the Guarantor's subsidiaries
               are as follows: (i) the Borrower; (ii) Empire Extrusions, LLC,
               (iii) Empire Resources Pacific, Ltd., (iv) ITI Innovative
               Technology, Ltd. And (v) Compuprint, Ltd.; and

          (vi) it is in compliance with all laws and regulations with respect to
               the Premise including those governing hazardous waste, asbestos,
               and any other environmental issues that the Lender and its
               counsel deem to be appropriate.

     b.   Financial Statements; Accurate No Change. All financial statements of
          such Obligor previously delivered to the Lender, whether or not in
          connection with this Loan, are complete, correct, present fairly the
          financial condition of that entity, reflect every liability (whether
          direct or contingent) and there has been no material adverse change in
          the financial condition of Guarantor since financial statements dated
          September 30, 2004;

     c.   Other Agreements. This Agreement will not violate any other indenture
          or other agreement nor any law, order, rule or regulation of any
          government instrumentality applicable to such Obligor or by which its
          property is bound;

     d.   First Lien. Any security interest created as collateral for the Loan
          constitutes a valid, first and prior perfected lien in favor of the
          Lender;

     e.   Litigation. There are no suits or proceedings pending or threatened
          against such Obligor or affecting any of its properties (of which such
          Obligor has any knowledge);

     f.   Taxes. Such Obligor has filed all required Federal, state, and local
          returns, including those for corporate franchise taxes, and has paid
          all taxes or assessments due thereon;

     g.   ERISA. Such Obligor, if required, is in compliance in every material
          respect with the applicable provisions of the Employee Retirement
          Income Security Act of


                                                                               2




<PAGE>

          1974 ("ERISA") and regulations or published interpretations thereof
          and has not had a Reportable Event occur with respect to any Plan as
          defined in ERISA, and

     h.   Federal Reserve Regulations. Such Obligor is not engaged principally
          in nor has an important activity in the business of extending credit
          for the purpose of purchasing or carrying "margin stock" (as defined
          in Regulation U of the Board of Governors of the Federal Reserve
          System) nor will any part of the proceeds of this Loan be used, now or
          ultimately, to purchase or carry such stock or extend such credit or
          violate in any way Regulations G, T, U or X of such Board of
          Governors.

2.   Affirmative Covenants:

     Each Obligor covenants and agrees that, from the date hereof until the full
     satisfaction of the obligations under this Agreement and the Note, it
     shall:

     a.   Existence; Properties. Preserve, protect, renew and keep in full force
          and effect its existence, all rights, licenses, permits, patents,
          trademarks, trade names and franchises; comply with all laws and
          regulations applicable to it; not materially alter the nature or scope
          of business and presently conducted by it and preserve, repair and
          maintain all property utilized in the conduct of its business;

     b.   Insurance. Maintain insurance with financially sound insurers on its
          properties against such risks as fire, public liability, lack of
          fidelity by its employees all as is customary with companies in
          similar businesses or, with respect to the Borrower, as reasonably
          required by the Lender. With respect to the Borrower only, maintain
          the Lender as loss payee on all appropriate insurance policies as its
          interest may appear.

     c.   Environmental. Comply with the requirements of all Federal, state and
          local laws, ordinances, rules, regulations or policies governing the
          use, storage, treatment, transportation, manufacture, refinement,
          handling, production or disposal of hazardous materials, provide to
          the Lender all documentation in connection with such compliance that
          the Lender may reasonably request, and defend, indemnify, and hold
          harmless the Lender, its employees, agents, officers, and directors,
          from and against any claims, demands, penalties, fines, liabilities,
          settlements, damages, costs, or expenses of whatever kind of nature,
          known or unknown, contingent or otherwise, arising out of, or in any
          way related to, (i) the presence, disposal, release, or threatened
          release of any hazardous materials on any property at any time owned
          or occupied by the Obligor or its subsidiaries; (ii) any personal
          injury (including wrongful death) or property damage (real or
          personal) arising out of or related to such hazardous materials; (iii)
          any lawsuit brought or threatened, settlement reached, or governmental
          order relating to such hazardous materials; and (iv) any violations of
          laws, orders, regulations, requirements or demands of government
          authorities, or any policies or requirements of the Lender, which are
          based upon or in any way related to such


