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LOAN 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


THIS LOAN AGREEMENT between Industrial
Services of America, Inc. ("Borrower") and Bank of
Louisville ("Lender") is made and executed on the
following terms and conditions. Borrower has received prior
commercial loans from Lender or has applied to Lender for a
commercial loan or loans and other financial accommodations,
including those which may be described on any exhibit or schedule
attached to this Agreement. All such loans and financial
accommodations, together with all future loans and financial
accommodations from Lender to Borrower, are referred to in this
Agreement individually as the "Loan" and collectively
as the "Loans." Borrower understands and agrees that:
(a) in granting, renewing, or extending any Loan, Lender is
relying upon Borrower's representations, warranties, and
agreements, as set forth in this Agreement; (b) the granting,
renewing, or extending of any Loan by Lender at all times shall
be subject to Lender's sole judgment and discretion; and (c) all
such Loans shall be and shall remain subject to the following
terms and conditions of this Agreement.

TERM. This Agreement shall be effective
as of November 30, 2000, and shall continue thereafter until all
Indebtedness of Borrower to Lender has been performed in full and
the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall
have the following meanings when used in this Agreement. Terms
not otherwise defined in this Agreement shall have the meanings
attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money
of the United States of America.

Account. The word "Account"
        means a trade account, account receivable, or other right
        to payment for goods sold or services rendered owing to
        Borrower (or to a third party grantor acceptable to
        Lender).

Account Debtor. The words
        "Account Debtor" mean the person or entity
        obligated upon an Account.

Advance. The word
        "Advance" means a disbursement of Loan funds
        under this Agreement.

Borrower. The word
        "Borrower" means Industrial Services of
        America, Inc. The word "Borrower" also
        includes, as applicable, all subsidiaries and affiliates
        of Borrower as provided below in the paragraph titled
        "Subsidiaries and Affiliates."

Borrowing Base. The words
        "Borrowing Base" mean, as determined by Lender
        from time to time, the lesser of (a) $3,000,000.00;
        or (b) 80.000% of the aggregate amount of Eligible
        Accounts.

Business Day. The words
        "Business Day" mean a day on which commercial
        banks are open for business in the Commonwealth of
        Kentucky.

CERCLA. The word
        "CERCLA" means the Comprehensive Environmental
        Response, Compensation, and Liability Act of 1980, as
        amended.

Cash Flow. The words "Cash
        Flow" mean net income after taxes, and exclusive of
        extraordinary gains and income, plus depreciation and
        amortization.

Collateral. The word
        "Collateral" means and includes without
        limitation all property and assets granted as collateral
        security for a Loan, whether real or personal property,
        whether granted directly or indirectly, whether granted
        now or in the future, and whether granted in the form of
        a security interest, mortgage, deed of trust, assignment,
        pledge, chattel mortgage, chattel trust, factor's lien,
        equipment trust, conditional sale, trust receipt, lien,
        charge, lien or title retention contract, lease or
        consignment intended as a security device, or any other
        security or lien interest whatsoever, whether created by
        law, contract, or otherwise. The word
        "Collateral" includes without limitation all
        collateral described below in the section titled
        "COLLATERAL."

Debt. The word "Debt"
        means all of Borrower's liabilities excluding
        Subordinated Debt.

Eligible Accounts. The words
        "Eligible Accounts" mean, at any time, all of
        Borrower's Accounts which contain selling terms and
        conditions acceptable to Lender. The net amount of any
        Eligible Account against which Borrower may borrow shall
        exclude all returns, discounts, credits, and offsets of
        any nature. Unless otherwise agreed to by Lender in
        writing, Eligible Accounts do not include:

| | (a)             | Accounts with
        respect to which the Account Debtor is an officer, an
        employee or agent of Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)             | Accounts with
        respect to which the Account Debtor is a subsidiary of,
        or affiliated with or related to Borrower or its
        shareholders, officers, or directors.                                                                                                                                                                                                                                                                                                                                                                                            
| | (c)             | Accounts with
        respect to which goods are placed on consignment,
        guaranteed sale, or other terms by reason of which the
        payment by the Account Debtor may be conditional.                                                                                                                                                                                                                                                                                                                                                                                
| | (d)             | Accounts with
        respect to which Borrower is or may become liable to the
        Account Debtor for goods sold or services rendered by the
        Account Debtor to Borrower.                                                                                                                                                                                                                                                                                                                                                                                            
| | (e)             | Accounts
        which are subject to dispute, counterclaim, or setoff.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f)             | Accounts with
        respect to which the goods have not been shipped or
        delivered, or the services have not been rendered, to the
        Account Debtor.                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g)             | Accounts with
        respect to which Lender, in its sole discretion, deems
        the creditworthiness or financial condition of the
        Account Debtor to be unsatisfactory.                                                                                                                                                                                                                                                                                                                                                                                            
| | (h)             | Accounts of
        any Account Debtor who has filed or has had filed against
        it a petition in bankruptcy or an application for relief
        under any provision of any state or federal bankruptcy,
        insolvency, or debtor-in-relief acts; or who has had
        appointed a trustee, custodian, or receiver for the
        assets of such Account Debtor; or who has made an
        assignment for the benefit of creditors or has become
        insolvent or fails generally to pay its debts (including
        its payrolls) as such debts become due.
| | (i)
        (j) | Accounts with
        respect to which the Account Debtor is the United States
        government or any department or agency of the United
        States.
        Accounts which have not been paid in full within 90 from
        the invoice date. The entire balance of any Account of
        any single Account debtor will be ineligible whenever the
        portion of the Account which has not been paid within 90
        from the invoice date is in excess of 10.000% of the
        total amount outstanding on the Account.                                    

ERISA. The word "ERISA" means
the Employee Retirement Income Security Act of 1974, as amended.

Event of Default. The words "Event
of Default" mean and include without limitation any of the
Events of Default set forth below in the section titled
"EVENTS OF DEFAULT."

Expiration Date. The words
"Expiration Date" mean the date of termination of
Lender's commitment to lend under this Agreement.

Grantor. The word "Grantor"
means and includes without limitation each and all of the persons
or entities granting a Security Interest in any Collateral for
the indebtedness, including without limitation all Borrowers
granting such a Security Interest.

Guarantor. The word
"Guarantor" means and includes without limitation each
and all of the guarantors, sureties, and accommodation parties in
connection with any Indebtedness.

Indebtedness. The word
"Indebtedness" means and includes without limitation
all Loans, together with all other obligations, debts and
liabilities of Borrower to Lender, or any one or more of them, as
well as all claims by Lender against Borrower, or any one or more
of them; whether now or hereafter existing, voluntary or
involuntary, due or not due, absolute or contingent, liquidated
or unliquidated; whether Borrower may be liable individually or
jointly with others; whether Borrower may be obligated as a
guarantor, surety, or otherwise; whether recovery upon such
Indebtedness may be or hereafter may become barred by any statute
of limitations; and whether such Indebtedness may be or hereafter
may become otherwise unenforceable.

Lender. The word "Lender"
means Bank of Louisville, its successors and assigns.

Line of Credit. The words "Line of
Credit" mean the credit facility described in the Section
titled "LINE OF CREDIT" below.

Liquid Assets. The words "Liquid
Assets" mean Borrower's cash on hand plus Borrower's readily
marketable securities.

Loan. The word "Loan" or
"Loans" means and includes without limitation any and
all commercial loans and financial accommodations from Lender to
Borrower, whether now or hereafter existing, and however
evidenced, including without limitation those loans and financial
accommodations described herein or described on any exhibit or
schedule attached to this Agreement from time to time.

Note. The word "Note" means
and includes without limitation Borrower's promissory note or
notes, if any, evidencing Borrower's Loan obligations in favor of
Lender, as well as any substitute, replacement or refinancing
note or notes therefor.

Related Documents. The words
"Related Documents" mean and include without limitation
all promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, and all other instruments, agreements
and documents, whether now or hereafter existing, executed in
connection with the Indebtedness.

Security Agreement. The words
"Security Agreement" mean and include without
limitation any agreements, promises, covenants, arrangements,
understandings or other agreements, whether created by law,
contract, or otherwise, evidencing, governing, representing, or
creating a Security Interest.

