Exhibit 10.10

PLEDGE AGREEMENT

THIS
PLEDGE AGREEMENT (this Agreement), dated as of July 30, 2010 (the Effective
Date) between INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation
(Pledgor), whose principal place of business and mailing address is
7100 Grade Lane, Louisville, Kentucky 40232, and FIFTH THIRD BANK, an Ohio
banking corporation, as Agent for the benefit of the Secured Creditors (as
defined below) (Agent), is as follows:

DEFINITIONS.

1.1
Defined Terms. Any capitalized term used but not defined herein shall
have the meaning ascribed thereto in the Credit Agreement dated as of the date
of this Agreement among Borrowers and the Secured Creditors (the Credit
Agreement). In addition to the other terms defined in this Agreement,
whenever the following capitalized terms are used, they shall be defined as
follows:

Borrowers
means each of Pledgor and ISA Indiana, Inc., an Indiana corporation (ISA
Indiana).

Issuers
means each of the Persons identified as an Issuer on Schedule I
attached, and any other Person which becomes an Issuer after the date hereof
pursuant to Section 2.3, and any successors to any of the foregoing,
whether by merger or otherwise.

Permitted
Liens means (i) any current taxes and assessments not yet due and payable
owing by Pledgor; (ii) the Liens in favor of Agent; (iii) any Liens specified
in subsections (a), (g) or (h) of Section 8.8 of the Credit Agreement so
long as none of those Liens under Section 8.8 have priority over the
Liens in favor of Agent; and (iv) restrictions (A) applicable to interests in
corporations or limited liability companies, as applicable, generally under the
laws of the States of Indiana and Kentucky, as applicable to an Issuer, and (B)
under applicable securities laws.

Pledged
Interests means all of the Equity Interests (whether now owned or existing
or hereafter arising or acquired, whether the same constitutes general intangibles,
investment property, or a security under the Uniform Commercial Code, and
whether such interest is certificated or uncertificated) in each of the Issuers
and all securities (as that term is defined in the Uniform Commercial Code), if
any, issued by each of the Issuers.

Secured
Creditors means, collectively, Agent, the LC Issuer and the Lenders.

1.2
Other Definitional Provisions; Construction. Unless otherwise specified
in this Agreement, as used in this Agreement:

(i)
As used in this Agreement, accounting terms relating to Pledgor not defined in
this Agreement or the Credit Agreement have the respective meanings given to
them in accordance with GAAP.

(ii)
The definition of any document or instrument or agreement includes all
schedules, attachments and exhibits thereto and all renewals, extensions,
supplements, restatements and amendments thereof. All Exhibits and Schedules
attached to this Agreement are incorporated into, make and form an integral
part of, this Agreement for all purposes.

(iii)
Hereunder, herein, hereto, this Agreement and words of similar import
refer to this entire document; including is used by way of illustration and
not by way of limitation, unless the context clearly indicates the contrary;
the singular includes the plural and conversely; and any action required to be
taken by Pledgor is to be taken promptly, unless the context clearly indicates
the contrary.

(iv)
All of the uncapitalized terms contained in this Agreement which are now or
hereafter defined under the UCC will, unless the context indicates otherwise,
have the meanings provided for in the UCC.

2.
PLEDGE; DELIVERY.

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2.1
Security Interest. To secure the full, prompt and complete payment and
performance of the Obligations, as that term is defined in the Credit
Agreement, and all of the obligations and liabilities of Pledgor hereunder
(collectively, the Obligations), Pledgor hereby pledges to, grants to,
and creates in favor of Agent, for the benefit of the Secured Creditors, a
first priority Lien on, and continuing security interest in, the following
Property, whether now owned or existing or hereafter arising or acquired (the Pledged
Collateral):

all
of the Pledged Interests;

the
certificates or instruments, if any, representing the Pledged Interests which
may be delivered to Agent accompanied by indorsements executed in blank;

all
dividends and distributions (cash, stock, limited liability company interests,
other Capital Securities, or otherwise), cash, instruments, rights to
subscribe, purchase or sell and other rights and Property from time to time
received, receivable or otherwise distributed or distributable in respect of or
in exchange for any or all of the Pledged Interests;

all
replacements, additions to and substitutions for any of the foregoing,
including, without limitation, claims against third parties;

all
cash and non-cash proceeds, interest, profits and other income of or on any of
the foregoing described Property;

all
supporting obligations; and

all
books and records relating to any of the foregoing described Property.

2.2
Delivery of Pledged Collateral. Contemporaneously herewith, Pledgor has
delivered to Agent all of the certificates representing the Pledged Collateral,
to the extent certificated, together with separate stock, limited liability
company interests or other transfer forms duly indorsed, in blank, for the
transfer of the Pledged Collateral. If at any time prior to the termination of
this Agreement in accordance with Section 12, Pledgor obtains possession
of any other certificate, document or other evidence representing any of the
Pledged Collateral, Pledgor will immediately deliver such certificate, document
or other evidence to Agent. During such time as any such certificate, document
or other evidence representing any of the Pledged Collateral are in Pledgors
possession or control, Pledgor shall hold or control such certificate, document
or other evidence in trust for Secured Creditors benefit. All certificates,
documents or other evidence delivered to Agent shall be accompanied by separate
stock, limited liability company interests or other powers duly indorsed, in
blank, for transfer to the extent requested by Agent.

