THIRD  AMENDMENT AND LIMITED  WAIVER
                       dated  as of March  30,  2001  (this  "Third
                       Amendment   and  Limited   Waiver")  to  the
                       Amended and Restated Credit  Agreement dated
                       as of May 26, 2000, (the "Credit Agreement")
                       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 (in such capacity,  the
                       "Administrative  Agent") and Issuing Lender,
                       and Canadian  Imperial Bank of Commerce,  as
                       Documentation  Agent (in such capacity,  the
                       "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, the First Amendment dated as of August 8, 2000
among the Borrower,  the Parent, the Lenders,  the Administrative  Agent and the
Documentation  Agent,  the  Second  Amendment  and  Limited  Waiver  dated as of
November  13,  2000  among  the   Borrower,   the  Parent,   the  Lenders,   the
Administrative  Agent and the Documentation  Agent, and this Third Amendment and
Limited Waiver, 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
and waive compliance with 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 1.01 Amendments to Section 1.1.

         (a) The  definition  of  "Applicable  ABR Margin" in Section 1.1 of the
Credit  Agreement  is  hereby  deleted  in its  entirety  and the  following  is
substituted in lieu thereof:

                  "  "Applicable  ABR Margin" shall mean
                  (a) with respect to any Tranche A Revolving  Loan  outstanding
                  on any day:

                           (i) 0.50%, if such day falls within a Level I Pricing
                           Period;
                           (ii)  0.75%,  if such  day  falls  within  a Level II
                           Pricing Period;
                           (iii)  1.00%,  if such day  falls  within a Level III
                           Pricing Period;
                           (iv)  1.25%,  if such  day  falls  within  a Level IV
                           Pricing Period;
                           (v) 1.75%, if such day falls within a Level V Pricing
                           Period;
                           (vi)  2.25%,  if such  day  falls  within  a Level VI
                           Pricing Period; and

                  (b) with respect to any Tranche B Revolving  Loan  outstanding
                  on any day:

                           (i) 0.50%, if such day falls within a Level I Pricing
                           Period;
                           (ii)  0.75%,  if such  day  falls  within  a Level II
                           Pricing Period;
                           (iii)  1.00%,  if such day  falls  within a Level III
                           Pricing Period; and
                           (iv)  1.25%,  if such  day  falls  within  a Level IV
                           Pricing Period".

         (b) The definition of  "Applicable  LIBOR Margin" in Section 1.1 of the
Credit  Agreement  is  hereby  deleted  in its  entirety  and the  following  is
substituted in lieu thereof:

                  "Applicable  LIBOR Margin" shall mean,

                  (a) with respect to any Tranche A Revolving  Loan  outstanding
                  on any day:

                           (i) 1.75%, if such day falls within a Level I Pricing
                           Period;
                           (ii)  2.00%,  if such  day  falls  within  a Level II
                           Pricing Period;
                           (iii)  2.25%,  if such day  falls  within a Level III
                           Pricing Period;
                           (iv)  2.50%,  if such  day  falls  within  a Level IV
                           Pricing Period;
                           (v) 3.00%, if such day falls within a Level V Pricing
                           Period;
                           (vi)  3.50%,  if such  day  falls  within  a Level VI
                           Pricing Period; and

                  (b) with respect to any Tranche B Revolving  Loan  outstanding
                  on any day:

                           (i) 1.75%, if such day falls within a Level I Pricing
                           Period;
                           (ii)  2.00%,  if such  day  falls  within  a Level II
                           Pricing Period;
                           (iii)  2.25%,  if such day  falls  within a Level III
                           Pricing Period; and
                           (iv)  2.50%,  if such  day  falls  within  a Level IV
                           Pricing Period".

         (c) The  definition  of "Level V Pricing  Period" in Section 1.1 of the
Credit  Agreement  is  hereby  deleted  in its  entirety  and the  following  is
substituted in lieu thereof:

                  " "Level V Pricing Period" shall mean, with respect to Tranche
         A Revolving Loans and subject to Section 2.2(d)(iii),  any period on or
         after the  Effective  Date during which the  Leverage  Ratio is greater
         than  5.00:1.00  but less  than or equal to  5.50:1.00  and no Event of
         Default has occurred and is continuing."