                                                                               3




<PAGE>

          hazardous materials including, without limitation, attorney and
          consultant fees, investigation and laboratory fees, court costs, and
          litigation expenses.

     d.   Financial Statements. Furnish to the Lender the following information:

          (i)  Throughout the term of the Loan, as soon as available, but in any
               event not later than 120 days after the end of each fiscal year,
               audited, consolidated financial statements (the form of such
               statements to be prepared in accordance with GAAP and reasonably
               satisfactory to the Lender) of the Guarantor, including, without
               limitation, a balance sheet of the Guarantor as of the end of
               such fiscal year, statements of income and related earnings and
               of cash flows, and in comparative form, all prepared by an
               auditor acceptable to the Lender showing the operations and
               financial condition of the Guarantor at the close of such year,
               plus a schedule prepared by management consolidating the
               operations and balance sheets of the Borrower with the Guarantor;

          (ii) Throughout the term of the Loan, as soon as available, but in any
               event not later than 90 days after the end of the second quarter
               of each fiscal year, management prepared consolidated financial
               statements for the Guarantor showing their accuracy certified in
               a manner satisfactory to the Lender by a responsible officer of
               the Borrower and the Guarantor;

          (iii) Throughout the term of the Loan, as soon as available, but in
               any event not later than 60 days after the end of the first and
               third quarter of each fiscal year, management prepared quarterly
               financial statements for the Guarantor showing their accuracy
               certified in a manner satisfactory to the Lender by a responsible
               officer of the Guarantor; and

          (iv) The Borrower and the Guarantor shall deliver to the Lender within
               ten (10) days after request, such further detailed information
               covering the operation of the Premises and the financial affairs
               of the Borrower and the Guarantor, or any affiliated or related
               party, as may be requested by the Lender.

     e.   Access to Premises and Records. Upon written request, allow the
          Lender's representative access to any or all of such Obligor's
          properties and financial records, to make extracts from such records
          and to discuss the business, finances and affairs with its officers.

     f.   Notices. Give written notice to the Lender of:

          (i)  ERISA: the details of any Reportable Event as defined in ERISA
               which has occurred;


                                                                               4




<PAGE>

          (ii) EVENT OF DEFAULT: the occurrence of any event which alone or with
               notice, the passage of time of both, would constitute an Event of
               Default; or

          (iii) LITIGATION: the commencement of any proceeding or litigation
               which, if, adversely determined, would adversely affect its
               financial condition or ability to conduct business.

     g.   Payment of Indebtedness, Taxes, etc.

          Pay all indebtedness and obligations as and when due and payable and
          pay and discharge or cause to be paid and discharged promptly all
          taxes, assessments and governmental charges or levies imposed on it or
          upon its income and profits, or upon any of its property, real,
          personal or mixed, or upon any part thereof, before the same shall
          become in default, as well as all lawful claims for labor, materials
          and supplies or otherwise which, if unpaid, might become a lien or
          charge upon such properties or any part thereof; provided, however,
          that the Obligor shall not be required to pay and discharge or cause
          to be paid and discharged any such tax, assessment, charge levy or
          claims so long as the validity thereof shall be contested in good
          faith by appropriate proceedings, and the Obligor shall have set aside
          on its books adequate reserves with respect to any such tax,
          assessment, charge, levy or claim so contested; further provided all
          such taxes, assessments, charges, levies or claims shall be
          immediately paid upon the commencement of proceedings to foreclose any
          lien which has attached as security therefor.

     h.   Compliance with Applicable Laws.

          Comply with the requirements of all applicable laws, rules,
          regulations and orders of any governmental authority, the breach of
          which would materially and adversely affect the business, operations,
          prospects, properties or assets or the conditions, financial or
          otherwise, of the Obligor and its Subsidiaries taken as a whole,
          including, without limitation, the rules and regulations of the Board
          of Governors of the Federal Reserve Systems, and the Federal Deposit
          Insurance Corporation.