Security Interest. The words
"Security Interest" mean and include without limitation
any type of collateral security, whether in the form of a lien,
charge, mortgage, deed of trust, assignment, pledge, chattel
mortgage, chattel trust, factor's lien, equipment trust,
conditional sale, trust receipt, lien or title retention
contract, lease or consignment intended as a security device, or
any other security or lien interest whatsoever, whether created
by law, contract, or otherwise.

SARA. The word "SARA" means
the Superfund Amendments and Reauthorization Act of 1986 as now
or hereafter amended.

Subordinated Debt. The words
"Subordinated Debt" mean indebtedness and liabilities
of Borrower which have been subordinated by written agreement to
indebtedness owed by Borrower to Lender in form and substance
acceptable to Lender.

Tangible Net Worth. The words
"Tangible Net Worth" mean Borrower's total assets
excluding all intangible assets (i.e., goodwill, trademarks,
patents, copyrights, organizational expenses, and similar
intangible items, but including leaseholds and leasehold
improvements) less total Debt.

Working Capital. The words "Working
Capital" mean Borrower's current assets, excluding prepaid
expenses, less Borrower's current liabilities.

LINE OF CREDIT. Lender agrees to make
Advances to Borrower from time to time from the date of this
Agreement to the Expiration Date, provided the aggregate amount
of such Advances outstanding at any time does not exceed the
Borrowing Base. Within the foregoing limits, Borrower may borrow,
partially or wholly prepay, and reborrow under this Agreement as
follows.

| | (a) | Lender shall
        have received evidence that this Agreement and all
        Related Documents have been duly authorized, executed,
        and delivered by Borrower to Lender.                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Lender shall
        have received such opinions of counsel, supplemental
        opinions, and documents as Lender may request.                                                                                                                                                                               
| | (c) | The security
        interests in the Collateral shall have been duly
        authorized, created, and perfected with first lien
        priority and shall be in full force and effect.                                                                                                                       
| | (d) | All
        guaranties required by Lender for the Line of Credit
        shall have been executed by each Guarantor, delivered to
        Lender, and be in full force and effect.                                                                                                                             
| | (e) | Lender, at
        its option and for its sole benefit, shall have conducted
        an audit of Borrower's Accounts, books, records, and
        operations, and Lender shall be satisfied as to their
        condition.                                                                                     
| | (f) | Borrower
        shall have paid to Lender all fees, costs, and expenses
        specified in this Agreement and the Related Documents as
        are then due and payable.                                                                                                                                    
| | (g) | There shall
        not exist at the time of any Advance a condition which
        would constitute an Event of Default under this
        Agreement, and Borrower shall have delivered to Lender
        the compliance certificate called for in the paragraph
        below titled "Compliance Certificate."

Mandatory
        Loan Repayments. If at any time the aggregate
        principal amount of the outstanding Advances shall exceed
        the applicable Borrowing Base, Borrower, immediately upon
        written or oral notice from Lender, shall pay to Lender
        an amount equal to the difference between the outstanding
        principal balance of the Advances and the Borrowing Base.
        On the Expiration Date, Borrower shall pay to Lender in
        full the aggregate unpaid principal amount of all
        Advances then outstanding and all accrued unpaid
        interest, together with all other applicable fees, costs
        and charges, if any, not yet paid.

Loan Account. Lender shall
        maintain on its books a record of account in which Lender
        shall make entries for each Advance and such other debits
        and credits as shall be appropriate in connection with
        the credit facility. Lender shall provide Borrower with
        periodic statements of Borrower's account, which
        statements shall be considered to be correct and
        conclusively binding on Borrower unless Borrower notifies
        Lender to the contrary within thirty (30) days after
        Borrower's receipt of any such statement which Borrower
        deems to be incorrect.

