content="text/html; charset=iso-8859-1">

CHANGE IN TERMS AGREEMENT

Principal
        $2,000,000.00
        Loan Date
        03-26-2001
        Maturity
        06-30-2002
        Loan No.
        Call
        Collateral
        Account
        Officer
        490
        InitialsReferences in the shaded area are for Lender's
        use only and do not limit the applicability of this
        document to any particular loan or item.




|Borrower: | Industrial
        Services of America, Inc.
        (TIN: 69-0712746)
        7100 Grade Lane
        Louisville, KY 40232 | Lender: | Bank
        of Louisville
        500 West Broadway
        Louisville, KY 40202
|--------- | --------------------------------------------------------------------------------------------------------------------------- | ------- | ---------------------------------------------------------------------------------
|          |                                                                                                                            
|          |                                                                                                                            
|          |                                                                                                                            

|Principal
        Amount: | $3,000,000.00 | Initial
        Rate: | 8.500% | Date of
        Agreement: | November 30,
        2000
|------------------------- | ------------- | --------------------- | ------ | -------------------------- | -------------------------



DESCRIPTION OF EXISTING INDEBTEDNESS.
The Revolving Line of Credit #81145 as evidenced by Borrower's
promissory note dated May 9, 1997, in the face principal amount
of $2,000,000.00, as most recently renewed by the Change in Terms
Agreement dated November 30, 2000, in the face principal amount
of $3,000,000.00, payable to Lender's order (the
"Note").

DESCRIPTION OF COLLATERAL. All of
Borrower's business assets, as described in the Security
Agreement dated May 9, 1997, by Borrower in favor of Lender
together with UCC-1 Financing Statement of record in the Office
of the Clerk of Jefferson County, Kentucky.

DESCRIPTION OF CHANGE IN TERMS. 1) The
maturity date of the Note is hereby to be confirmed as June 30,
2002. 2) The Loan Agreement dated November 30, 2000, is hereby
amended so as to delete the Financial Covenant entitled "Net
Worth Ratio." Interest will accrue to the end of each
interest period described in the Note, and will be due and
payable on the 15th day of the next interest period,
provided that all amounts outstanding under the Note shall be due
and payable in full on the maturity date set forth in the
previous sentence. Lender and Borrower agree that the Loan
Agreement and Security Agreement executed in connection with the
Note are and were intended to govern and secure Borrower's
obligation to Lender under the Note as it has been and may be
renewed, replaced, modified, and extended, and Borrower affirms
and confirms in all respects its obligation under the Loan
Agreement and Security Agreement. This Change in Terms Agreement
amends but does not novate the Note.

FINAL AGREEMENT.THE UNDERSIGNED
REPRESENTS AND AGREES THAT: (A) THIS AGREEMENT, TOGETHER WITH THE
OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND/OR REFERRED
TO HEREIN (COLLECTIVELY, THE "LOAN DOCUMENTS")
REPRESENTS THE FINAL AGREEMENT BETWEEN THE UNDERSIGNED AND THE
LENDER WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THERE ARE
NO UNWRITTEN ORAL AGREEMENT BETWEEN THE PARTIES, AND (C) THE LOAN
DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS
OF THE PARTIES, THE TERM "PARTIES" MEANS BANK OF
LOUISVILLE AND ANY AND ALL ENTITIES OR INDIVIDUALS WHO ARE
OBLIGATED, DIRECTLY OR INDIRECTLY TO REPAY THE INDEBTEDNESS
REPRESENTED BY THIS NOTE OR HAVE PLEDGED PROPERTY AS SECURITY FOR
THE INDEBTEDNESS REPRESENTED BY THIS NOTE.

EFFECTIVE DATE. This Agreement was
executed on the _____ day of __________, 2001, but is effective
as of March 26, 2001.

FINANCIAL REPORTING. Borrower affirms
its obligation to provide Lender with its financial statements
and other financial information, in form and substance
satisfactory to Lender and on such periodic reporting schedule as
Lender may prescribe, and change from time to time.

CONTINUING VALIDITY. Except as expressly
changed by this Agreement, the terms of the original obligation
or obligations, including all agreements evidenced or securing
the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right
to strict performance of the obligation(s) as changed, nor
obligate Lender to make any future change in terms. Nothing in
this Agreement will constitute a satisfaction of the
obligation(s). It is the intention of Lender to retain as liable
parties all makers and endorsers of the original obligation(s),
including accommodation parties, unless a party is expressly
released by Lender in writing. Any maker or endorser, including
accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does
not sign this Agreement below, then all persons signing below
acknowledge that this Agreement is given conditionally, based on
the representation to Lender that the non-signing party consents
to the changes and provisions of this Agreement or otherwise will
not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such
subsequent actions.

BORROWER:

Industrial Services of America, Inc.



By: /s/ Timothy W.
Myers      Timothy W. Myers,
President