         (d) The  following  definition  is hereby  added to Section  1.1 of the
Credit Agreement:

                  " "Level VI  Pricing  Period"  shall  mean,  with  respect  to
         Tranche A Revolving  Loans,  any period on or after March 1, 2001 which
         is not a Level I Pricing  Period,  Level II Pricing  Period,  Level III
         Pricing  Period,  Level IV  Pricing  Period or Level V Pricing  Period;
         provided,  that  any  reference  to Level VI  Pricing  Period  which is
         measured  prior to  March 1,  2001  shall be  deemed a Level V  Pricing
         Period."

         SECTION 1.02 Amendment to Section  2.2(d)(iii).  Section 2.2(d)(iii) of
the Credit  Agreement is hereby  deleted in its  entirety  and the  following is
inserted in lieu thereof:

                  "(iii) Pricing Periods.  Each Level I Pricing Period, Level II
         Pricing  Period,  Level III Pricing  Period,  Level IV Pricing  Period,
         Level V Pricing  Period or Level VI  Pricing  Period  (each a  "Pricing
         Period") shall commence on (and include) the date that is the first day
         of the third  month  following  the end of each  fiscal  quarter of the
         Borrower  and shall  terminate  on the day before the  beginning of the
         next Pricing Period.  Notwithstanding  the foregoing,  in the event the
         Borrower has failed to deliver any Required Financial  Information when
         due in accordance  with Section 6.1, a Level VI Pricing Period shall be
         deemed to be in effect beginning as of the first day of the third month
         following  the  end  of the  fiscal  quarter  for  which  any  Required
         Financial  Information  was not  timely  delivered  and  such  Level VI
         Pricing Period shall remain  effective  until a fiscal quarter in which
         Borrower has delivered the Required  Financial  Information when due in
         accordance with Section 6.1, and then the applicable  Pricing Period as
         determined  pursuant  hereto with  reference to the Required  Financial
         Information shall become effective on the date determined in accordance
         with the first sentence of this clause (iii) above.

         Interest  on Tranche A  Revolving  Loans shall be payable in arrears on
each  applicable  Interest  Payment  Date  (and at such  other  times  as may be
specified herein)."

         SECTION 1.03 Amendment to Section 6.1(b).

                  (a) Section 6.01(b) of the Credit  Agreement is hereby deleted
in its entirety and the following is substituted in lieu thereof:

                  "(b) Monthly and Weekly Financial  Statements.  (i) As soon as
         available,  and in any event within 45 days after the end of each month
         in each fiscal year of the Parent,  a  consolidated  and  consolidating
         balance sheet of the Parent and its Consolidated Subsidiaries as of the
         end of such month, together with related consolidated and consolidating
         statements  of operations  and retained  earnings and of cash flows for
         such month and the then elapsed  portion of such fiscal  year,  setting
         forth in comparative form  consolidated and  consolidating  figures for
         the  corresponding  period  of the  preceding  fiscal  year,  all  such
         financial statements to be in reasonable form and detail and reasonably
         acceptable  to  the   Administrative   Agent,   and  accompanied  by  a
         certificate of the chief financial  officer of the Parent to the effect
         that such monthly financial statements have been prepared in accordance
         with GAAP and fairly present in all material  respects the consolidated
         financial  position and  consolidated  results of  operations  and cash
         flows of the Parent and its  Consolidated  Subsidiaries  in  accordance
         with GAAP  consistently  applied,  subject  to changes  resulting  from
         normal year-end audit adjustments.

                  (ii) As soon as  available,  and in any event by 5:00 p.m.  of
         every  Tuesday,  a  forecast  of  the  Parent's  and  its  Consolidated
         Subsidiaries'  cash  receipts  and cash  disbursements  for the ensuing
         twelve calendar weeks (broken down  week-by-week),  such forecast to be
         in reasonable  detail,  prepared by the Parent and in form satisfactory
         to the Administrative Agent.

                  (b) Section  6.1(c) of the Credit  Agreement is hereby amended
by replacing "6.1(b)" with "6.1(b)(i)" in the second line thereof.