2.3
Additional Subsidiaries. If any Subsidiary which (i) is wholly-owned by
Pledgor, or (ii) in which Pledgor does not own 100% of the Pledged Interests
but with respect to which Pledgor is not precluded from pledging the Pledged
Interests thereof, in addition to the Issuers described on Schedule I,
is formed or acquired after the date of this Agreement, for purposes of this
Agreement (subject to Section 2.4 with respect to Foreign Issuers): (a)
such Subsidiary shall be deemed an Issuer; (b) Pledgor shall deliver to Agent
all of the Section 2.2 documentation required for the Pledged Interests
relating to such new Issuer as required by this Agreement; (c) Schedule I
shall be deemed amended to reflect such Pledged Interests. Nothing in this Section
2.3 or anything else contained in this Agreement shall be construed to
constitute any Secured Creditors consent to any Subsidiary that is not
expressly permitted by the provisions of the Credit Agreement or the other Loan
Documents.

2.4
Limitation Regarding Foreign Issuers. Notwithstanding anything to the
contrary in any Loan Document, as it respects the Equity Interests in any
foreign Subsidiary of Pledgor formed or acquired after the date of this
Agreement (each, a Foreign Issuer), such Lien shall be limited to 65%
of the Equity Interests in such Foreign Subsidiary; provided that if there occurs a change in the Internal
Revenue Code or the regulations promulgated thereunder that would no longer
require Pledgor to recognize income as a result of Pledgors pledge of 66 and
2/3 percent or more of the total combined voting power of all classes of Equity
Interests in any Foreign Issuer entitled to vote (Tax Law Change),
Pledgor will pledge hereunder, on Agents demand, the greatest number of shares
of such Foreign Issuer not previously pledged hereunder to the extent that the
Tax Law Change would not require Pledgor to recognize income as a result of
that pledge; it being the intent of Pledgor and the Secured Creditors that
Pledgor pledge

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the
maximum percentage of Equity Interests in each Foreign Issuer which, when
taking into account the Tax Law Change, would not require or be reasonably
likely to require Pledgor to recognize any income as a result of that pledge.
So long as no Event of Default has occurred and is continuing beyond any
applicable grace period (and which has not been waived in writing by, or cured
to the written satisfaction of, Agent in accordance with the Credit Agreement),
Agent will not require the preparation or registration of Pledgors pledge in
favor of Agent with respect to any Foreign Issuer in the jurisdiction of such
Foreign Issuers organization.

3.
REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and warrants
that:

(i)
There is no stamp duty, tax, levy, impost, deduction, charge, withholding or
similar duty, tax or fee imposed on or by virtue of the execution or delivery
of this Agreement or any other document to be furnished hereunder or in
connection herewith;

(ii)
The Pledged Interests have been duly authorized and validly issued and are
fully paid, and, in the case of capital stock, are non-assessable, and, in the
case of limited liability company interests, all capital contributions have
been made with respect to the membership interests pursuant to the applicable
operating agreement that are required to have been made;

(iii)
There are no restrictions upon the transfer of any of the Pledged Collateral
except for a Permitted Lien, and Pledgor has the unqualified and unilateral
right to transfer the Pledged Collateral without obtaining the consent of any
Person. The Pledged Interests are issued and registered in the name of Pledgor;

(iv)
Pledgor is the sole, legal and beneficial owner of the entire right, title and
interest in and to the Pledged Collateral free and clear of any Lien, and there
are no adverse claims with respect to any of the Pledged Collateral, in each
case other than Permitted Liens. Pledgor will defend Agents title to the
Pledged Collateral against the claims of all Persons except any Permitted
Liens;

(v)
The pledge and delivery of the Pledged Collateral pursuant to this Agreement
create a valid and continuing Lien on, and subject to Permitted Liens, first
priority security interest in the Pledged Collateral, securing the payment of
the Obligations;

(vi)
Except as provided in Section 5.2(c) of the Credit Agreement, no
authorization, approval or other action by, and no notice to or filing with,
any Governmental Authority is required either (a) for the pledge by Pledgor of
the Pledged Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by Pledgor; or (b) for the exercise
by Agent of the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Agreement
(except as may be required by laws affecting the offering and sale of
securities generally);

(vii)
The Pledged Interests constitute 100% of the issued and outstanding capital
stock or other Capital Securities of Issuers;

(viii)
There are no certificates evidencing the Pledged Interests (other than as set
forth on Schedule I) and no agreements in place to opt in to Article 8 of the
UCC to treat any of the Pledged Interests (with respect to any Issuer that is a
limited liability company) as securities under Article 8 of the UCC; and

(ix)
Pledgor is a Florida corporation with its chief executive office and mailing
address located at the address set forth in the opening paragraph of this
Agreement. Pledgors mailing address, as set forth in the opening paragraph of
this Agreement, lists the location of any and all of the Pledged Collateral
which is tangible except to the extent certificates or instruments, if any,
representing Pledged Interests are physically delivered to Agent.

