Exhibit 10.8

SECURITY AGREEMENT

THIS
SECURITY AGREEMENT (this Agreement), dated as of July 30, 2010 (the Effective
Date), by and among FIFTH THIRD BANK, an Ohio banking corporation, as
Agent for the benefit of the Secured Creditors (as defined below) (Agent),
and INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (ISA),
ISA INDIANA, INC., an Indiana corporation (ISA Indiana), and each of
the other Persons that become a Borrower under the Credit Agreement after the
Closing Date (such Persons, together with ISA and ISA Indiana, are each a Borrower
and, collectively, Borrowers), is as follows:

1. DEFINITIONS.

1.1 Credit
Agreement. 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 the Secured Creditors and Borrowers (the Credit Agreement).

1.2 Defined
Terms. In addition to the other terms defined in this Agreement, whenever
the following capitalized terms (whether or not underscored) are used, they
shall be defined as follows:

Code
means the Uniform Commercial Code, as enacted in the State of Ohio, Section
1301.01 et seq. of the Ohio
Revised Code, as amended from time to time.

Collateral
means all of each Borrowers rights, titles and interests in and to all of each
Borrowers assets and Property, tangible and intangible, real and personal,
including:

(i)
all of each Borrowers accounts, chattel paper, deposit accounts, documents,
equipment (including all Motor Vehicles), fixtures, instruments, inventory,
investment property, general intangibles, goods, and letter-of-credit rights;

(ii)
all of each Borrowers rights, titles and interests in and to the commercial
tort claims listed, or required to be listed, in Exhibit A to this
Agreement;

(iii)
without limiting the description of the Property or any rights or interests in
the Property described above in this definition of Collateral, all of each
Borrowers rights, titles and interests in and to (a) all of each Borrowers
money, cash, credit card receivables, and other funds; (b) all attachments,
accessions, parts and appurtenances to, all substitutions for, and all replacements
of any and all of each Borrowers equipment, fixtures and other goods; (c) all
of each Borrowers agreements, securities, warrants, dividends, distributions,
as-extracted collateral, tangible chattel paper, electronic chattel paper,
health-care-insurance receivables, leases, lease contracts, lease agreements,
payment intangibles, letters of credit, proceeds of letters of credit,
promissory notes, records, choses in action, causes of actions, and software;
and (d) all of each Borrowers franchises, customer lists, insurance refunds,
insurance refund claims, tax refunds, tax refund claims, pension plan refunds,
pension plan reversions, patents, patent applications, service marks, service
mark applications, trademarks, trademark applications, trade names, trade
secrets, goodwill, copyrights, copyright applications, and licenses;

(iv)
all supporting obligations;

(v)
all of the products and proceeds of all of the foregoing described Property and
interests in Property, including cash proceeds and noncash proceeds, and
including proceeds of any insurance, whether in the form of original collateral
or any of the Property or rights or interests in Property described above in
this definition of Collateral; and

(vii)
all of the foregoing, whether now owned or existing or hereafter acquired or
arising, or in which any and each Borrower now has or hereafter acquires any
rights, titles or interests.

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Motor
Vehicles means all of each Borrowers automobiles, buses, vans, trucks,
trailers, and other motor vehicles.

Secured
Creditor Affiliate means an Affiliate of a Secured Creditor.

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

1.3 Other
Definitional Provisions; Construction. Unless otherwise specified,

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

(ii)
The definition of any document, 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, made 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 any Borrower 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 Code will, unless the context indicates otherwise,
have the meanings provided for now or hereafter in the Code.

2.  GRANT OF SECURITY INTEREST; SET-OFF AND RELATED MATTERS.

2.1 Security
Interest. As security for the full, prompt and complete payment and
performance by Borrowers of the Obligations, each Borrower hereby grants to,
and creates in favor of, Agent, for the benefit of the Secured Creditors, a
continuing security interest in, and Lien on, all of the Collateral.

2.2 Set-Off.
All cash, moneys, investment property and other Properties of Borrowers and the
proceeds thereof now or hereafter held or received by any Secured Creditor from
or for the account of Borrowers, including any and all deposits (general or
special), account balances and credits of Borrowers with any Secured Creditor
or any Secured Creditor Affiliate at any time existing: (i) are part of the
Collateral, (ii) will be held as security for the Obligations, and (iii) may be
set-off and applied without notice to any Borrower (such notice being expressly
waived by Borrowers) against any or all Obligations at any time following the
occurrence and during the continuance of an Event of Default which has not been
waived by the Secured Creditors, and each Secured Creditor or Secured Creditor
Affiliate has the right at any time following the occurrence and during the continuance
of an Event of Default which has not been waived by the Secured Creditors to
refuse to allow withdrawals from any account of any Borrower without notice to
any Borrower (such notice being expressly waived by Borrowers). Upon the
occurrence and during the continuance of an Event of Default which has not been
waived by the Secured Creditors, each Borrower authorizes each Secured Creditor
Affiliate to pay or to deliver to Agent any deposits, financial assets, or
other sums credited by, or due from, such Secured Creditor Affiliate to any
Borrower for application against any or all Obligations, all without notice to
Borrowers (such notice being expressly waived by Borrowers) and without any
necessity on Agents part to resort to other security or sources of
reimbursement for the Obligations; however, nothing in this Section 2.2
will impair or affect Agents rights under Sections 2.8(a) and 3.4(c)
of the Credit Agreement. Agent will promptly notify Borrowers of Agents
receipt of such funds for application against the Obligations, but Agents
failure to do so will not affect the validity or enforceability thereof. Agent
may give notice of the above grant of a security interest in, and assignment
of, such deposits and other sums to any Secured Creditor Affiliate.