         SECTION  1.04  Amendment  to Section 6. Section 6.14 is hereby added to
the Credit Agreement:

                  "Section  6.14.  Discretionary  Prepayments.  On or  prior  to
         September 30, 2001,  the Borrower shall either (i) (a) prepay the Loans
         in an amount less than $10,000,000 and (b) pay the Administrative Agent
         for the account of each Lender a fee equal to $500,000 payable pro-rata
         to each of the Lenders in proportion to each such Lender's  Commitment,
         (ii) (a) prepay the Loans in an amount  greater  than  $10,000,000  but
         less  than  $20,000,000  and (b) pay the  Administrative  Agent for the
         account of each Lender a fee equal to $250,000 payable pro-rata to each
         of the Lenders in proportion to each such Lender's  Commitment or (iii)
         prepay  the Loans in an amount  equal to or greater  than  $20,000,000;
         provided  that any payment made  pursuant to this Section 6.14 shall be
         applied  (1) first pro rata to the  Tranche A  Revolving  Loans (with a
         corresponding  reduction in the Tranche A Revolving  Committed  Amount)
         and the Tranche B Revolving  Loans (with a  corresponding  reduction in
         the  Tranche B  Revolving  Committed  Amount),  and (2)  second to cash
         collateralize LOC Obligations."

         SECTION  1.05  Amendment  to  Section  7.6.  Section  7.6 of the Credit
Agreement is hereby  amended by adding the  following at the end of such section
before the period:

                  ";  provided that none of the  Consolidated  Parties will make
         any Permitted Acquisition during fiscal year 2001".

         SECTION  1.06  Amendment  to Section  7.14.  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 2001 of the Borrower
         to be more than $7,500,000.  The Borrower will not permit  Consolidated
         Capital  Expenditures for any fiscal year of the Borrower thereafter to
         be more than $9,000,000."

         SECTION 1.07 Amendments to Section 7.19.

            (a) Section 7.19(a) of the Credit Agreement is hereby deleted in its
   entirety and the following is inserted in lieu thereof:

                  "(a) Interest Coverage Ratio. The Borrower will not permit the
         Interest  Coverage  Ratio,  as of the last day of any fiscal quarter of
         the  Borrower,  to be less  than the ratio  specified  in the table set
         forth below for such period:

         From                To and Including          Interest Coverage Ratio
         ----                ----------------          -----------------------
         January 1, 2001     March 31, 2001            1.15 to 1.00
         April 1, 2001       June 30, 2001             1.30 to 1.00
         July 1, 2001        September 30, 2001        1.40 to 1.00
         October 1, 2001     December 31, 2001         1.85 to 1.00
         January 1, 2002     March 31, 2002            1.90 to 1.00
         April 1, 2002       June 30, 2002             1.90 to 1.00
         July 1, 2002        Thereafter                2.00 to 1.00".

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

                  "(b) Leverage Ratio. The Borrower will not permit the Leverage
         Ratio, as of the last day of any fiscal quarter of the Borrower,  to be
         greater than the ratio  specified in the table set forth below for such
         period:

         From                       To and Including          Leverage Ratio
         ----                       ----------------          --------------
         January 1, 2001            March 31, 2001            8.80 to 1.00
         April 1, 2001              June 30, 2001             7.90 to 1.00
         July 1, 2001               September 30, 2001        7.15 to 1.00
         October 1, 2001            December 31, 2001         5.56 to 1.00
         January 1, 2002            March 31, 2002            5.50 to 1.00
         April 1, 2002              June 30, 2002             5.25 to 1.00
         July 1, 2002               September 30, 2002        5.00 to 1.00
         October 1, 2002            Thereafter                4.50 to 1.00".

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

                  "(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:

                  March 31, 2001                              $18,800,000
                  June 30, 2001                               $21,000,000
                  September 30, 2001                          $23,000,000
                  December 31, 2001                           $29,700,000
                  March 31, 2002                              $30,000,000
                  June 30, 2002                               $31,000,000
                  September 30, 2002                          $33,000,000
                  December 31, 2002                           $33,000,000
                  March 31, 2003                              $33,000,000
                  June 30, 2003                               $33,000,000".

