Exhibit 10.3

AMENDMENT
TO THE
ASSET PURCHASE AGREEMENT
OF
VENTURE METALS, LLC

THIS
AMENDMENT to the Asset Purchase Agreement is made and entered into as of the 1st
day of July, 2010 (the Effective Date) by and among Industrial Services of
America, Inc. (ISA) and the undersigned, constituting all of the Members of
Venture Metals, LLC (the Company).

WHEREAS,
ISA and the members of the Company entered into an Asset Purchase Agreement of
Venture Metals, LLC in March 5, 2010 subject to ISA shareholder approval, and
the parties now desire to amend the Asset Purchase Agreement.

NOW
THEREFORE, in consideration of the mutual covenants set forth herein and in the
Asset Purchase Agreement and for other good and valuable consideration, the
adequacy, receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:

1.
Based on an independent appraisal conducted by Valuation Research Corporation
(VCR), ISA agrees to pay additional compensation, beyond that set forth in the
Asset Purchase Agreement, to Venture Metals for the Venture name, the Venture
customer and vender list and the Non-compete.

SECTION
1.2 Additional Consideration for the Transferred Assets.

1.2.1
Venture Metals, LLC shall be entitled to receive additional consideration for
the transfer of assets upon the terms and subject to the conditions set forth
in this amended Agreement. In addition to the consideration set forth in the
Asset Purchase Agreement, ISA shall deliver to the Company for the Transferred
Assets and the Non-Compete Agreement up to 750,000 shares of ISA Common Stock
in accordance with the following:

(a)
Venture Metals, LLC shall receive up to ninety thousand (90,000) shares of ISA
common stock per annum commencing in 2011 for calendar year 2010, and
thereafter in 2012, 2013, 2014, 2015 and 2016 for calendar years 2011, 2012,
2013, 2014 and 2015, respectively, resulting in a maximum of four hundred and
fifty thousand (450,000) shares of ISA common stock over the such period (but
in no event greater than 90,000 shares in any one calendar year) based on
satisfaction of the return on net assets (RONA) criteria set forth in Exhibit
A attached hereto and incorporated herein by reference. Such consideration
shall be payable in the form of ISA common stock in one delivery of a stock
certificate, as soon as practicable following December 31, 2015 subject to
applicable withholding and other taxes and other required deductions

(b)
Venture Metals, LLC shall be entitled to receive additional consideration for
the transfer of assets up to three hundred thousand (300,000) shares of ISA
common stock based on satisfaction of the 5 year (2010-2014) average return on
net assets (RONA) criteria set forth in Exhibit A attached hereto and
incorporated herein by reference. Such consideration shall be payable in the
form of Company common stock in one delivery of a stock certificate, as soon as
practicable following December 31, 2014 subject to applicable withholding
and other taxes and other required deductions.

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ISA
and the Company have each caused this Agreement to be executed by its duly
authorized officer all as of the day and year first above written.

| |                                       |                                |  |  | 
| | ------------------------------------- | ------------------------------ |  |  | 
| |                                       | ISA                          | 
| |                                       |                                | 
| | INDUSTRIAL
 SERVICES OF AMERICA, INC. |                               
|
| | By:                                   | /s/           Harry
 Kletter   | 
| |                                       |                                | 
| |                                       |                                | 
| | Title:                                | Chief
 Executive Officer       | 
| |                                       |                                | 
| |                                       |                                |  | 
| |                                       | the
 Company                 | 
| |                                       |                                | 
| | VENTURE
 METALS, LLC                  |                               
|
| | By:                                   | /s/           
 Steve Jones    | 
| |                                       |                               
| |                                       | Steve Jones,
 Manager          | 
| |                                       |                                |  | 
| | By:                                   | /s/            Jeff
 Valentine | 
| |                                       |                               
| |                                       | Jeff
 Valentine, Manager       |  | 