COLLATERAL. To secure payment of the
Line of Credit and performance of all other Loans, obligations
and duties owed by Borrower to Lender, Borrower (and others, if
required) shall grant to Lender Security Interests in such
property and assets as Lender may require (the
"Collateral"), including without limitation Borrower's
present and future Accounts and general intangibles. Lender's
Security Interests in the Collateral shall be continuing liens
and shall include the proceeds and products of the Collateral,
including without limitation the proceeds of any insurance. With
respect to the Collateral, Borrower agrees and represents and
warrants to Lender:

Collateral Records.
        Borrower does now, and at all times hereafter shall, keep
        correct and accurate records of the Collateral, all of
        which records shall be available to Lender or Lender's
        representative upon demand for inspection and copying at
        any reasonable time. With respect to the Accounts,
        Borrower agrees to keep and maintain such records as
        Lender may require, including without limitation
        information concerning Eligible Accounts and Account
        balances and agings.

Collateral Schedules.
        Concurrently with the execution and delivery of this
        Agreement, Borrower shall execute and deliver to Lender a
        schedule of Accounts and Eligible Accounts, in form and
        substance satisfactory to the Lender. Thereafter and at
        such frequency as Lender shall require, Borrower shall
        execute and deliver to Lender such supplemental schedules
        of Eligible Accounts and such other matters and
        information relating to Borrower's Accounts as Lender may
        request.

Representations and Warranties
        Concerning Accounts. With respect to the Accounts,
        Borrower represents and warrants to Lender: (a) Each
        Account represented by Borrower to be an Eligible Account
        for purposes of this Agreement conforms to the
        requirements of the definition of an Eligible Account;
        (b) All Account information listed on schedules delivered
        to Lender will be true and correct, subject to immaterial
        variance; and (c) Lender, its assigns, or agents shall
        have the right at any time and at Borrower's expense to
        inspect, examine, and audit Borrower's records and to
        confirm with Account Debtors the accuracy of such
        Accounts.

REPRESENTATIONS AND WARRANTIES. Borrower
represents and warrants to Lender, as of the date of this
Agreement, as of the date of each disbursement of Loan proceeds,
as of the date of any renewal, extension or modification of any
Loan, and at all times any Indebtedness exists:

Authorization. The execution, delivery,
        and performance of this Agreement and all Related
        Documents by Borrower, to the extent to be executed,
        delivered or performed by Borrower, have been duly
        authorized by all necessary action by Borrower; do not
        require the consent or approval of any other person,
        regulatory authority or governmental body; and do not
        conflict with, result in a violation of, or constitute a
        default under (a) any provision of its articles of
        incorporation or organization, or bylaws, or any
        agreement or other instrument binding upon Borrower or
        (b) any law, governmental regulation, court decree, or
        order applicable to Borrower.

Financial Information. Each
        financial statement of Borrower supplied to Lender truly
        and completely disclosed Borrower's financial condition
        as of the date of the statement, and there has been no
        material adverse change in Borrower's financial condition
        subsequent to the date of the most recent financial
        statement supplied to Lender. Borrower has no material
        contingent obligations except as disclosed in such
        financial statements.

Legal Effect. This Agreement
        constitutes, and any instrument or agreement required
        hereunder to be given by Borrower when delivered will
        constitute, legal, valid and binding obligations of
        Borrower enforceable against Borrower in accordance with
        their respective terms.

Properties. Except for Permitted
        Liens, Borrower owns and has good title to all of
        Borrower's properties free and clear of all Security
        Interests, and has not executed any security documents or
        financing statements relating to such properties. All of
        Borrower's properties are titled in Borrower's legal
        name, and Borrower has not used, or filed a financing
        statement under, any other name for at least the last
        five (5) years.