4.
PLEDGORS RESPONSIBILITIES.

Until
the Obligations (other than contingent obligations for indemnification or
reimbursement for which Agent has not then given notice of a claim thereof
against Pledgor or Issuers) are fully paid, performed and satisfied and this
Agreement is terminated, Pledgor will:

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| |  | during
 normal business hours, upon at least two Business Days advance notice (unless
 an Event of Default then exists) and at the expense of Borrowers, make
 available to Agent any and all of Pledgors books, records, written
 memoranda, correspondence, and other instruments or writings that evidence or
 relate to the Pledged Collateral;
| |  |                                                                                                                                                                                                                                                                                                                                                     
| |  | notify
 Agent promptly in writing of any information which Pledgor has received which
 could be expected, in Agents discretion exercised in good faith, to
 materially and adversely affect the value of the Pledged Collateral or the
 rights of Agent with respect thereto;                                                                      
| |  |                                                                                                                                                                                                                                                                                                                                                     
| |  | not
change its state of incorporation or form of organization without the prior
consent of Agent other than as expressly permitted by Section 8.3 of the
Credit Agreement; and                                                                                                                                                                      
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| |  | pay
 all costs of filing any financing, continuation or termination statements
 with respect to the Lien created hereby.                                                                                                                                                                                                                            

To
protect, perfect, or enforce, from time to time, the Secured Creditors rights
or interests in the Pledged Collateral, Agent may, in its discretion (but
without any obligation to do so): (a) discharge any Liens at any time levied or
placed on the Pledged Collateral other than Permitted Liens and (b) obtain in
good faith any record from any service bureau and pay such service bureau the
cost thereof. All costs and expenses incurred by Agent in exercising its
discretion under this subparagraph (ii) will be part of the Obligations secured
by the Pledged Collateral.

Pledgor
will cause each Issuer to register the pledge of the Pledged Interests in favor
of Agent, as registered pledgee, on the books and records of such Issuer.

Pledgor
will cause each Issuer not to issue any shares, certificates or other Pledged
Interests in addition to, or in exchange or substitution for, the Pledged
Interests to the extent such additional issuance, exchange or substitution
would result in an Event of Default, unless such issuance, exchange or
substitution is with the prior consent of Agent. Pledgor will not opt in to
Article 8 of the UCC to treat any of the Pledged Interests (with respect to any
Issuer that is a limited liability company) as securities under Article 8 of
the UCC.

Pledgor
will, at its expense and from time to time, promptly execute and deliver all
further instruments, documents and agreements, and take all further action that
may be necessary or desirable, or that Agent may request, in its discretion
exercised in good faith, in order to (a) continue, perfect and protect the Lien
granted or purported to be granted hereby or (b) enable the Secured Creditors
to exercise and enforce their rights and remedies hereunder with respect to any
of the Pledged Collateral, or both. Without prejudice to the generality of the foregoing,
each such instrument or document shall be in such form as Agent shall request,
in its discretion exercised in good faith, and may contain provisions such as
are herein contained or provisions to the like effect or such other provisions
of whatsoever kind as Agent, in its discretion exercised in good faith, shall
consider requisite for the improvement (on and subject to the terms hereof),
perfection or enforcement of the security constituted by, or pursuant to, this
Agreement. If Agent has the right to exercise its right to sell all or any of
the Pledged Collateral pursuant to Section 9, Pledgor will, upon the
request of Agent, at Pledgors expense, do or cause to be done all such acts
and things as may be reasonably necessary or desirable, or that Agent, in its
discretion exercised in good faith, may request, to make any sale of the
Pledged Collateral or any part thereof valid and binding and in compliance with
applicable law.

5.
VOTING RIGHTS; DIVIDENDS.

5.1
No Event of Default. So long as no Event of Default shall have occurred
and be continuing:

(i)
Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Pledged Collateral or any part thereof for any purpose
not inconsistent with the terms of this Agreement, the Credit Agreement or the
other Loan Documents; provided, however,
that Pledgor shall not exercise (or refrain from exercising) any such right if
such action would result in an Event of Default.

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(ii)
Pledgor shall be entitled, subject to the terms of the Credit Agreement, to
receive and retain any and all dividends, distributions and interest paid in
respect of the Pledged Collateral; provided,however, that (a) Pledgor acknowledges that there are no permitted
distributions from any Issuer under the Credit Agreement other than as
expressly provided in Section 8.4 of the Credit Agreement and (b) other
than as expressly permitted to be made under Section 8.4 of the Credit
Agreement, any and all:

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| |  | (1)
 dividends, distributions and interest paid or payable other than in cash in
 respect of, and instruments, rights and other Property received, receivable
 or otherwise distributed in respect of, or in exchange for, any Pledged
 Collateral; and
| |  |                                                                                                                                                                                                                                                        
| |  | (2)
 cash paid, payable or otherwise distributed in respect of principal of, or in
 redemption of, or in exchange for, any Pledged Collateral                                                                                                          

shall
be delivered to Agent, or such nominee(s) of Agent as Agent shall direct, to
hold as Pledged Collateral and shall, if received by Pledgor, be received in
trust for the benefit of Agent, be segregated from the other Property or funds
of Pledgor, and be forthwith delivered to Agent, or such nominee(s) of Agent as
Agent shall direct, as Pledged Collateral in the same form as so received (with
any necessary indorsement(s)). Pledgor shall, upon request by Agent, in its
discretion exercised in good faith, promptly execute such instruments,
documents and agreements and do such acts as may be necessary or advisable to
give effect to the provisions of this Section 5.1(ii).