3.   Negative Covenants: The Borrower covenants and agrees that, from the date
     hereof until the full satisfaction of obligations under this Agreement and
     the Note, it will not without the Lender's prior written consent;

     a.   Indebtedness. Create, incur or assume any indebtedness for borrowed
          money other than:

          (i)  that provided under this Agreement or otherwise consented to by
               the Lender;


                                                                               5




<PAGE>

          (ii) that owing on the date hereof and scheduled;

          (iii) that which is subordinated to indebtedness due the Lender on
               terms satisfactory to the Lender ("Approved Subordinated Debt");

          (iv) trade indebtedness incurred in the normal course of business; and

          (v)  indebtedness in connection with purchase money mortgages as
               outlined below in 3(b)(v).

     b.   Liens. Create, incur or permit to exist against any of its properties
          or assets, real or personal, tangible or intangible, now owned or
          hereafter acquired, any mortgage or other lien or encumbrance, except:

          (i)  deposits or pledges relating to the payment of Workman's
               Compensations, Unemployment Insurance, old age pension or other
               Social Security:

          (ii) deposits or pledges relating to the performance or bids, tenders,
               contracts, or leases;

          (iii) deposits or pledges relating to statutory obligations and surety
               or appeal bonds necessary to the continuance of the business in
               the ordinary course;

          (iv) liens for taxes not delinquent or being contested in good faith
               and by appropriate proceedings;

          (v)  purchase money mortgages or other purchase money liens upon
               property hereafter acquired; and

          (vi) liens in connection with 3(a).

     c.   Contingent Liabilities. Assume, guarantee, endorse or otherwise become
          directly or contingently liable for the obligations of any other
          person except for the Guaranty in connection with this Agreement, the
          endorsement of negotiable instruments for deposit or collection in the
          ordinary course of business or guarantees in connection with 3(a).

     d.   Asset Sale. Sell, transfer, lease, sell and thereafter enter into an
          arrangement with the buyer to rent or lease back all or any
          substantial part of its properties or assets.

     e.   Material Change. Materially alter the nature of Borrower's business.


                                                                               6




<PAGE>

     f.   Merger. Consolidate with or merge into any other corporation, or
          permit another corporation to merge into it unless the Borrower is the
          surviving entity, or acquire all or substantially all of the
          properties or assets of any other Person ("Person" is defined as
          natural persons, corporations, business trust associations, companies
          and partnerships).

     g.   Note/Accounts Sale. Sell, assign, discount or otherwise dispose of any
          of its notes or accounts receivable except for collection in the
          ordinary course of business.

     h.   Investments. Purchase or make any investment in the stock, securities
          or evidences if indebtedness of any other Person except:

          (i)  a Guarantor;

          (ii) the United States Government and its agencies; and

          (iii) Certificates of Deposit of domestic Lenders having capital and
               surplus in excess of $100,000,000 and money market funds with
               total assets of not less than $2 billion.

     i.   Dividends. Declare or pay any dividend or make any other distribution
          other than in cash, with respect to any shares of capital stock or
          redeem, purchase, or retire any shares of any class of capital stock
          or set apart any sum for such purposes.

4.   Financial Covenants: The Borrower shall comply with the financial covenants
     set forth below:

     a.   The Borrower shall at all times during the term of the Loan maintain a
          Debt Service Coverage Ratio of no less than 1.0:1.0. The term "Debt
          Service Coverage Ratio" shall mean the sum arrived at by dividing the
          sum of Earnings Before Interest, Taxes, Depreciation and Amortization
          less Unfunded Capital Expenditures by the sum of principal and
          interest on all scheduled debt payments including capitalized leases.

     b.   Except for trade indebtedness incurred in the ordinary course of
          business, the Borrower shall not make or incur any additional interest
          bearing debt other than the Loan or any other indebtedness to the
          Lender.