3. PERFECTION OF AGENTS SECURITY INTEREST; DUTY OF CARE.

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3.1 Required
Borrowers Actions. Until the termination of this Agreement, Borrowers shall
perform any and all steps and take all actions requested by Agent, in its
discretion exercised in good faith, from time to time to perfect, maintain,
protect, and enforce Agents security interest in, and Lien on, the Collateral,
including (i) executing and delivering all appropriate documents and
instruments as Agent, in its discretion exercised in good faith, may determine
are necessary or desirable to perfect, preserve, or enforce Agents interest in
the Collateral, including financing statements, all in form and substance
satisfactory to Agent in its discretion exercised in good faith, (ii)
delivering and indorsing to Agent any warehouse receipts or other documents of
title covering that portion of the Collateral which, with Agents consent, may
be located in warehouses and in respect of which warehouse receipts are issued,
(iii) upon the occurrence and during the continuance of any Event of Default
which has not been waived by the Secured Creditors, transferring inventory to
warehouses approved by Agent, (iv) placing notations on Borrowers books of
account to disclose Agents security interest and Lien therein, and (v) taking
such other steps and actions as deemed necessary or desirable by Agent to
perfect and enforce Agents security interest in, and Lien on, and other rights
and interests in, the Collateral.

3.2 Financing
Statements; Notices. Each Borrower hereby irrevocably authorizes Agent at
any time and from time to time to file in any filing office required under
applicable law any initial financing statements and amendments thereto that:
(i) indicate the Collateral (a) as all assets of Borrowers, whether now owned
or hereafter acquired or arising, and all proceeds and products thereof and (b)
as being of an equal or lesser scope or with greater detail, and (ii) provide
any other information required by Part 5 of Article 9 of the Uniform Commercial
Code or required under applicable law for the sufficiency or filing office
acceptance of any financing statement or amendment, including whether such
Borrower is an organization, the type of organization and any organizational
identification number issued to such Borrower. Each Borrower hereby irrevocably
authorizes Agent at any time and from time to time to correct or complete, or
to cause to be corrected or completed, any financing statements, continuation
statements or other such documents as have been filed naming such Borrower as
debtor and Agent as secured party. Each Borrower agrees to furnish any such
information to Agent promptly upon request. At Agents request, each Borrower
will execute notices appropriate under any applicable requirements of law that
Agent, in its discretion exercised in good faith, deems desirable to evidence,
perfect, or protect its security interest in and other Liens on the Collateral
in such form(s) as are satisfactory to Agent, in its discretion exercised in
good faith. Each Borrower will pay the cost of filing all financing statements
and other notices in all public offices where filing is deemed by Agent, in its
discretion exercised in good faith, to be necessary or desirable to perfect,
protect or enforce the security interest and Lien granted to Agent hereunder. A
carbon, photographic, photostatic or other reproduction of this Agreement or of
a financing statement is sufficient as a financing statement. Agent is hereby
authorized to give notice to any creditor, landlord or any other Person as may
be necessary or desirable under applicable laws to evidence, protect, perfect,
or enforce the security interest and Lien granted to Agent in the Collateral.

3.3 Bailees;
Consignees; Warehousemen; Landlords. No Borrower shall store any inventory
at any leased location, or place any inventory with or in the possession or
control of any bailee, processor, warehouseman, consignee or any other like
Person who is not then a party to a Waiver Agreement (as defined below) (each Non-Waiving
Third Party) under any arrangement, practice or agreement (oral or
written), except, in each case under this Section 3.3, to the extent
that: (i) Agent has consented in writing to such action, (ii) the applicable
landlord, bailee, processor, warehouseman, consignee or other like Person, if
requested by Agent, has executed in favor of Agent a landlord waiver and access
agreement or a bailee, processor, consignee, warehouseman or similar written
waiver and access agreement (each, a Waiver Agreement), or (iii) the
value of such inventory, when added to all inventory then in the possession of
all Non-Waiving Third Parties, (a) does not exceed $200,000 in the aggregate
(as to all Borrowers), as of any date, and (b) does not result in an
Overadvance (i.e., after reducing Eligible Inventory by the amount of
such inventory in the possession of all Non-Waiving Third Parties). Nothing
permitted by this Section 3.3, however, may be construed to alter in any
way the criteria for Eligible Receivables or Eligible Inventory provided in the
Credit Agreement.

3.4 Impositions;
Protection of Agents Interests. To protect, perfect, or enforce, from time
to time, Agents rights or interests in the Collateral, Agent may, in its discretion
(but without any obligation to do so), (i) discharge any Liens (other than
Permitted Liens so long as no Event of Default, which has not been waived by
the Secured Creditors, has occurred and is continuing) at any time levied or
placed on the Collateral, (ii) pay any insurance to the extent any Borrower has
failed to timely pay the same, (iii) maintain guards where any Collateral is

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located if an Event of Default has occurred, which has not been waived
by the Secured Creditors, and is continuing, and (iv) obtain 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 Section
3.4 will be part of the Obligations, payable on Agents demand and secured
by the Loan Collateral.

3.5 Agents
Duty of Care. Agent shall have no duty of care with respect to the
Collateral except that Agent shall exercise reasonable care with respect to the
Collateral in Agents custody. Agent shall be deemed to have exercised
reasonable care if (i) such Property is accorded treatment substantially equal
to that which Agent accords its own Property or similar Property of other
Persons held by Agent or (ii) Agent takes such action with respect to the
Collateral as Borrowers shall reasonably request in writing. Agent will not be
deemed to have, and nothing in this Section 3.5 may be construed to deem
that Agent has, failed to exercise reasonable care in the custody or
preservation of Collateral in its possession merely because either (a) Agent
failed to comply with any request of Borrowers or (b) Agent failed to take
steps to preserve rights against any Persons in such Property. Each Borrower
agrees that Agent has no obligation to take steps to preserve rights against any
prior parties.

3.6 Verification.
At any time and from time to time, Agent, in its own name or in the name of
others, may periodically communicate with each Borrowers account debtors,
customers and other obligors to verify with them, to Agents satisfaction, the
existence, amount and terms of any sums owed by such account debtors, customers
or other obligors to any Borrower.

3.7 Equipment.
Borrowers will, on Agents request, deliver to Agent any and all evidences of
ownership of Borrowers equipment, including all certificates of title and
applications for title pertaining to each Borrowers equipment, so that Agent
may cause its security interest and Lien to be noted on such certificates of
title. Each Borrower will not permit any of its equipment to become an
accession to other personal property not constituting part of the Collateral.

3.8 Control
Agreement. With respect to any of the Collateral for which control of such
Collateral is a method of perfection under the Uniform Commercial Code,
including all of Borrowers rights, titles and interests in deposit accounts
(other than any deposit accounts expressly permitted under Section 6.14
of the Credit Agreement), investment property, electronic chattel paper and
letter-of-credit rights, and without limiting the obligations of Borrowers
under the provisions of Sections 3.9, 3.10, and 3.11,
Borrowers will, on Agents request, use commercially reasonable efforts to
cause to be executed, by each Person that Agent determines is appropriate, a
control agreement in a form acceptable to Agent, in its discretion exercised in
good faith.

3.9 Promissory
Notes and Tangible Chattel Paper. If any Borrower shall at any time hold or
acquire any promissory notes or tangible chattel paper, such Borrower shall
forthwith indorse, assign and deliver the same to Agent, accompanied by such
instruments of transfer or assignments duly executed in blank as Agent may from
time to time specify.

3.10. Electronic
Chattel Paper and Transferable Records. If any Borrower at any time holds
or acquires an interest in any electronic chattel paper or any transferable
record, as that term is defined in Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act, or in §16 of the Uniform
Electronic Transactions Act as in effect in any relevant jurisdiction,
Borrowers shall promptly notify Agent thereof and, at the request and option of
Agent, shall take such action as Agent, in its discretion exercised in good
faith, may request to vest in Agent control, under §9-105 of the Uniform
Commercial Code, of such electronic chattel paper or control under Section 201
of the Federal Electronic Signatures in Global and National Commerce Act or, as
the case may be, §16 of the Uniform Electronic Transactions Act, as so in
effect in such jurisdiction, of such transferable record.

3.11. Letter-of-Credit
Rights. If any Borrower at any time is a beneficiary under a letter of
credit now or hereafter, Borrowers shall promptly notify Agent thereof and, at
the request and option of Agent, Borrowers shall, pursuant to an agreement in
form and substance satisfactory to Agent, in its discretion exercised in good
faith, will either, at the option of Agent: (i) arrange for the issuer and any
confirmer or other nominated person of such letter of credit to consent to an
assignment to Agent of the proceeds of the letter of credit or (ii) arrange for
Agent to become the beneficiary of the letter of credit, with Agent agreeing,
in each case, that the proceeds of the letter of credit are to be applied as
provided in the Credit Agreement.

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3.12. Commercial
Tort Claims. If any Borrower shall at any time hold or acquire a commercial
tort claim, Borrowers shall immediately notify Agent in a writing signed by
Borrowers of the particulars thereof and grant to Agent in such writing a
security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance satisfactory to
Agent, in its discretion exercised in good faith.

4. POWER OF ATTORNEY.

4.1 Grant
of Power. Each Borrower does hereby make, constitute and appoint Agent (or
any officer or agent of Agent) as such Borrowers true and lawful
attorney-in-fact, with full power of substitution, in the name of such Borrower
or in the name of Agent or otherwise, for the use and benefit of Agent, but at
the cost and expense of such Borrower, (i) upon the occurrence and during the
continuance of any Event of Default which has not been waived by the Secured
Creditors, or otherwise in connection with Remittances received in the Lock
Box, to indorse the name of such Borrower on any instruments, notes, checks,
drafts, money orders, or other media of payment (including payments payable
under any policy of insurance on the Collateral) or Collateral that may come
into the possession of Agent or any Affiliate of Agent in full or part payment
of any of the Obligations; (ii) upon the occurrence and during the continuance
of any Event of Default which has not been waived by the Secured Creditors, to
sign and indorse the name of such Borrower on any invoice, freight or express
bill, bill of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications and notices in connection with any Collateral, and
any instrument or document relating thereto or to any of such Borrowers rights
therein; (iii) to file financing statements pursuant to the Uniform Commercial
Code and other notices appropriate under applicable law as Agent in its
discretion exercised in good faith deems necessary to perfect, preserve, and
protect Agents rights and interests under this Agreement; (iv) upon the
occurrence and during the continuance of any Event of Default which has not
been waived by the Secured Creditors, to obtain the insurance referred to in Section
6.2 of the Credit Agreement and indorse any drafts and cancel any insurance
so obtained by Agent; (v) upon the occurrence and during the continuance of any
Event of Default which has not been waived by the Secured Creditors, to give
written notice to the United States Post Office to effect change(s) of address
so that all mail addressed to such Borrower may be delivered directly to Agent;
and (vi) to do any and all things necessary or desirable in Agents discretion
exercised in good faith to perfect Agents security interest in, and Lien on,
and other rights and interests in, the Collateral, to preserve and protect the
Collateral and to otherwise carry out this Agreement.

4.2 Duration;
Ratification of Acts. This power of attorney, being coupled with an
interest, will be irrevocable for the term of this Agreement and all
transactions under this Agreement and thereafter so long as any of the
Obligations (other than the contingent obligations for indemnification or
reimbursement for which Agent has not then given notice of a claim thereof
against any Borrower) remain in existence or any Commitments of the Lenders
remain in effect. Except for actions where Agent or its attorney has acted
grossly negligent or with willful misconduct, each Borrower ratifies and
approves all acts of such attorney, and neither Agent nor its attorney will be
liable for any acts or omissions or for any error of judgment or mistake of
fact or law. Each Borrower will execute and deliver promptly to Agent all
instruments necessary or appropriate, as determined in Agents discretion
exercised in good faith, to further Agents good faith exercise of the rights
and powers granted to it in this Section 4.

5. WARRANTIES AND REPRESENTATIONS. To induce the Secured
Creditors to make the Loans and other extensions of credit pursuant to the Loan
Documents, each Borrower represents to the Secured Creditors that the following
statements are, and will continue throughout the term of this Agreement to be,
true:

5.1 Jurisdiction
of Organization; Places of Business, etc. Each Borrowers (i) jurisdiction
of organization is as set forth on Exhibit A, (ii) exact legal name is as set
forth on Exhibit A (as may be updated from time to time as provided in Section
6.2), (iii) chief executive office and principal place of business are set
forth on Exhibit A (as may be updated from time to time as provided in Section
6.2), (iv) offices or locations where any Borrower keeps the Collateral
(except for inventory in transit) or conducts any of its business are listed on
Exhibit A (as may be updated from time to time as provided in Section
6.2), (v) federal tax identification number is identified on Exhibit A,
and (vi) organizational identification number in its jurisdiction of
organization is identified on Exhibit A.

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5.2 Prior
Locations Of Collateral. Except for inventory and motor vehicles in
transit, none of the inventory or equipment constituting part of the Collateral
has been at, or has been removed from, any location during the one year period
preceding the date of this Agreement other than those locations set forth on Exhibit
A.

5.3 Names.
All trade names, assumed names, fictitious names and other names used by
Borrowers during the four month period preceding the date of this Agreement are
set forth on Exhibit A, and no Borrower has, during the preceding one
year period, except as may be set forth on Exhibit A, acquired any of
its assets in any bulk transfer.

5.4 Investment
Property. Except as set forth on Exhibit A, no Borrower has any
rights, titles or interests in, or with respect to, any investment property.

5.5 Letter-of-Credit
Rights. Except as set forth on Exhibit A, no Borrower has any
rights, titles or interests in, or with respect to, any letters of credit.

5.6 Electronic
Chattel Paper. Except as set forth on Exhibit A, no Borrower has any
rights, titles or interests in, or with respect to, any electronic chattel
paper.

5.7 Commercial
Tort Claims. Except as set forth on Exhibit A, no Borrower has any
rights, titles or interests in, or with respect to, any commercial tort claims.

5.8 Instruments.
Except as set forth on Exhibit A, no Borrower has any rights, titles or
interests in, or with respect to, any instruments, including promissory notes
but exclusive of checks and other items of payment received in the ordinary
course of business as presently conducted by Borrowers.

5.9 State
of Title. Each Borrower has good and indefeasible title to, and ownership
of, the Collateral, free and clear of all Liens except to the extent, if any,
of the Permitted Liens, and exclusive of any Property for which a Borrower only
has a leasehold estate.

5.10 Priority.
Agent has a first priority security interest in, and Lien on, the Collateral
except to the extent, if any, of the Permitted Liens.

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

6.1 Claims
Against Collateral. Maintain the Collateral, as the same is constituted
from time to time, free and clear of all Liens, except to the extent, if any,
of the Permitted Liens, and Borrowers will defend or cause to be defended the
Collateral against all of the claims and demands of all Persons whomsoever
(except to the extent, if any, of the Permitted Liens).

6.2 Notice
of Change in Place of Business; Names, etc. (i) Give Agent, and Agents
counsel, Vorys, Sater, Seymour & Pease LLP, Suite 2000 Atrium Two, 221 East
Fourth Street, Cincinnati, Ohio 45202, Attention: Hani R. Kallas, at least 15
Business Days advance notice in writing of (a) any change in any Borrowers (1)
chief executive office, principal place of business, or other places of
business, or the opening of any new places of business, (2) registered agents
address in the jurisdiction of such Borrowers organization, (4) exact legal
names as set forth on Exhibit A, or (4) trade names, assumed names or
fictitious names from those set forth on Exhibit A, and (b) the adoption
by any Borrower of any new trade names, assumed names or fictitious names and
(ii) not, without the prior written consent of Agent, change a Borrowers
jurisdiction of, or form of, organization.

6.3 Notice
of Governmental or Foreign Accounts. Upon the written request by Agent and
in addition to Borrowers obligations to notify Agent pursuant to each
Borrowing Base Certificate submitted under the Credit Agreement, promptly
notify Agent in writing of any contract giving rise to any Receivable with
respect to which the account debtor is (i) any Governmental Authority or (ii) a
business which is located in a foreign country.

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6.4 Notice
of Adverse Information. Immediately notify Agent in writing of any
information which any Borrower has or may receive with respect to any portion
of the Collateral, having an aggregate value of $100,000 or more, which would
materially and adversely affect the value thereof or the rights of Agent with
respect thereto.

6.5 Equipment.
Maintain the equipment in good operating condition and repair, ordinary wear
and tear excepted, make all commercially reasonable replacements thereof to
maintain the value and operating efficiency thereof, and, upon the request of
Agent, promptly inform Agent of any additions to or, subject to the terms of
the Credit Agreement, deletions from the equipment.

6.6 Inventory.
Maintain the inventory in good and salable condition exclusive of slow-moving,
obsolete or damaged inventory for which reserves or write-downs have been made
on Borrowers books and records in accordance with GAAP and will handle,
maintain and store the inventory in a safe and careful manner in accordance
with all applicable laws, rules, regulations, ordinances and governmental
orders.

6.7 Insurance.
Insure the Collateral in accordance with the terms of the Credit Agreement.

6.8 Removal
of Collateral. Not remove any of the Collateral (except for inventory and
motor vehicles in transit) from the locations set forth in Exhibit A of
this Agreement or keep any of the Collateral (except for inventory and motor
vehicles in transit) at any other office or location without giving Agent and
Agents counsel, as set forth in Section 6.2, at least 15 Business Days
prior notice of such action and complying with the other terms of this
Agreement; and provided that such location is within the continental United
States. Borrower will not locate any inventory in any warehouse which has or
will issue a negotiable warehouse receipt for such Inventory without Agents
prior consent.

6.9 No
Liens. Not create or permit to be created or to exist any Lien on any of
the Collateral except to the extent, if any, of the Permitted Liens.

7. TERM. Subject to Section 11.6 below, 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 or reimbursement for which Agent has not then given notice of a
claim thereof against any Borrower) and (ii) the termination of all Commitments
of each Lender under the Credit Agreement. Upon such termination, Agent shall,
at Borrowers expense, promptly execute and deliver to Borrowers proper documentation
to release the Liens on the Collateral granted hereunder or similar instrument
of re-conveyance prepared by Agent, and Agent shall duly deliver to Borrowers
such of the Collateral as has been released and is in the possession of Agent.

8. AGENTS RIGHTS AND REMEDIES.

8.1 Remedies.
(i) On the occurrence of an Event of Default which has not been waived, Agent
may immediately, at any time, while such Event of Default is continuing, take
any one or more of the following actions, without notice, demand or legal
process of any kind (except as may be required by law), all of which each
Borrower waives to the fullest extent permitted by law:

(a)
proceed to enforce payment of the Obligations and to exercise all of the rights
and remedies afforded to Agent by the Code, the Uniform Commercial Code as in
effect in any applicable jurisdiction, under the terms of the Loan Documents
and by law and in equity provided, including those set forth below in this Section
8.1;

(b)
take possession of the Collateral and maintain such possession on any of any
Borrowers premises at no cost to Agent, or remove the Collateral, or any part
thereof, to such other place(s) as Agent may desire;

(c)
enter on any premises on which the Collateral, or any part or records thereof,
may be situated and remove the same therefrom, for which action Borrowers will
not assert against Agent any claim for

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trespass or breach of the peace or similar claim, and Borrowers will
not hinder Agents efforts to effect such removal;

(d)
require each Borrower, at such Borrowers cost, to assemble the Collateral and
make it available at a place designated by Agent;

(e)
collect, compromise, take, sell or otherwise deal with the Collateral and
proceeds thereof in its own name or in the name of Borrowers, including (1)
bringing suit on any one or more of the accounts, chattel paper, instruments,
documents, leases or other agreements (collectively, Contracts) in the
name of Borrowers or Agent, and exercise all such other rights respecting the
Contracts, in the name of Borrowers or Agent, including the right to accelerate
or extend the time of payment, settle, release in whole or in part any amounts
owing on any Contract and issue credits in the name of Borrowers or Agent, and
including proceeding against any collateral or security provided in respect of
any Contract and (2) bringing suit on any one or more of the general
intangibles, in the name of Borrowers or Agent, and exercise all such other
rights respecting the general intangibles, including the right to accelerate or
extend the time of payment, settle, release in whole or in part any amounts
owing on any general intangible and issue credits in the name of Borrowers or
Agent, and including proceeding against any collateral or security provided in
respect of any general intangible;

(f)
sell part or all of the Collateral at public or private sale(s), for cash, upon
credit or otherwise, at such prices and upon such terms as Agent deems
advisable, in Agents discretion, and Agent may, if Agent deems it reasonable,
postpone or adjourn any sale of the Collateral from time to time by an
announcement at the time and place of sale or by announcement at the time and
place of such postponed or adjourned sale, without being required to give a new
notice of sale, and without being obligated to make any sale of the Collateral
regardless of notice of sale having been given;

(g)
to the extent Agent has not so acted or is currently not so acting pursuant to
the other terms of this Agreement, notify Borrowers customers, account debtors
and any other Persons (1) obligated on the Collateral to make payment or
otherwise render performance to or for the benefit of Agent and (2) that,
without limiting the generality of clause (1), the Contracts and general
intangibles have been assigned to Agent and that payments should be made
directly to Agent;

(h)
require Borrowers, using such form as Agent may approve, to notify Borrowers
customers, account debtors and any other Persons, and to indicate on all of
Borrowers correspondence to such customers, account debtors and other Persons,
that the Contracts and general intangibles must be paid to Agent directly;

(i)
sign any indorsements, assignments or other writings of conveyance or transfer
in connection with any disposition of the Collateral;

(j)
sell, assign, transfer or otherwise dispose of all or any part of the
Collateral in any manner permitted by law and do any other thing and exercise
any other right or remedy which Agent may, with or without judicial process, do
or exercise under applicable law, and in any such sale Agent may sell, assign,
transfer or otherwise dispose of all or any part of the Collateral without
giving any warranties and Agent may specifically disclaim any warranties of
title and similar warranties;

(k)
apply for and have a receiver appointed under state or federal law by a court
of competent jurisdiction in any action taken by Agent to enforce its rights
and remedies under this Agreement and, as applicable, the other Loan Documents
in order to manage, protect, preserve, sell and otherwise dispose of all or any
portion of the Collateral and continue the operation of the business of
Borrowers, and to collect all revenues and profits thereof and apply the same
to the payment of all expenses and other charges of such receivership,
including the compensation of the receiver, and to the payment of the
Obligations until a sale or other disposition of such Collateral is finally
made and consummated;

(l)
enforce the obligations of an account debtor or other Person obligated on collateral
and exercise the rights of Borrowers with respect to the obligations of the
account debtor or other Person obligated on

---



collateral to make payment or otherwise render performance to
Borrowers, and with respect to any Property that secures the obligations of the
account debtor or other Person obligated on collateral, in any case directly or
through collection agencies or other collection specialists; and

(m)
without limiting the provisions of Section 2.2, apply (or instruct another
Person to apply) to the Obligations the balance of any deposit account that is
part of the Collateral.

(ii) Each
Borrower acknowledges that portions of the Collateral could be difficult to
preserve and dispose of and be further subject to complex maintenance and
management. Accordingly, Agent, in exercising its rights under this Section
8.1, shall have the widest possible latitude to preserve and protect the
Collateral and Agents security interest in and Lien thereon. Moreover, each
Borrower acknowledges and agrees that Agent shall have no obligation to, and
each Borrower hereby waives to the fullest extent permitted by law any right
that it may have to require Agent to, (a) clean up or otherwise prepare any of
the Collateral for sale, (b) pursue any Person to collect any of the
Obligations or (c) exercise collection remedies against any Persons obligated
on the Collateral. Agents compliance with applicable local, state or federal
law requirements, in addition to those imposed by the UCC, in connection with a
disposition of any or all of the Collateral will not be considered to adversely
affect the commercial reasonableness of any disposition of any or all of the
Collateral under the UCC.