5.2
Event of Default. Upon the occurrence and during the continuance of an
Event of Default beyond any applicable grace period (and which has not been
waived in writing by, or cured to the written satisfaction of, Agent in
accordance with the Credit Agreement):

(i)
All rights of Pledgor to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise pursuant to Section 5.1(i)
and to receive the dividends, distributions and interest payments which it
would otherwise be authorized to receive and retain pursuant to Section
5.1(ii) shall cease, at Agents election, and all such rights shall
thereupon become vested in Agent, or such nominee(s) of Agent as Agent shall
direct during such time, who shall thereupon have the sole right to exercise
such voting and other consensual rights and to receive and hold as Pledged
Collateral such dividends, distributions and interest payments; and

(ii)
All dividends, distributions and interest payments which are received by
Pledgor contrary to the provisions of Section 5.2(i) shall be received
in trust for the benefit of Agent, shall be segregated from other funds of
Pledgor, and shall be forthwith paid over to Agent, or such nominee(s) of Agent
as Agent shall direct as Pledged Collateral in the same form as so received
(with any necessary indorsement(s)).

6.
TRANSFERS AND OTHER LIENS. Until the termination of this Agreement in
accordance with Section 12, Pledgor will not, unless otherwise expressly
permitted by the Credit Agreement: (i) sell, transfer, or otherwise dispose of,
or grant any option or warrants, or rights to purchase with respect to, or
permit any Person to be registered as holder of, any of the Pledged Collateral;
(ii) create or permit to exist any Lien, charge or other encumbrance upon or
with respect to any of the Pledged Collateral, except for any Permitted Liens;
or (iii) do or cause to permit to be done anything which may in any way
depreciate, jeopardize or otherwise prejudice the value to Agent of the Pledged
Collateral.

7.
POWER OF ATTORNEY. Until the termination of this Agreement in accordance
with Section 12, Pledgor irrevocably appoints the following, namely:

(i)
Agent; and

(ii)
each and every Person to whom Agent shall from time to time have delegated the
exercise of the power of attorney conferred by this Section 7;

jointly
and severally to be its attorney or attorneys and in its name and otherwise on
its behalf, at all times upon the occurrence and during the continuance of an
Event of Default beyond any applicable grace period (and which has not been
waived in writing by, or cured to the written satisfaction of, Agent in
accordance with the Credit Agreement), to

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do
all acts and things and to sign, seal, execute, deliver, perfect and do all
deeds, instruments, documents, acts and things which may be required (or which
Agent shall consider requisite) for carrying out any obligation imposed on
Pledgor by or pursuant to this Agreement (including the obligations of Pledgor
under Section 4), for carrying any sale or other dealing by Agent into
effect and generally for enabling Agent to exercise the powers conferred on it
by or pursuant to this Agreement or by law. Agent shall have full power to
delegate the power conferred on it by this Section 7, but no such
delegation shall preclude the subsequent exercise of such power by Agent itself
or preclude Agent from making a subsequent delegation thereof to some other
Person; any such delegation may be revoked by Agent at any time.

8.
AGENTS DUTIES. The powers conferred on Agent hereunder are solely to
protect its interest in the Pledged Collateral and shall not impose any duty
upon Agent to exercise any such powers. Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in
its possession if the Pledged Collateral is accorded treatment substantially equal
to that which Agent accords its own Property, it being understood that Agent
shall not have responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Pledged Collateral, whether Agent has or is deemed to have
knowledge of such matters, or (ii) taking any necessary steps to preserve
rights against any parties with respect to any Pledged Collateral.

9.
REMEDIES UPON AN EVENT OF DEFAULT.

9.1
Transfers by Agent. Upon the occurrence and during the continuance of an
Event of Default beyond any applicable grace period (and which has not been
waived in writing by, or cured to the written satisfaction of, Agent in
accordance with the Credit Agreement):

(i)
At any time, Agent, at its option and without any obligation to do so, may
transfer to or register in its name, or the name of any nominee(s) all or any
part of the Pledged Collateral, and Agent may exercise in respect of the
Pledged Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies under
applicable law and of a secured party on default under the UCC; and Agent may
also, without notice except as specified below, sell the Pledged Collateral or
any part thereof in one or more parcels at public or private sale, at any
exchange, brokers board or any of Agents offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as Agent may deem
commercially reasonable. Agent shall be authorized at any such sale (if it
deems it advisable to do so) to restrict the prospective bidders or purchasers
to Persons who will represent and agree that they are purchasing the Pledged
Interests for their own account in compliance with Regulation D of the
Securities Act of 1933 or under applicable law or under any other applicable
exemption available under applicable law. Pledgor agrees that, to the extent
notice of sale shall be required by law, at least 10 days notice to Pledgor of
the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. Agent shall not be
obligated to make any sale of the Pledged Collateral regardless of notice of
sale having been given. Agent may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place it was so adjourned;
and

(ii)
Any cash held by Agent as Pledged Collateral and all cash proceeds received by
Agent in respect of any sale of, collection from, or other realization upon all
or any part of the Pledged Collateral shall be applied as received by Agent in
the manner provided in the Credit Agreement. Any surplus of such cash or cash
proceeds held by Agent and remaining after payment in full of all of the
Obligations shall be paid over to Pledgor or to whomsoever may be lawfully
entitled to receive such surplus.

9.2
Commercially Reasonable Disposition. Without precluding any other
methods of sale, the sale of the Pledged Collateral, or any part thereof, shall
have been made in a commercially reasonable manner if conducted in conformity
with reasonable commercial practices of Agent or finance companies disposing of
similar Property.

9.3
Securities Laws. Pledgor recognizes that federal and/or state securities
and other laws may limit the flexibility desired to achieve an otherwise
commercially reasonable disposition of the Pledged Collateral, and in the event
of potential conflict between such laws or regulations and what in other
circumstances might constitute commercial reasonableness, it is intended that
consideration for such laws and regulations will prevail over attempts to
achieve such commercial reasonableness. In connection with any sale or other
disposition of the Pledged Collateral,

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compliance
by Agent with the written advice of its counsel concerning the potential effect
of any such law or regulation shall not be cause for Pledgor, or any other
Person, to claim that such sale or other disposition was not commercially
reasonable, it being the intent of Pledgor that Agent not be obligated to risk
contravening any such law or regulation in order to effect what, but for such
law or regulation, would be a commercially reasonable disposition.

9.4
Examples of Commercially Reasonable Disposition. By way of example and
not by way of limitation, with respect to any sale or other disposition of the
Pledged Collateral or any portion thereof: (i) such sale or disposition shall
be deemed to have been at a public sale if, in connection with such sale or
disposition, Agent obtains bids from at least two qualified purchasers; and
(ii) the net book value reflected on Pledgors most recent financial
statements, adjusted to the date of any such sale or other disposition, is
deemed to be a commercially reasonable price (but a price less than such net
book value is not, of itself, deemed to be commercially unreasonable).

9.5
Pledgor Waivers. To the extent permitted by applicable law, and except
as otherwise expressly provided under this Agreement or otherwise, Pledgor
hereby waives all rights now or hereafter conferred by statute or otherwise
which may require Agent to give any notice, make any demand, or invoke any
legal process with respect to the sale or other disposition of the Pledged
Collateral or which may require Agent to sell or otherwise dispose of the
Pledged Collateral in mitigation of the Secured Creditors damages or which may
otherwise limit or modify any of the Secured Creditors remedies or rights
under this Agreement.

9.6
No Duty Upon Agent. Agent shall be under no duty to sell or otherwise
realize upon the Pledged Collateral. At any time, Agent may release or
surrender all or any part of the Pledged Collateral to Pledgor.

10.
INDEMNIFICATION; EXPENSES.

10.1
Indemnification. Without limiting the provisions of Section 12.5
of the Credit Agreement or any other provision for indemnification in any other
Loan Document, Pledgor absolutely, irrevocably and unconditionally hereby
agrees to indemnify and hold harmless each Secured Creditor against any and all
claims, demands, suits, actions, causes of action, damages, losses, settlement
payments, obligations, costs, expenses and all other liabilities whatsoever,
INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY SECURED CREDITORS OWN
NEGLIGENCE (collectively,Indemnified Liabilities) which shall at
any time or times be incurred or sustained by any Secured Creditor or by any of
their respective shareholders, directors, officers, employees, Subsidiaries,
Affiliates or agents on account or in relation to, or in any way in connection
with, any of the arrangements or transactions contemplated by, associated with,
arising out of, or ancillary to this Agreement or any of the other Loan
Documents to which Pledgor is a party or the Pledged Collateral, whether or not
all or any of the transactions contemplated by, associated with or ancillary to
this Agreement or any of such Loan Documents are ultimately consummated, providedthat Pledgor will not be
obligated to indemnify an indemnified party in accordance with this Section
10.1 to the extent such Indemnified Liabilities resulted from a breach by
such indemnified party of its express obligations under this Agreement or the
gross negligence or willful misconduct of such indemnified party. NOTICE IS
HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS
SECTION 10.1 THAT APPLY TO, AND PLEDGOR HEREBY ACKNOWLEDGES AND AGREES THAT THE
FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS
DEFINED IN THIS SECTION 10.1) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE
RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY
NEGLIGENCE OF ANY SECURED CREDITOR OR ANY OTHER INDEMNIFIED PARTY UNDER THISSECTION 10.1.
The indemnification provided for in this Section 10.1
is in addition to, and not in limitation of, any other indemnification or
insurance provided by Pledgor to any Secured Creditor.

10.2
Expenses. Without limiting the provisions of Section 12.5 of the
Credit Agreement or any other provision for the payment of expenses in any
other Loan Document, Pledgor will upon demand pay to Agent the amount of any
and all out-of-pocket expenses, including reasonable Attorneys Fees, which the
Secured Creditors may incur in connection with any and all of the following (i)
the administration of this Agreement; (ii) the custody or preservation of, or
the sale of, collection from or other realization upon any of the Pledged
Collateral; (iii) the exercise or enforcement of any of the rights of the
Secured Creditors; or (iv) the failure by Pledgor to perform or observe any of
the provisions of this Agreement, all of which constitute part of the
Obligations and are secured by the Pledged Collateral.