     All accounting terms used herein, unless otherwise defined, shall have the
     meanings ascribed under GAAP. All determinations with respect to the
     Borrower's compliance with the financial covenants outlined above shall be
     made by the Lender, whose determinations shall be final absent manifest
     error.

5.   Intentionally Omitted.


                                                                               7




<PAGE>

6.   Events of Default: In case of the happening of any of the following events
     ("Events of Default"):

     a.   Any representation of warranty made herein, in any Loan Document or in
          any other instrument, agreement or certificate furnished in connection
          with any of the foregoing shall prove false or misleading in any
          material respect;

     b.   Any occurrence delineated in the Note, the Deed of Trust or any other
          Loan Document as an Event of Default;

     c.   Any Obligor shall default in the due observance or performance of any
          financial or negative covenant contained in this Agreement or any
          other Loan Document;

     d.   Any Obligor shall default in the due observance or performance of any
          covenant, condition or agreement (other than those referred to in
          sections (b) and (c) immediately above) contained in this Agreement to
          which it is a party and such default shall continue unremedied for 10
          days after notice from the Lender of such default demanding that it be
          cured;

     e.   Any Obligor shall default in the due observance or performance of any
          covenant, condition or agreement with respect to any other funded
          indebtedness (principal and interest) or obligation of such Obligor to
          the Lender or to any other person or entity, including, but not
          limited to, any default by the Guarantor under the existing revolving
          credit facility extended by the Lender, as Agent for the lenders in
          connection therewith to the Guarantor and evidenced by a certain
          Revolving Credit Agreement dated as of December 21, 2000, as the same
          may be amended, modified, extended, increased and restated from time
          to time (the "Existing Credit Agreement");

     f.   Final judgment greater than $50,000.00 against the Borrower or final
          judgment greater than $500,000.00 against the Guarantor, if
          undischarged or unbonded within 60 days;

     g.   Dissolution of the Borrower or Guarantor;

     h.   A transfer of membership interests in the Borrower or if the
          beneficial shareholder and ownership interests of Nathan Kahn and
          Sandra Kahn in the Guarantor (which is 42% as of the date hereof)
          shall in any material manner be encumbered, sold, transferred or
          conveyed, or permitted to be further encumbered, sold, transferred,
          assigned or conveyed, without the prior consent of the Lender, which
          consent shall not be unreasonably withheld or delayed, provided that
          the Lender receives at least thirty (30) days prior written notice of
          such event and the Guarantor complies with the reasonable requests of
          Lender in making its determination.;


                                                                               8




<PAGE>

     i.   A Reportable Event shall have occurred with respect to any Plan as
          defined in ERISA and (i) the Lender has notified the affected Obligor
          in writing that it has determined that such Reportable Event
          constitutes reasonable grounds for termination of such Plan by the
          Pension Benefit Guaranty Corporation or the appointment of a trustee,
          to administer the Plan, by an appropriate U.S. District Court or (ii)
          such termination proceedings are commenced or such appointment occurs;

     j.   Any Obligor shall (i) voluntarily commence any case, proceeding or
          other action or file any petition seeking relief under Title 11 of the
          United States Code or any other existing or future Federal domestic or
          foreign bankruptcy, insolvency or similar law, (ii) consent to the
          institution of, or fail to controvert in a timely and appropriate
          manner, any such proceeding or the filing of any such petition, (iii)
          apply for or consent to the employment of a receiver, trustee,
          custodian, sequestrator or similar official for any Obligor or for a
          substantial part of their property, (iv) file an answer admitting the
          material allegations of a petition filed against it in any such
          proceeding, (v) make a general assignment for the benefit of
          creditors, (vi) become unable, admit in writing its inability or fail
          generally to pay its debts as they become due or (vii) take corporate
          action for the purpose of effecting any of the foregoing;

