FIRST AMENDMENT dated as of August _____,  2000 (this "First
               Amendment")  to the Credit  Agreement  dated as of May 26,  2000,
               among ISG Resources,  Inc. (the "Borrower"),  Industrial Services
               Group, Inc. (the "Parent"), the Lenders (as defined in the Credit
               Agreement), Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as Administrative  Agent and Issuing Lender,  and Canadian
               Imperial Bank of Commerce, as Documentation Agent.


         Capitalized  terms used and not otherwise defined herein shall have the
meanings  assigned to such terms in the Credit Agreement (the Credit  Agreement,
as amended by, and  together  with,  this First  Amendment,  and as  hereinafter
amended, modified,  supplemented,  extended or restated from time to time, being
called the "Amended Credit Agreement").

         The Borrower has requested  the Lenders to, among other  things,  amend
certain covenants contained in the Credit Agreement.

         The parties  hereto have  agreed,  subject to the terms and  conditions
hereof, to amend the Credit Agreement as provided herein.

         Accordingly, the parties hereto hereby agree as follows:

         SECTION 1. Amendments to the Credit Agreement.  Subject to satisfaction
of the conditions precedent set forth in Section 3 of this First Amendment,  the
Credit Agreement is hereby amended as follows:

                   (a) Section 7.14 of the Credit Agreement is hereby deleted in
         its entirety and the following is inserted in lieu thereof:

                           " 7.14 Capital  Expenditures.  The Borrower  will not
                           permit Consolidated  Capital  Expenditures for fiscal
                           year   2000  of  the   Borrower   to  be  more   than
                           $10,000,000.    The   Borrower    will   not   permit
                           Consolidated Capital Expenditures for any fiscal year
                           of  the   Borrower   thereafter   to  be  more   than
                           $12,000,000."

                   (b) Section 7.19(c) of the Credit Agreement is hereby deleted
         in its entirety and the following is substituted in lieu thereof:

                           "(c)  Consolidated  Net Worth.  The Borrower will not
                           permit  Consolidated Net Worth as of the Closing Date
                           to be less than the "Minimum  Compliance  Level." The
                           Minimum  Compliance Level shall have been $24,000,000
                           on the Closing Date.

                   (c) Section 7.19(d) is hereby added:

                                    "(d)  Minimum   Consolidated   EBITDA.   The
                           Borrower  will not permit  Consolidated  EBITDA to be
                           less than the amount  set forth  below as of the last
                           day of the fiscal  quarter  set forth  opposite  such
                           amount:

                           June 30, 2000                        $28,000,000
                           September 30, 2000                   $28,000,000
                           December 31, 2000                    $28,000,000
                           March 31, 2001                       $28,000,000
                           June 30, 2001                        $28,000,000
                           September 30, 2001                   $30,000,000
                           December 31, 2001                    $30,000,000
                           March 31, 2002                       $30,000,000
                           June 30, 2002                        $30,000,000
                           September 30, 2002                   $32,000,000
                           December 31, 2002                    $32,000,000
                           March 31, 2003                       $32,000,000
                           June 30, 2003                        $32,000,000


         SECTION 2. Representations and Warranties. Each of the Borrower and the
Parent hereby represents and warrants to the Agents and the Lenders, as follows:

                  (a) The Borrower and the Parent are in compliance with all the
         terms and conditions of the Credit Agreement on its part to be observed
         or performed. There exists no Default or Event of Default.

                  (b) The  execution,  delivery and  performance  by each of the
         Borrower  and the Parent of this First  Amendment  dated as of the date
         hereof have been duly authorized by the Borrower and the Parent.

                  (c)  This  First   Amendment  dated  as  of  the  date  hereof
         constitutes  the legal,  valid and binding  obligations of the Borrower
         and the Parent enforceable against each in accordance with their terms.

                  (d) The  execution,  delivery and  performance by the Borrower
         and the  Parent of this First  Amendment  (i) do not  conflict  with or
         violate (A) any provision of law,  statute,  rule or regulation,  or of
         the constitutive documents of the Borrower or the Parent, (B) any order
         of any  Governmental  Authority or (C) any provision of any  indenture,
         agreement or other  instrument to which the Borrower or the Parent is a
         party or by which  they or any of their  respective  properties  may be
         bound and (ii) do not require any consents under, result in a breach of
         or  constitute  (with notice or lapse of time or both) a default  under
         any such indenture, agreement or instrument.

         SECTION 3.  Effectiveness.  This First Amendment shall become effective
only upon  satisfaction  of the following  conditions  precedent (the first date
upon which each such condition has been satisfied being herein called the "First
Amendment Effective Date").

                  (a) The Administrative Agent shall have received duly executed
         counterparts of this First Amendment which,  when taken together,  bear
         the authorized signatures of the Borrower, the Parent and the Lenders.