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11.
NOTICE. Any notice, certificate, request, notification and other
communication required, permitted or contemplated hereunder must be in writing
and given in accordance with the Credit Agreement.

12.
TERM. Subject to Section 13.6, this Agreement will terminate on
the later to occur of: (i) the full performance, payment and satisfaction of
the Obligations (and all Letter of Credit Obligations are expired or
terminated, but exclusive of any contingent obligations for indemnification for
which Agent has not then given notice of a claim thereof against Pledgor or any
Borrower) and (ii) the termination of all Commitments of each Lender under the
Credit Agreement. Upon such termination, Agent shall, at Pledgor and Issuers
expense, promptly execute and deliver to Pledgor and Issuers proper
documentation to release the Liens on the Pledged Collateral or similar
instrument of re-conveyance prepared by Agent, and Agent shall duly deliver to
Pledgor and Issuers such Pledged Collateral as has been released and is in the
possession of Agent.

13.
GENERAL.

13.1
Severability. If any term of this Agreement is found invalid under Ohio
law or laws of mandatory application by a court of competent jurisdiction, the
invalid term will be considered excluded from this Agreement and will not
invalidate the remaining terms of this Agreement.

13.2
GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AT AND
SHALL BE DEEMED TO HAVE BEEN MADE AT CINCINNATI, OHIO. THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF OHIO (WITHOUT REGARD TO OHIO CONFLICTS OF LAW PRINCIPLES) EXCEPT TO
THE EXTENT OF THE APPLICATION OF OTHER LAWS OF MANDATORY APPLICATION.

13.3
WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE
SECURED CREDITORS TO EXTEND CREDIT TO BORROWERS, PLEDGOR AND THE SECURED
CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING
OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AND WITHOUT LIMITATION ON
THE ABILITY OF THE SECURED CREDITORS AND THEIR SUCCESSORS AND ASSIGNS TO
EXERCISE ALL RIGHTS AS TO THE PLEDGED COLLATERAL AND INITIATE AND PROSECUTE IN
ANY APPLICABLE JURISDICTION ACTIONS RELATED TO REPAYMENT OF THE OBLIGATIONS,
SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND
ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND PLEDGOR CONSENT TO AND
SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY
COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER,
WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENT THAT ALL
SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO PLEDGOR AND
THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES AS SET FORTH IN THE CREDIT
AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. PLEDGOR
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO
VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH
LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

13.4
Survival and Continuation of Representations and Warranties. All of
Pledgors representations and warranties contained in, or incorporated by
reference in, this Agreement shall be true and correct in all material respects
when made (or such other date as may be specifically stated in such
representation and warranty) and shall, for all purposes of this Agreement, be
deemed to be repeated on and as of the date that each representation and
warranty set forth in the Credit Agreement is required to be, or is deemed to
be, remade pursuant thereto, subject to any changes to such representations and
warranties that (a) are not prohibited hereby or by the Credit Agreement, (b)
do not constitute an Event of Default or a default under this Agreement, or (c)
have been consented to by Agent in writing.

13.5
Agents Additional Rights Regarding Collateral. All of the Obligations
shall constitute one obligation secured by all of the Pledged Collateral. In
addition to the Secured Creditors other rights and remedies under the Loan
Documents, Agent may, in its discretion exercised in good faith, following the
occurrence and during the continuance of any Event of Default (which has not
been waived): (i) exchange, enforce, waive or release

---



any
of the Pledged Collateral or portion thereof, (ii) apply the proceeds of the
Pledged Collateral against the Obligations and direct the order or manner of
the liquidation thereof (including any sale or other disposition) in accordance
with the Credit Agreement and the other Loan Documents, and (iii) settle,
compromise, collect or otherwise liquidate any such security in any manner
without affecting or impairing its rights to take any other further action with
respect to any security or any part thereof.

13.6
Application of Payments; Revival of Obligations. Agent shall have the
continuing right to apply or reverse and reapply any payments to any portion of
the Obligations. To the extent Pledgor makes a payment or payments to any
Secured Creditor or any Secured Creditor receives any payment or proceeds of
the Pledged Collateral or any other security for Pledgors benefit, which
payment(s) or proceeds or any part thereof are subsequently voided,
invalidated, declared to be fraudulent or preferential, set aside or required
to be repaid to a trustee, receiver or any other party under any bankruptcy
act, state or federal law, common law or equitable cause, then, to the extent
of such payment(s) or proceeds received, the Obligations or part thereof
intended to be satisfied shall be revived and shall continue in full force and
effect, as if such payment(s) or proceeds had not been received by the affected
Secured Creditor.

13.7
Additional Waivers by Pledgor. Pledgor waives presentment and protest of
any instrument and notice thereof, and, except as expressly provided in the
Loan Documents, demand, notice of default and all other notices to which
Pledgor might otherwise be entitled. Pledgor shall also assert no claim against
any Secured Creditor under any theory of liability for consequential, special,
indirect or punitive damages.