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EXHIBIT A

ADDITIONAL CONSIDERATION FOR TRANSFERRED
ASSETS

|                               |    |                       |         |           |  |               |        |   |  |         | 
|------------------------------ | -- | --------------------- | ------- | --------- |  | ------------- | ------ | - |  | ------- | 
|2010-2014
 Average RONA Return |    |                       | 300,000 |          
|                               |    |                       |         |           |  |               |       
|RONA                           |    | AVG Operating
 Income |         | %         |  | AWARD
 SHARES |       
|                               | 20 | %                     | $       | 5,800,000 |  |               | 25.00  | % |  | 75,000  | 
|                               | 21 | %                     | $       | 6,090,000 |  |               | 31.25  | % |  | 93,750  | 
|                               | 22 | %                     | $       | 6,380,000 |  |               | 37.50  | % |  | 112,500 | 
|                               | 23 | %                     | $       | 6,670,000 |  |               | 43.75  | % |  | 131,250 | 
|                               | 24 | %                     | $       | 6,960,000 |  |               | 50.00  | % |  | 150,000 | 
|                               | 25 | %                     | $       | 7,250,000 |  |               | 56.25  | % |  | 168,750 | 
|                               | 26 | %                     | $       | 7,540,000 |  |               | 62.50  | % |  | 187,500 | 
|                               | 27 | %                     | $       | 7,830,000 |  |               | 68.75  | % |  | 206,250 | 
|                               | 28 | %                     | $       | 8,120,000 |  |               | 75.00  | % |  | 225,000 | 
|                               | 29 | %                     | $       | 8,410,000 |  |               | 81.25  | % |  | 243,750 | 
|                               | 30 | %                     | $       | 8,700,000 |  |               | 87.50  | % |  | 262,500 | 
|                               |    |                       |         |           |  |               |        |   |  |         | 
|                               | 31 | %                     | $       | 8,990,000 |  |               | 93.75  | % |  | 281,250 | 
|                               | 32 | %                     | $       | 9,280,000 |  |               | 100.00 | % |  | 300,000 | 

|                        |    |                   |        |           |  |               |        |   |  |        | 
|----------------------- | -- | ----------------- | ------ | --------- |  | ------------- | ------ | - |  | ------ | 
|ANNUAL
 STOCK AWARD     |    |                   | 90,000 |          
|(Same schedule as above |    |                   |        |          
|RONA                    |    | Operating
 Income |        | %         |  | AWARD
 SHARES |       
|                        | 20 | %                 | $      | 5,800,000 |  |               | 25.00  | % |  | 22,500 | 
|                        | 21 | %                 | $      | 6,090,000 |  |               | 31.25  | % |  | 28,125 | 
|                        | 22 | %                 | $      | 6,380,000 |  |               | 37.50  | % |  | 33,750 | 
|                        | 23 | %                 | $      | 6,670,000 |  |               | 43.75  | % |  | 39,375 | 
|                        | 24 | %                 | $      | 6,960,000 |  |               | 50.00  | % |  | 45,000 | 
|                        | 25 | %                 | $      | 7,250,000 |  |               | 56.25  | % |  | 50,625 | 
|                        | 26 | %                 | $      | 7,540,000 |  |               | 62.50  | % |  | 56,250 | 
|                        | 27 | %                 | $      | 7,830,000 |  |               | 68.75  | % |  | 61,875 | 
|                        | 28 | %                 | $      | 8,120,000 |  |               | 75.00  | % |  | 67,500 | 
|                        | 29 | %                 | $      | 8,410,000 |  |               | 81.25  | % |  | 73,125 | 
|                        | 30 | %                 | $      | 8,700,000 |  |               | 87.50  | % |  | 78,750 | 
|                        | 31 | %                 | $      | 8,990,000 |  |               | 93.75  | % |  | 84,375 | 
|                        | 32 | %                 | $      | 9,280,000 |  |               | 100.00 | % |  | 90,000 | 