         SECTION  1.08  Limited  Waiver.  The  undersigned  hereby,  solely with
respect  to  the  Interest  Coverage  Ratio,  the  Leverage  Ratio  and  Minimum
Consolidated  EBITDA of the  Borrower  as of the last day of the fiscal  quarter
ended  December  31,  2000,  waive any Default or Event of Default  arising from
non-compliance with Sections 7.19(a),  7.19(b) and 7.19(d) of the Amended Credit
Agreement for such period.

         SECTION 1.09  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 Amended Credit  Agreement on its part to be
         observed or  performed  except for any  non-compliance  which is waived
         pursuant to this Third  Amendment and Limited  Waiver.  There exists no
         Default or Event of Default.

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

                  (c) This Third  Amendment  and Limited  Waiver 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 Third  Amendment  and Limited  Waiver (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 1.10  Effectiveness.  This Third  Amendment and Limited  Waiver
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 "Third Amendment and Limited Waiver Effective Date").

                  (a) The Administrative Agent shall have received duly executed
         counterparts  of this Third  Amendment and Limited  Waiver 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 Third Amendment and Limited Waiver 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 Third Amendment and Limited Waiver,  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 1.09 are true and
         correct on and as of the Third  Amendment and Limited Waiver  Effective
         Date.

                  (f) The  Administrative  Agent shall have  received such other
         documents,  legal opinions,  instruments and  certificates  relating to
         this  Third  Amendment  and  Limited  Waiver 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  Third
         Amendment  and Limited  Waiver 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 1.11 of this Third Amendment and Limited Waiver.

         SECTION 1.11  APPLICABLE  LAW. THIS THIRD  AMENDMENT AND LIMITED WAIVER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

         SECTION 1.12 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 Third  Amendment and Limited  Waiver,  (ii) an amendment fee
(the  "Amendment  Fee")  payable to the  Administrative  Agent in the  aggregate
amount  of 10 basis  points  on the  Commitment  of each  Lender as of the Third
Amendment  and Limited  Waiver  Effective  Date,  payable to each of the Lenders
executing the Third  Amendment and Limited  Waiver prior to the Third  Amendment
and Limited  Waiver  Effective Date (the  "Approving  Lenders") in proportion to
such Approving Lenders' Commitment over all Approving Lenders' Commitments.  The
agreement set forth in this Section 1.12 shall survive the  termination  of this
Third Amendment and Limited Waiver and the Amended Credit Agreement.

         SECTION 1.13 Counterparts.  This Third Amendment and Limited Waiver 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 Third
Amendment and Limited  Waiver by telecopier  shall be effective as delivery of a
manually executed counterpart of this Third Amendment and Limited Waiver.

         SECTION 1.14 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 Amended  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 Amended Credit
Agreement. The amendments provided herein shall apply and be effective only with
respect to the provisions of the Amended Credit Agreement  specifically referred
to by such amendments.  Except as expressly  amended herein,  the Amended 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.

                                                 [SIGNATURE PAGE TO FOLLOW]



<PAGE>


         IN WITNESS  WHEREOF,  the  Borrower,  the Parent and the  Lenders  have
caused  this Third  Amendment  and Limited  Waiver 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:  Brett A. Hickman
                        Title:  Sr. V.P. & General Counsel


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


                        By:
                           --------------------------------------------------
                        Name:  Brett A. Hickman
                        Title:  Sr. V.P. & General Counsel


LENDERS AND AGENTS      BANK OF AMERICA, N. A.,
------------------      individually  in its  capacities  as a Tranche A Lender,
                        as a Tranche  B Lender,  as  Administrative  Agent  and
                        as  Issuing Lender


                        By:
                           --------------------------------------------------
                        Name:
                        Title:


                        CANADIAN IMPERIAL BANK OF
                        COMMERCE,  individually  in  its capacities as a Tranche
                        A Lender and as Documentation Agent


                        By:
                           --------------------------------------------------
                        Name:
                        Title:


                        ZIONS FIRST NATIONAL BANK,
                        individually  in its  capacities  as a Tranche A Lender
                        and as a Tranche B Lender


                        By:
                           --------------------------------------------------
                        Name:  Thomas O. Coleman
                        Title:  Vice President