13.8
Equitable Relief. Pledgor recognizes that, in the event Pledgor fails to
perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to the Secured
Creditors; therefore, Pledgor agrees that the Secured Creditors, if the Secured
Creditors so request, shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.

13.9
Cumulative Remedies. The remedies provided in this Agreement and the
other Loan Documents are cumulative and not exclusive of any remedies provided
by law. Exercise of one or more remedy(ies) by Agent does not require that all
or any other remedy(ies) be exercised and does not preclude later exercise of
the same remedy.

13.10
No Deemed Waiver. Failure by Agent to exercise any right, remedy or
option under this Agreement or in any Loan Documents or delay by Agent in
exercising the same shall not operate as a waiver by Agent of its right to
exercise any such right, remedy or option.

13.11
Entire Agreement; Amendments; Counterparts; Fax Signatures. This
Agreement and the other Loan Documents set forth the entire agreement of the
parties with respect to subject matter of this Agreement and supersedes all
previous understandings, written or oral, in respect thereof. Any request from
time to time by Pledgor for the Secured Creditors amendment, modification or
waiver of any provision in this Agreement must be in writing. The terms of this
Agreement may be amended, waived or modified only by an instrument in writing
duly executed by Pledgor and Agent (with the consent of the Lenders as
specified in Section 12.4 of the Credit Agreement). The Secured Creditors
will have no obligation to provide any amendment, modification or waiver of or
under this Agreement requested by Pledgor, and the Secured Creditors may, for
any reason in their discretion exercised in good faith, elect to withhold
consent to the requested amendment, modification or waiver. Any such amendment,
waiver or modification shall be binding upon the Secured Creditors, each holder
of Obligations, and Pledgor. Two or more duplicate originals of this Agreement
may be signed by the parties, each of which shall be an original but all of
which together shall constitute one and the same instrument. Any documents
delivered by, or on behalf of, the parties by fax transmission or electronic
delivery of an image file reflecting the execution hereof, and, if so signed,
(i) may be relied on by the parties as if the document were a manually signed
original and (ii) will be binding on the parties for all purposes of this
Agreement and any other Loan Documents.

13.12
Recourse to Directors or Officers. The obligations of the Secured
Creditors under this Agreement are solely the corporate obligations of the
Secured Creditors. No recourse shall be had for any obligation or claim arising
out of or based upon this Agreement against any stockholder, employee, officer,
or director of any of the Secured Creditors.

---



13.13
Assignment. Agent shall have the right to assign this Agreement and the
other Loan Documents. Pledgor may not assign, transfer or otherwise dispose of
any of its rights or obligations hereunder, by operation of law or otherwise,
and any such assignment, transfer or other disposition without Agents written
consent (with the consent of the Lenders as specified in Section 12.4 of
the Credit Agreement) shall be void. All of the rights, privileges, remedies
and options given to any Secured Creditor under this Agreement shall inure to
the benefit of the successors and assigns of the applicable Secured Creditor,
and all the terms, conditions, covenants, provisions and warranties herein shall
inure to the benefit of and bind the permitted successors and assigns of
Pledgor and each Secured Creditor, respectively.

13.14
Headings. Section headings in this Agreement are included for
convenience of reference only and shall not relate to the interpretation or
construction of this Agreement.

13.15
Conflict. If there is any conflict, ambiguity, or inconsistency, in
Agents judgment, between the terms of this Agreement and any of the other Loan
Documents, then the applicable terms and provisions, in Agents judgment,
providing the Secured Creditors with greater rights, remedies, powers,
privileges, or benefits will control. Without limiting the generality of the
foregoing, the description of the Pledged Collateral in this Agreement does not
in any way limit the description of, or Agents Lien on, the Collateral as
defined in the Borrower Security Agreement, or Agents remedies respecting such
Collateral.

13.16
WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE
SECURED CREDITORS TO EXTEND CREDIT TO BORROWERS, EACH SECURED CREDITOR AND
PLEDGOR WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR
PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT OR THE CONDUCT OF THE
RELATIONSHIP BETWEEN THE SECURED CREDITORS AND PLEDGOR.

13.17
Agent. (i) As between the Lenders, the LC Issuer and Agent, (a) Agent
will hold all items of the Pledged Collateral at any time received under this
Agreement in accordance with the terms of this Agreement and the Credit
Agreement and (b) by accepting the benefits of this Agreement, each Lender and
the LC Issuer acknowledges and agrees that (1) the obligations of Agent as
holder of the Pledged Collateral and any interests therein and with respect to
any disposition of any of the Pledged Collateral or any interests therein are
only those obligations expressly set forth in this Agreement and the Credit
Agreement and (2) this Agreement may be enforced only by the action of Agent
and that no other Secured Creditor shall have any right individually to seek to
enforce or to enforce this Agreement, it being understood and agreed that such
rights and remedies may be exercised by Agent, for the benefit of the Secured
Creditors, upon the terms of this Agreement and the Credit Agreement. (ii) As
between Pledgor and Agent, Agent shall be conclusively presumed to be acting as
agent for the Lenders and the LC Issuer with full and valid authority to so act
or refrain from acting.