Hazardous Substances. The terms
        "hazardous waste," "hazardous
        substance," "disposal,"
        "release," and "threatened release,"
        as used in this Agreement, shall have the same meanings
        as set forth in the "CERCLA," "SARA,"
        the Hazardous Materials Transportation Act, 49 U.S.C.
        Section 1801, et seq., the Resource Conservation and
        Recovery Act, 42 U.S.C. Section 6901, et seq., or other
        applicable state or Federal laws, rules, or regulations
        adopted pursuant to any of the foregoing. Except as
        disclosed to and acknowledged by Lender in writing,
        Borrower represents and warrants that: (a) During the
        period of Borrower's ownership of the properties, there
        has been no use, generation, manufacture, storage,
        treatment, disposal, release or threatened release of any
        hazardous waste or substance by any person on, under,
        about or from any of the properties. (b) Borrower has no
        knowledge of, or reason to believe that there has been
        (i) any use, generation, manufacture, storage, treatment,
        disposal, release, or threatened release of any hazardous
        waste or substance on, under, about or from the
        properties by any prior owners or occupants of any of the
        properties, or (ii) any actual or threatened litigation
        or claims of any kind by any person relating to such
        matters. (c) Neither Borrower nor any tenant, contractor,
        agent or other authorized user of any of the properties
        shall use, generate, manufacture, store, treat, dispose
        of, or release any hazardous waste or substance on,
        under, about or from any of the .properties; and any such
        activity shall be conducted in compliance with all
        applicable federal, state, and local laws, regulations,
        and ordinances, including without limitation those laws,
        regulations and ordinances described above. Borrower
        authorizes Lender and its agents to enter upon the
        properties to make such inspections and tests as Lender
        may deem appropriate to determine compliance of the
        properties with this section of the Agreement. Any
        inspections or tests made by Lender shall be at
        Borrower's expense and for Lender's purposes only and
        shall not be construed to create any responsibility or
        liability on the part of Lender to Borrower or to any
        other person. The representations and warranties
        contained herein are based on Borrower's due diligence in
        investigating the properties for hazardous waste and
        hazardous substances. Borrower hereby (a) releases and
        waives any future claims against Lender for indemnity or
        contribution in the event Borrower becomes liable for
        cleanup or other costs under any such laws, and (b)
        agrees to indemnify and hold harmless Lender against any
        and all claims, losses, liabilities, damages, penalties,
        and expenses which Lender may directly or indirectly
        sustain or suffer resulting from a breach of this section
        of the Agreement or as a consequence of any use,
        generation, manufacture, storage, disposal, release or
        threatened release of a hazardous waste or substance on
        the properties. The provisions of this section of the
        Agreement, including the obligation to indemnify, shall
        survive the payment of the Indebtedness and the
        termination or expiration of this Agreement and shall not
        be affected by Lenders acquisition of any interest in any
        of the properties, whether by foreclosure or otherwise.

Litigation and Claims. No
        litigation, claim, investigation, administrative
        proceeding or similar action (including those for unpaid
        taxes) against Borrower is pending or threatened, and no
        other event has occurred which may materially adversely
        affect Borrower's financial condition or properties,
        other than litigation, claims, or other events, if any,
        that have been disclosed to and acknowledged by Lender in
        writing.

Taxes. To the best of Borrower's
        knowledge, all tax returns and reports of Borrower that
        are or were required to be filed, have been filed, and
        all taxes, assessments and other governmental charges
        have been paid in full, except those presently being or
        to be contested by Borrower in good faith in the ordinary
        course of business and for which adequate reserves have
        been provided.

Lien Priority. Unless otherwise
        previously disclosed to Lender in writing, Borrower has
        not entered into or granted any Security Agreements, or
        permitted the filing or attachment of any Security
        Interests on or affecting any of the Collateral directly
        or indirectly securing repayment of Borrower's Loan and
        Note, that would be prior or that may in any way be
        superior to Lender's Security Interests and rights in and
        to such Collateral.

Binding Effect. This Agreement,
        the Note, all Security Agreements directly or indirectly
        securing repayment of Borrower's Loan and Note and all of
        the Related Documents are binding upon Borrower as well
        as upon Borrower's successors, representatives and
        assigns, and are legally enforceable in accordance with
        their respective terms.

Commercial Purposes. Borrower
        intends to use the Loan proceeds solely for business or
        commercial related purposes.

Employee Benefit Plans. Each
        employee benefit plan as to which Borrower may have any
        liability complies in all material respects with all
        applicable requirements of law and regulations, and (i)
        no Reportable Event nor Prohibited Transaction (as
        defined in ERISA) has occurred with respect to any such
        plan, (ii) Borrower has not withdrawn from any such plan
        or initiated steps to do so, (iii) no steps have been
        taken to terminate any such plan, and (iv) there are no
        unfunded liabilities other than those previously
        disclosed to Lender in writing.