8.2 Notice
of Disposition; Allocations. If any notice is required by law to effectuate
any sale or other disposition of the Collateral, (i) Agent will give Borrowers
written notice of the time and place of any public sale or of the time after
which any private sale or other intended disposition thereof will be made, and
at any such public or private sale, Agent may purchase all or any of the
Collateral; and (ii) Agent and each Borrower agree that such notice will not be
unreasonable as to time if given in compliance with this Agreement ten days
prior to any sale or other disposition. The proceeds of the sale will be
applied first to all costs and expenses of such sale including Attorneys Fees
and other costs and expenses, and second to the payment of all Obligations in
the manner and order provided in the Credit Agreement. Each Borrower shall
remain liable to Agent for any deficiency. Unless otherwise directed by law,
Agent will return any excess to Borrowers.

8.3 Payment
of Expenses. Each Borrower shall pay to Agent, on its demand, all out-of-pocket
costs and expenses, including court costs, reasonable Attorneys Fees and costs
of sale, incurred by Agent in exercising any of its rights or remedies
hereunder, all of which constitute part of the Obligations and are secured by
the Loan Collateral.

9. INDEMNIFICATION. In consideration of the execution and
delivery of the Credit Agreement and extensions of credit made to Borrowers
thereunder, Borrowers will indemnify and hold each Secured Creditor and each
Secured Creditors directors, Affiliates, and agents (for the purposes of this Section
9 each is an Indemnified Party) harmless from and against any and
all claims, losses, obligations and liabilities arising out of or resulting
from any or all of (i) this Agreement and (ii) the transactions contemplated by
this Agreement (including enforcement of this Agreement), except for claims,
losses or liabilities to the extent arising out of or resulting from an
Indemnified Partys gross negligence or willful misconduct. The indemnification
provided for in this Section 9 is in addition to, and not in limitation
of, any other indemnification or insurance provided by any Borrower to any
Secured Creditor.

10. 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.

11. GENERAL.

11.1 Severability.
If any term of this Agreement is found invalid under Ohio law or other 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.

11.2 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).

11.3 WAIVER
OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED
CREDITORS TO EXTEND CREDIT TO BORROWERS, BORROWERS 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 INITIATE AND
PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND
COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS
RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY
OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED
AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT
CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER 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, AND
EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO
BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN
THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF
OHIO. EACH BORROWER 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.

11.4 Survival
and Continuation of Representations and Warranties. All of Borrowers
representations and warranties contained in, or incorporated by reference in,
this Agreement shall be true and correct in all material respects when made and shall,
for all purposes of this Agreement, be deemed to be repeated on and as of the
date of Borrowers request
for each Loan and shall be true and correct in all material respects as of each
such date.

11.5 Agents
Additional Rights Regarding Collateral. All of the Obligations shall
constitute one obligation secured by all of the Collateral. In addition to
Agents 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 by the Secured
Creditors: (i) exchange, enforce, waive or release any of the Collateral or
portion thereof, (ii) apply the proceeds of the 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 accordance with the Credit
Agreement and the other Loan Documents without affecting or impairing its right
to take any other further action with respect to any security or any part
thereof.

11.6 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 any Borrower makes a payment or payments to any Secured Creditor
or any Secured Creditor receives any payment or proceeds of the Collateral or
any other security for Borrowers 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.

11.7 Additional
Waivers by Borrowers. Each Borrower 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 Borrowers
might otherwise be entitled. Borrowers shall not assert any claim against any
Secured Creditor under any theory of liability for consequential, special,
indirect or punitive damages.

---



11.8 Equitable
Relief. Each Borrower recognizes that, in the event any Borrower 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 Agent;
therefore, each Borrower agrees that Agent, if Agent so requests, shall be
entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.

11.9 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 supersede all previous understandings,
written or oral, in respect thereof. Any request from time to time by Borrowers
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
Borrowers 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 Borrowers, 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 the
Obligations, and Borrowers. 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, Borrowers by fax transmission or other
electronic delivery of an image file reflecting the execution hereof, and, if
so signed: (i) may be relied on by Agent as if the document were a manually
signed original and (ii) will be binding on Borrowers for all purposes of the
Loan Documents.

11.10 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.

11.11 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.

11.12 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.

11.13 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.

11.14 Assignment.
Agent shall have the right to assign this Agreement and the other Loan
Documents. Borrowers may not assign, transfer or otherwise dispose of any of
their 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 the Loan Documents 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 Borrowers and each Secured Creditor, respectively.

11.15 Agent.
(i) As between the Lenders, the LC Issuer and Agent, (a) Agent will hold all
items of the 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 acknowledge and
agree that (1) the obligations of Agent as holder of the Collateral and any
interests therein and with respect to any disposition of any of the 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 any Borrower 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.

11.16 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.

11.17 WAIVER
OF JURY TRIAL. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED
CREDITORS TO EXTEND CREDIT TO BORROWERS, EACH BORROWER AND EACH SECURED
CREDITOR 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 OR AMONG THE SECURED CREDITORS AND BORROWERS.