13.18
Continuing Rights. Until the termination of this Agreement in accordance
with Section 12, this Agreement creates a continuing Lien on the Pledged
Collateral and will (i) be binding on Pledgor, its successors and assigns and
(ii) inure, together with the rights and remedies of Agent under this
Agreement, to the benefit of each Secured Creditor and each Secured Creditors
successors, transferees and assigns.

[Signature Page Follows]

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IN
WITNESS WHEREOF, Pledgor, intending to be legally bound, has caused this
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the Effective Date.

|                               |                                |  |                                       |                                        
|------------------------------ | ------------------------------ |  | ------------------------------------- | ---------------------------------------
|                               |                                |  | INDUSTRIAL SERVICES OF
 AMERICA, INC.
|                               |                                |  |                                       |                                        
|                               |                                |  | By:                                   | /s/
 Harry Kletter                     
|                               |                                |  |                                       |                                        
|                               |                                |  |                                       | Harry Kletter, Chief
 Executive Officer
|                               |                                |  |                                       |                                        
|Accepted at Cincinnati,
 Ohio, |                                |  |                                      
|as of the Effective Date.      |                                |  |                                      
|                               |                                |  |                                       |                                        
|FIFTH THIRD BANK, as Agent     |                                |  |                                      
|                               |                                |  |                                       |                                        
|By:                            | /s/
 Anne B. Kelly             |  |                                       |                                        
|                               |                                |  |                                       |                                        
|                               | Anne B. Kelly, Vice
 President |  |                                       |                                        

---



Schedule I

|                                          |  |              |  |           |      | 
|----------------------------------------- |  | ------------ |  | --------- | ---- | 
|ISSUER NAME:                              |  | CLASS/NUMBER |  | CERT. NO.
|                                          |  |              |  |          
|                                          |  |              |  |           |      | 
|ISA Indiana,
 Inc.                        |  | 1,000        |  |           | 1    | 
|                                          |  |              |  |           |      | 
|ISA Indiana Real Estate, LLC              |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|ISA Logistics LLC                         |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|ISA Real Estate, LLC                      |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|7021 Grade Lane LLC                       |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|7124 Grade Lane LLC                       |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|7200 Grade Lane LLC                       |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|Computerized
 Waste Systems, LLC          |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|ISA
 Recycling LLC                        |  | None         |  |           | None | 
|                                          |  |              |  |           |      | 
|Waste
 Equipment Sales & Service Co., LLC |  | None         |  |           | None | 

---



CONSENT AND AGREEMENT TO PLEDGE AGREEMENT

The
undersigned, intending to be legally bound, have executed and delivered this
Consent and Agreement to Pledge Agreement (this Consent). Without limiting
any provision of any Loan Document, the undersigned specifically: (i) consents
to the execution, delivery, and performance of the foregoing Pledge Agreement
and (ii) agrees that if Agent exercises its rights to cause a transfer of the
Pledged Collateral to Agent or to cause a sale or other disposition of the
Pledged Collateral following the occurrence and during the continuance of an
Event of Default which has not been waived by the Secured Creditors, the
undersigned, in each case following the occurrence and during the continuance
of an Event of Default which has not been waived by the Secured Creditors, (a)
consents, without any further act or instrument, to such exercise of such right
or remedy by Agent and (b) will, as requested by Agent, take any other and
further action necessary or desirable in Agents discretion exercised in good
faith to effect any sale or other disposition of the Pledged Collateral
effected by Agent.

Capitalized
terms used but not defined herein will have the meanings given to them in the
Credit Agreement (as defined in the foregoing Pledge Agreement). This Consent
may be signed by facsimile signatures or other electronic delivery of an image
file reflecting the execution hereof, and if so signed, (i) may be relied on by
the parties as if the document were a manually signed original and (ii) will be
binding on the parties for all purposes.

| |                                                       |                                        | 
| | ----------------------------------------------------- | -------------------------------------- | 
| | ISA INDIANA,
 INC.                                    |                                       
| |                                                       |                                        | 
| | By:                                                   | /s/ Harry Kletter                      | 
| |                                                       |                                        | 
| |                                                       | Harry Kletter, Chief Executive Officer | 
| |                                                       |                                       
| | ISA Indiana Real Estate, LLC                          |                                       
| | ISA Logistics LLC                                     |                                       
| | ISA Real Estate, LLC                                  |                                       
| | 7021 Grade Lane LLC                                   |                                       
| | 7124 Grade Lane LLC                                   |                                       
| | 7200 Grade Lane LLC                                   |                                       
| | Computerized
 Waste Systems, LLC                      |                                       
| | ISA
 Recycling LLC                                    |                                       
| | Waste
 Equipment Sales & Service Co., LLC             |                                       
| |                                                       |                                       
| | By: Industrial Services of America, Inc., sole member
| |                                                       |                                        | 
| | By:                                                   | /s/ Harry Kletter                      | 
| |                                                       |                                        | 
| |                                                       | Harry Kletter, Chief Executive Officer | 

Accepted at
Cincinnati, Ohio
as of the Effective Date.

FIFTH THIRD
BANK, as Agent

|    |                               | 
|--- | ----------------------------- | 
|By: | /s/ Anne B. Kelly             | 
|    |                               | 
|    | Anne B. Kelly, Vice President | 

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