Location of Borrower's Offices and
        Records. Borrower's place of business, or Borrower's
        chief executive office, if Borrower has more than one
        place of business, is located at 7100 Grade Lane,
        Louisville, KY 40232. Unless Borrower has designated
        otherwise in writing this location is also the office or
        offices where Borrower keeps its records concerning the
        Collateral.

Year 2000. Borrower warrants and
        represents that all software utilized in the conduct of
        Borrower's business will have appropriate capabilities
        and compatiblity for operation to handle calendar dates
        falling on or after January 1, 2000, and all information
        pertaining to such calendar dates, in the same manner and
        with the same functionality as the software does
        respecting calendar dates falling on or before December
        31, 1999. Further, Borrower warrants and represents that
        the data-related user interface functions, data-fields,
        and data-related program instructions and functions of
        the software include the indication of the century.

Information. All information
        heretofore or contemporaneously herewith furnished by
        Borrower to Lender for the purposes of or in connection
        with this Agreement or any transaction contemplated
        hereby is, and all information hereafter furnished by or
        on behalf of Borrower to Lender will be, true and
        accurate in every material respect on the date as of
        which such information is dated or certified; and none of
        such information is or will be incomplete by omitting to
        state any material fact necessary to make such
        information not misleading.

Survival of Representations and
        Warranties. Borrower understands and agrees that
        Lender, without independent investigation, is relying
        upon the above representations and warranties in
        extending Loan Advances to Borrower. Borrower further
        agrees that the foregoing representations and warranties
        shall be continuing in nature and shall remain in full
        force and effect until such time as Borrower's
        Indebtedness shall be paid in full, or until this
        Agreement shall be terminated in the manner provided
        above, whichever is the last to occur.

AFFIRMATIVE COVENANTS. Borrower
covenants and agrees with Lender that, while this Agreement is in
effect, Borrower will:

Financial
        Records. Maintain its books and records in accordance
        with generally accepted accounting principles, applied on
        a consistent basis, and permit Lender to examine and
        audit Borrower's books and records at all reasonable
        times.

Additional Information. Furnish
        such additional information and statements, lists of
        assets and liabilities, agings of receivables and
        payables, inventory schedules, budgets, forecasts, tax
        returns, and other reports with respect to Borrower's
        financial condition and business operations as Lender may
        request from time to time.

Financial Covenants and Ratios.
        Comply with the following covenants and ratios:

Net
                Worth Ratio. Maintain a Tangible Net Worth in
                excess of 80.000% of Total Assets.

Other Ratio. Maintain a
                ratio of Maximum Leverage of 5.00 to 1.00. Except
                as provided above, all computations made to
                determine compliance with the requirements
                contained in this paragraph shall be made in
                accordance with generally accepted accounting
                principles, applied on a consistent basis, and
                certified by Borrower as being true and correct.

Insurance. Maintain fire
                and other risk insurance, public liability
                insurance, and such other insurance as Lender may
                require with respect to Borrower's properties and
                operations, in form, amounts, coverages and with
                insurance companies reasonably acceptable to
                Lender. Borrower, upon request of Lender, will
                deliver to Lender from time to time the policies
                or certificates of insurance in form satisfactory
                to Lender, including stipulations that coverages
                will not be cancelled or diminished without at
                least thirty (30) days' prior written notice to
                Lender. Each insurance policy also shall include
                an endorsement providing that coverage in favor
                of Lender will not be impaired in any way by any
                act, omission or default of Borrower or any other
                person. In connection with all policies covering
                assets in which Lender holds or is offered a
                security interest for the Loans, Borrower will
                provide Lender with such loss payable or other
                endorsements as Lender may require.

Insurance Reports. Furnish to
        Lender, upon request of Lender, reports on each existing
        insurance policy showing such information as Lender may
        reasonably request, including without limitation the
        following: (a) the name of the insurer; (b) the risks
        insured; (c) the amount of the policy; (d) the properties
        insured; (e) the then current property values on the
        basis of which insurance has been obtained, and the
        manner of determining those values; and (f) the
        expiration date of the policy. In addition, upon request
        of Lender (however not more often than annually),
        Borrower will have an independent appraiser satisfactory
        to Lender determine, as applicable, the actual cash value
        or replacement cost of any Collateral. The cost of such
        appraisal shall be paid by Borrower.