     k.   An involuntary case, proceeding or other action shall be commenced or
          an involuntary petition shall be filed in a court of competent
          jurisdiction seeking (i) relief in respect of any Obligor or of a
          substantial part of its property, under Title 11 of the United States
          Code or any other existing or future Federal, domestic or foreign
          bankruptcy, insolvency or similar law, (ii) the appointment of a
          receiver, trustee, custodian, sequestrator or similar official for any
          Obligor or for a substantial part of their property, or (iii) the
          winding-up or liquidation of any Obligor; and such proceeding or
          petition shall continue undismissed for 60 days or an order or decree
          approving or ordering any of the foregoing shall continue unstayed and
          in effect for 60 days;

     l.   There shall be commenced against any Obligor any case, proceeding or
          other action seeking issuance of a warrant of attachment, execution,
          distraint or similar process against all or any substantial part of
          its assets which results in the entry of an order for any such relief
          which shall not have been vacated, discharged or stayed or bonded
          pending appeal within sixty (60) days from the entry thereof;

          then, the Note shall be immediately due and payable in full, both as
          to principal and interest, without presentment, demand, protect or
          notice of any kind, all of which area hereby expressly waived,
          anything contained herein, in the Note, or in any other Loan Document
          to the contrary notwithstanding.

7.   Miscellaneous:


                                                                               9




<PAGE>

     a.   Expenses. The Obligors will pay all out-of-pocket losses, costs and
          expenses incurred by the Lender in connection with the Loan hereunder,
          the enforcement of any provision of this Agreement, the Note or the
          collection of any amount due hereunder or thereunder including but not
          limited to, the reasonable fees and disbursements of counsel and local
          Maryland counsel to the Lender incurred in the course of so enforcing
          such rights.

     b.   No Waiver. No failure or delay by the Lender in exercising any right,
          power or remedy hereunder upon a breach hereof shall constitute a
          waiver of any such term, condition, covenant, agreement, right, power
          of Lender from exercising any such rights, power or remedy at any
          later time or times.

     c.   Funds; Manner of Repayment. Unless otherwise specified herein, each
          Loan, each payment and prepayment of principal of and interest on the
          Notes shall be made by the Borrower not later than 12:00 noon, New
          York City time, on the date on which it is payable. Each Loan, each
          payment and prepayment of principal and interest on the note, shall be
          made in Federal or other immediately available funds.

     d.   Indemnity. The Obligors shall reimburse the Lender for any loss of
          expense incurred as a result of any default in payment of principal
          and/or interest on any loan or any Event of Default, such
          reimbursement to cover losses sustained in reemploying deposits
          acquired to fund the loans as well as other related expenses.

     e.   Amendments. The Lender shall not be deemed to have waived any of the
          terms, agreements, conditions and covenants hereof, except by a
          writing signed by an officer of the Lender and delivered to the
          Obligors. This Agreement may be amended by a supplemental Agreement
          setting forth such amendment or amendments when properly executed by
          all the parties to this Agreement.

     f.   GAAP. All accounting terms used herein shall have the meaning assigned
          to them by generally accepted accounting principles ("GAAP"), unless
          otherwise defined.

     g.   Law Governing. This agreement and all rights hereunder, shall be
          governed by the laws of the state of New York and applicable laws of
          the United States and shall be binding upon the Obligors, their heirs,
          executors, administrators, successors and assigns and shall inure to
          the benefit of the Lender, its successors and assigns. The obligations
          and conditions of this Agreement shall continue until all indebtedness
          and liability of the Obligors to the Lender hereunder has been paid
          and satisfied in full.

     h.   Sale/Assignment. The Lender reserves the right to sell, assign or
          participate the loans and/or the commitment hereunder without
          limitation.