                  (b) The  Borrower,  the  Parent and the other  Credit  Parties
         shall have  obtained  all  governmental,  shareholder  and third  party
         consents   and   approvals   necessary   or,  in  the  opinion  of  the
         Administrative  Agent,  desirable  in  connection  with the  execution,
         delivery and  performance of this First  Amendment and the other Credit
         Documents  (including  the  exercise of remedies  under the  Collateral
         Documents) without any action being taken by any Governmental Authority
         that could restrain,  prevent or impose any material adverse  condition
         on the  Consolidated  Parties taken as a whole or such  transactions or
         that  could  seek  or  threaten  any  of the  foregoing,  and no law or
         regulation   shall  be   applicable   which  in  the  judgment  of  the
         Administrative Agent could have such effect.

                  (c) There shall not exist any order, decree, judgment,  ruling
         or injunction or any pending or threatened action, suit,  investigation
         or proceeding that purports to affect the transactions  contemplated by
         this  First  Amendment,  the  Credit  Facilities  or the other  related
         financings  or that could  reasonably  be  expected  to have a Material
         Adverse Effect.

                  (d)  None of the  Borrower  and the  Subsidiaries  shall be in
         violation of any law, rule or regulation, or in default with respect to
         any judgment, writ, injunction or decree of any Governmental Authority,
         where such violation or default could  reasonably be expected to result
         in a Material Adverse Effect.

                  (e) The  Administrative  Agent  shall  be  satisfied  that the
         representations  and  warranties  set  forth in  Section 2 are true and
         correct on and as of the First Amendment Effective Date.

                  (f) The  Administrative  Agent shall have  received such other
         documents,  legal opinions,  instruments and  certificates  relating to
         this First  Amendment as they shall  reasonably  request and such other
         documents,  legal  opinions,  instruments  and  certificates  shall  be
         satisfactory in form and substance to the Administrative  Agent and the
         Lenders.  All corporate and other  proceedings  taken or to be taken in
         connection  with this  First  Amendment  and all  documents  incidental
         thereto,  whether or not referred to herein,  shall be  satisfactory in
         form and substance to the Administrative Agent and the Lenders.

                   (g) The  Borrower  shall  have  paid all  fees  and  expenses
         referred to in Section 5 of this First Amendment.

         SECTION 4.  APPLICABLE  LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 5.  Expenses.  The Borrower shall pay (i) all fees and expenses
of counsel to the Administrative Agent outstanding as of the date hereof and all
reasonable  out-of-pocket  expenses incurred by the Administrative Agent and the
Lenders in connection with the preparation, negotiation, execution, delivery and
enforcement of this First Amendment, (ii) an amendment fee (the "Amendment Fee")
payable to the Agent in the aggregate amount of 5 basis points on the Commitment
of each Lender as of the First Amendment  Effective Date, payable to each of the
Lenders  executing the First Amendment  prior to the First  Amendment  Effective
Date. The agreement set forth in this Section 5 shall survive the termination of
this First Amendment and the Amended Credit Agreement.

         SECTION 6.  Counterparts.  This First  Amendment may be executed in any
number of  counterparts,  each of which shall  constitute an original but all of
which when taken  together shall  constitute  but one agreement.  Delivery of an
executed  counterpart of a signature page to this First  Amendment by telecopier
shall be effective as delivery of a manually executed  counterpart of this First
Amendment.

         SECTION 7. Credit Agreement.  Except as expressly set forth herein, the
amendments  provided  herein  shall  not  by  implication  or  otherwise  limit,
constitute  a waiver of, or  otherwise  affect the  rights and  remedies  of the
Administrative  Agent or the Lenders under the Credit Agreement,  nor shall they
alter,  modify,  amend  or in any  way  affect  any of  the  terms,  conditions,
obligations,  covenants or  agreements  contained in the Credit  Agreement.  The
amendments provided herein shall apply and be effective only with respect to the
provisions of the Credit Agreement  specifically referred to by such amendments.
Except as expressly amended herein,  the Credit Agreement shall continue in full
force and  effect in  accordance  with the  provisions  thereof.  As used in the
Credit Agreement, the terms "Agreement",  "herein", "hereinafter",  "hereunder",
"hereto" and words of similar import shall mean, from and after the date hereof,
the Amended Credit Agreement.


<PAGE>



         IN WITNESS  WHEREOF,  the  Borrower,  the Parent and the  Lenders  have
caused this First Amendment to be duly executed by their  respective  authorized
officers as of the day and year first above written.

BORROWER:                                  ISG RESOURCES, INC.,
--------                                   a Utah corporation

                                           By:_____________________
                                           Name:
                                           Title:


PARENT:                                    INDUSTRIAL SERVICES GROUP, INC.,
------                                     a Delaware corporation

                                           By:_____________________
                                           Name:
                                           Title:


LENDERS:                                   BANK OF AMERICA, N. A.,
-------                                    as a Lender

                                           By:____________________
                                           Name: David Strickert
                                           Title: Principal

                                           CANADIAN IMPERIAL BANK OF
                                           COMMERCE, as a Lender


                                           By:_____________________
                                           Name:
                                           Title:


                                           ZIONS FIRST NATIONAL BANK
                                           as Lender

                                           By:____________________
                                           Name:
                                           Title: