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CHANGE IN TERMS AGREEMENT

Principal
        $3,000,000.00
        Loan Date
        Maturity
        06-30-2002
        Loan No.
        81145
        Call
        04A0
        Collateral
        Account
        00951
        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
|--------- | --------------------------------------------------------------------------------------------------------------------------- | ------- | ---------------------------------------------------------------------------------
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|Principal
        Amount: | $3,000,000.00 | Date of
        Agreement: | November 30,
        2000
|------------------------- | ------------- | -------------------------- | -------------------------

DESCRIPTION OF EXISTING INDEBTEDNESS.
The Revolving Line of Credit #81145 evidenced by Borrower's
promissory note dated on 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 June 30, 2000, in the face principal
amount of $2,000,000.00, 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 extended from November 30,
2000 to and including June 30, 2002, and may be further extended
upon written notice from Lender to Borrower advising Borrower of
such extension. 2) The face principal amount of the Note is
hereby increased to $3,00,000.00. 3) Harry Kletter is hereby
released as a Guarantor of the Note. 4) 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 date set forth in the previous
sentence. Lender and Borrower agree that the Security Agreement
executed in connection with the Note is and was intended to
secure the previous sentence. Lender and Borrower agree that the
Security Agreement executed in connection with the Note is and
was intended to 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 Security Agreement. This Change in Terms
Agreement amends, but does not novate the Note.

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.

EFFECTIVE DATE. This Agreement was
executed on the 28th day of November, 2000, but is
effective as of November 30, 2000.

FINAL AGREEMENT. By signing this
document, each party represents and agrees that (A) this
Agreement represents the final agreement between and among the
parties with respect to the subject matter hereof, (B) there are
no oral agreements between or among the parties, and (C) this
Agreement, together with the loan documents executed in
connection with the Note, may not be contradicted by evidence of
any prior, contemporaneous, or subsequent oral agreements or
understandings of the parties.

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.

PRIOR NOTE. The promissory note by
Borrower, payable to Lender's order, in the face principal amount
of $2,000,000.00, dated May 9, 1997, as may have been renewed,
modified, extended, or replaced from time to time.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER
READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT.

BORROWER:

Industrial Services of America, Inc.



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

LENDER:

Bank of Louisville



By: /s/ Debbie P.
Pruitt      Authorized Officer