                                                                              10




<PAGE>

     i.   Waivers. The parties hereto hereby irrevocably and unconditionally
          waive any and all rights to trial by jury in any action, suit or
          counterclaim arising in connection with, out of or otherwise related
          to this Agreement, the Note, the Deed of Trust and every other Loan
          Document heretofore, now or hereafter executed and/or delivered in
          connection therewith, the Loan and all other obligations of the
          Borrower or Guarantor related thereto or in any way related to this
          transaction or otherwise with respect to the Premises.

     j.   Set-Off. The Obligors hereby give to the Lender a lien on, security
          interest in and right of set-off against all moneys, securities and
          other property of the Obligors and the proceeds thereof, now or
          hereafter delivered to remain with or in transit in any manner to the
          Lender, its correspondents or its agents from or for the borrower,
          whether for safekeeping, custody, pledge, transmission, collection or
          otherwise or coming into possession, control or custody of the Lender
          in any way, and also, any balance of any deposit accounts and credits
          of the Obligors with, and any and all claims of the Obligors against
          the Lender at any time existing, as collateral security for the
          payment of the Note and the Guaranty and all other liabilities and
          obligations now or hereafter owned by the Obligors to the Lender,
          contracted with or acquired by the Lender, whether joint, several,
          absolute contingent, secured, unsecured, matured or unmatured (all of
          which are hereafter collectively called "Liabilities"), upon an Event
          of Default under the Deed of Trust or this Agreement or a default
          under any other Loan Document, without prior notice, to apply such
          balances, credits or claims, or any part thereof, to such Liabilities
          in such amounts as it may select, whether contingent, unmatured or
          otherwise and whether any collateral security therefore is deemed
          adequate or not. The collateral security described herein shall be in
          addition to any collateral security described in any separate
          agreement executed by the Borrower.

     This agreement sets forth the entire understanding of the parties, and the
undersigned waives the right to assert defenses, set offs and counterclaims in
any litigation relating to the obligation. The undersigned acknowledges that no
oral or other agreements, conditions, promises, understanding, representations
or warranties exist in regard to the obligation hereunder except those
specifically set forth herein.

     All of the terms, covenants, conditions and stipulations contained in the
Loan Documents are hereby ratified and confirmed in all respects, shall continue
to apply with full force and effect.

     Neither this Agreement nor any other Loan Document nor any provision hereof
or thereof may be modified, amended, changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.

     This Agreement may be executed in one or more counterparts each of which
shall be an original but all of which, when taken together, shall constitute one
and the same instrument. The


                                                                              11




<PAGE>

failure of any party listed below to execute, acknowledge or join in this
Agreement, or any counterpart hereof, shall not relieve the other signatories
from the obligations hereunder.

     This Agreement is and shall be deemed to be a contract entered into
pursuant to the laws of the State of New York and shall in all respects be
governed, construed, applied and enforced in accordance with the laws of the
State of New York.

     This Agreement is binding upon, and shall inure to the benefit of, the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.

     If any term, covenant, provision or condition of this Agreement or any of
the other Loan Documents shall be held to be invalid, illegal or unenforceable
in any respect, this Agreement shall be construed without such term, covenant,
provision or condition.

                         [NO FURTHER TEXT ON THIS PAGE]


                                                                              12




<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                                     6900 QUAD AVENUE, LLC,
                                     a Delaware limited liability company

                                     By: EMPIRE RESOURCES, INC., its sole member
                                         a Delaware corporation


                                     By:
                                         ---------------------------------------
                                         Name: Sandra R. Kahn
                                         Title: Vice President


                                     EMPIRE RESOURCES, INC.,
                                     a Delaware corporation


                                     By:
                                         ---------------------------------------
                                         Name: Sandra R. Kahn
                                         Title: Vice President


                                     JPMORGAN CHASE BANK, N.A.,
                                     a national banking association


                                     By:
                                         ---------------------------------------
                                         Thomas Drake, Vice President


                                                                              13




<PAGE>

STATE OF NEW JERSEY   )
                      ) ss.:
COUNTY OF MORRIS      )

     On the 22 day of December in the year 2004 before me, the undersigned, a
Notary Public in and for said State, personally appeared Sandra Kahn, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


                                     /s/ David Hascup
                                     -------------------------------------------
                                     NOTARY PUBLIC

STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF BRONX       )

     On the 22 day of December in the year 2004 before me, the undersigned, a
Notary Public in and for said State, personally appeared Thomas Drake,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


                                     /s/ Erma J. McPherson
                                     -------------------------------------------
                                     NOTARY PUBLIC


                                                                              14