|                     |      |                     |            |                   |   |           |            |  |    |    |  
|-------------------- | ---- | ------------------- | ---------- | ----------------- | - | --------- | ---------- |  | -- | -- | -
|EXAMPLE:
 100% Award
|                    
|Year                 |      | Average Net
 Assets |            | Operating
 Income |   | %         |           
|                     | 2010 |                     |            | 29,000,000        |   | $         | 9,280,000  |  |    | 32 | %
|                     | 2011 |                     |            | 28,000,000        |   | $         | 8,960,000  |  |    | 32 | %
|                     | 2012 |                     |            | 27,000,000        |   | $         | 8,640,000  |  |    | 32 | %
|                     | 2013 |                     |            | 28,000,000        |   | $         | 8,960,000  |  |    | 32 | %
|                     | 2014 |                     |            | 29,000,000        |   | $         | 9,280,000  |  |    | 32 | %
|                     |      |                     |            | 141,000,000       |   | $         | 45,120,000 |  |    |    |  
|5yr AVG              |      |                     | 28,200,000 |                   | $ | 9,024,000 |            |  | 32 | % 
|                     |      |                     |            |                   |   |           |            |  |    |    |  
|AWARD                |      |                     | 300,000    | shares            |   |           |            | 

|                            |      |                     |            |                   |   |           |            |  |    |    |  
|--------------------------- | ---- | ------------------- | ---------- | ----------------- | - | --------- | ---------- |  | -- | -- | -
|EXAMPLE:
 short of 32% RONA
|                           
|Year                        |      | Average Net
 Assets |            | Operating
 Income |   | %         |           
|                            | 2010 |                     |            | 29,000,000        |   | $         | 9,280,000  |  |    | 32 | %
|                            | 2011 |                     |            | 28,000,000        |   | $         | 8,000,000  |  |    | 29 | %
|                            | 2012 |                     |            | 27,000,000        |   | $         | 5,000,000  |  |    | 19 | %
|                            | 2013 |                     |            | 28,000,000        |   | $         | 10,000,000 |  |    | 36 | %
|                            | 2014 |                     |            | 29,000,000        |   | $         | 10,000,000 |  |    | 34 | %
|                            |      |                     |            | 141,000,000       |   | $         | 42,280,000 |  |    |    |  
|5yr AVG                     |      |                     | 28,200,000 |                   | $ | 8,456,000 |            |  | 30 | % 
|                            |      |                     |            |                   |   |           |            |  |    |    |  
|AWARD                       |      |                     | 262,500    | shares            |   |           |            | 

|                           |      |                     |            |                    |   |           |            |  |    |    |  
|-------------------------- | ---- | ------------------- | ---------- | ------------------ | - | --------- | ---------- |  | -- | -- | -
|EXAMPLE:
 over of 32% RONA
|                           |      |                     |            |                    |   |           |            |  |    |    |  
|Year                       |      | Average Net
 Assets |            | Operating 
 Income |   | %         |           
|                           | 2010 |                     |            | 29,000,000         |   | $         | 12,000,000 |  |    | 41 | %
|                           | 2011 |                     |            | 28,000,000         |   | $         | 14,000,000 |  |    | 50 | %
|                           | 2012 |                     |            | 27,000,000         |   | $         | 5,000,000  |  |    | 19 | %
|                           | 2013 |                     |            | 28,000,000         |   | $         | 6,000,000  |  |    | 21 | %
|                           | 2014 |                     |            | 29,000,000         |   | $         | 12,000,000 |  |    | 41 | %
|                           |      |                     |            |                    |   |           |            |  |    |    |  
|                           |      |                     |            | 141,000,000        |   | $         | 49,000,000 |  |    |    |  
|5yr AVG                    |      |                     | 28,200,000 |                    | $ | 9,800,000 |            |  | 35 | % 
|                           |      |                     |            |                    |   |           |            |  |    |    |  
|AWARD                      |      |                     | 300,000    | shares             |   |           |            | 

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