11.18 Joint
and Several Obligations. The obligations of Borrowers under this Agreement
are joint, several and primary. No Borrower shall be or be deemed to be an
accommodation party with respect to this Agreement.

[Signature Page Follows]

---



IN WITNESS
WHEREOF, Agent and Borrowers, intending to be legally bound, have executed and
delivered this Agreement by their duly authorized officers as of the Effective
Date.

| |                                       |                                         | 
| | ------------------------------------- | --------------------------------------- | 
| | INDUSTRIAL
 SERVICES OF AMERICA, INC.
| |                                       |                                         | 
| | By:                                   | /s/ Harry
 Kletter                      | 
| |                                       |                                         | 
| |                                       | Harry Kletter, Chief
 Executive Officer | 
| |                                       |                                         | 
| | ISA INDIANA, 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 | 

---



Exhibit A

Borrowers
Exact Legal Names,

Jurisdictions
of Organization,

Organizational
Identification Numbers,

and
Federal Tax Identification Numbers:

| |                                       |  |                               |  |                           |  |                        | 
| | ------------------------------------- |  | ----------------------------- |  | ------------------------- |  | ---------------------- | 
| | Exact Legal
 Name                     |  | Jurisdiction
 of Organization |  | Organizational
 ID Number |  | Federal
 Tax ID Number | 
| |                                       |  |                               |  |                           |  |                        | 
| |                                       |  |                               |  |                           |  |                        | 
| | Industrial
 Services of America, Inc. |  | Florida                       |  | 175517                    |  | 59-0712746             | 
| | ISA Indiana,
 Inc.                    |  | Indiana                       |  | 1998070906                |  | 35-2052295             | 

Borrowers Chief Executive Office and
Principal Place of Business:

| |             |  |                                                          
| | ----------- |  | ---------------------------------------------------------
| | ISA         |  | 7100 Grade
 Lane, Building #1, Louisville, Kentucky 40213
| | ISA Indiana |  | 7100 Grade
 Lane, Building #1, Louisville, Kentucky 40213

Borrowers Offices or Locations Where any
Collateral is Located:(other than any chief executive office address set forth above)

|   |                                                                   
|-- | ------------------------------------------------------------------
|A. | 7110 Grade
 Lane, Louisville, Kentucky 40213                      
|B. | 6709 Grade
 Lane, Louisville, Kentucky 40213                      
|C. | 7124 Grade
 Lane, Louisville, Kentucky 40213                      
|D. | 7200 and
 7210 Grade Lane, Louisville, Kentucky 40219             
|E. | 1617 State
 Road 111, New Albany, Indiana 47150                   
|F. | 1565 E. 4th
 Street, Seymour, Indiana 47274                       
|G. | 7023, 7025,
 7101, and 7103 Grade Lane, Louisville, Kentucky 40213
|H. | 1400 Cahill
 Drive, Lexington, Kentucky 40504                     
|I. | 7100 Grade
 Lane, Louisville, Kentucky 40213                      
|J. | 7020 Grade
 Lane, Louisville, Kentucky 40213                      

Trade Names, Assumed Names and Fictitious
Names:

|   |                                                                    
|-- | -------------------------------------------------------------------
|A. | Currently in
 Use: None.                                           
|   |                                                                    
|B. | Used During
 Last Five Years but not Currently in Use: Fitzpatrick.

Assets Acquired in Bulk Transfer:
None, other than the acquisition of certain fixed assets from Venture Metals,
LLC (Venture Metals) pursuant to the terms of that certain Lease Agreement
dated as of February 18, 2009, by and between Venture Metals and ISA.

---



Investment Property:
Membership interest in Subsidiaries.

|                |  |                      |  |                    |  |        | 
|--------------- |  | -------------------- |  | ------------------ |  | ------ | 
|Issuer:         |  | Certificate
 Number: |  | Number
 of Shares: |  | Owner: | 
|                |  |                      |  |                    |  |        | 
|                | 
|7021 Grade      |  | N/A                  |  | 100% Interest      |  | ISA    | 
|                | 
|7124 Grade      |  | N/A                  |  | 100% Interest      |  | ISA    | 
|                | 
|7200 Grade      |  | N/A                  |  | 100% Interest      |  | ISA    | 
|                | 
|IN Real Estate  |  | N/A                  |  | 100% Interest      |  | ISA    | 
|                | 
|CWS             |  | N/A                  |  | 100% Interest      |  | ISA    | 
|                | 
|ISA Real Estate |  | N/A                  |  | 100%
 Interest     |  | ISA    | 
|                | 
|Logistics       |  | N/A                  |  | 100% Interest      |  | ISA    | 
|                | 
|Recycling       |  | N/A                  |  | 100% Interest      |  | ISA    | 
|                | 
|Waste Equipment |  | N/A                  |  | 100% Interest      |  | ISA    | 

Letter of Credit Rights:
None.

Electronic Chattel Paper:
None.

Commercial Tort Claims:
None.

Instruments:
None.

---