Other Agreements. Comply with
        all terms and conditions of all other agreements, whether
        now or hereafter existing, between Borrower and any other
        party and notify Lender immediately in writing of any
        default in connection with any other such agreements.

Loan Proceeds. Use all Loan
        proceeds solely for Borrower's business operations,
        unless specifically consented to the contrary by Lender
        in writing.

Taxes, Charges and Liens. Pay
        and discharge when due all of its indebtedness and
        obligations, including without limitation all
        assessments, taxes, governmental charges, levies and
        liens, of every kind and nature, imposed upon Borrower or
        its properties, income, or profits, prior to the date on
        which penalties would attach, and all lawful claims that,
        if unpaid, might become a lien or charge upon any of
        Borrower's properties, income, or profits. Provided
        however, Borrower will not be required to pay and
        discharge any such assessment, tax, charge, levy, lien or
        claim so long as (a) the legality of the same shall be
        contested in good faith by appropriate proceedings, and
        (b) Borrower shall have established on its books adequate
        reserves with respect to such contested assessment, tax,
        charge, levy, lien, or claim in accordance with generally
        accepted accounting practices. Borrower, upon demand of
        Lender, will furnish to Lender evidence of payment of the
        assessments, taxes, charges, levies, liens and claims and
        will authorize the appropriate governmental official to
        deliver to Lender at any time a written statement of any
        assessments, taxes, charges, levies, liens and claims
        against Borrower's properties, income, or profits.

Performance. Perform and comply
        with all terms, conditions, and provisions set forth in
        this Agreement and in the Related Documents in a timely
        manner, and promptly notify Lender if Borrower learns of
        the occurrence of any event which constitutes an Event of
        Default under this Agreement or under any of the Related
        Documents.

Operations. Maintain executive
        and management personnel with substantially the same
        qualifications and experience as the present executive
        and management personnel; provide written notice to
        Lender of any change in executive and management
        personnel; conduct its business affairs in a reasonable
        and prudent manner and in compliance with all applicable
        federal, state and municipal laws, ordinances, rules and
        regulations respecting its properties, charters,
        businesses and operations, including without limitation,
        compliance with the Americans With Disabilities Act and
        with all minimum funding standards and other requirements
        of ERISA and other laws applicable to Borrower's employee
        benefit plans.

Inspection. Permit employees or
        agents of Lender at any reasonable time to inspect any
        and all Collateral for the Loan or Loans and Borrower's
        other properties and to examine or audit Borrower's
        books, accounts, and records and to make copies and
        memoranda of Borrower's books, accounts, and records. If
        Borrower now or at any time hereafter maintains any
        records (including without limitation computer generated
        records and computer software programs for the generation
        of such records) in the possession of a third party,
        Borrower, upon request of Lender, shall notify such party
        to permit Lender free access to such records at all
        reasonable times and to provide Lender with copies of any
        records it may request, all at Borrower's expense.

Compliance Certificate. Unless
        waived in writing by Lender, provide Lender at least
        annually and at the time of each disbursement of Loan
        proceeds with a certificate executed by Borrower's chief
        financial officer, or other officer or person acceptable
        to Lender, certifying that the representations and
        warranties set forth in this Agreement are true and
        correct as of the date of the certificate and further
        certifying that, as of the date of the certificate, no
        Event of Default exists under this Agreement.

Environmental Compliance and
        Reports. Borrower shall comply in all respects with
        all environmental protection federal, state and local
        laws, statutes, regulations and ordinances; not cause or
        permit to exist, as a result of an intentional or
        unintentional action or omission on its part or on the
        part of any third party, on property owned and/or
        occupied by Borrower, any environmental activity where
        damage may result to the environment, unless such
        environmental activity is pursuant to and in compliance
        with the conditions of a permit issued by the appropriate
        federal, state or local governmental authorities; shall
        furnish to Lender promptly and in any event within thirty
        (30) days after receipt thereof a copy of any notice,
        summons, lien, citation, directive, letter or other
        communication from any governmental agency or
        instrumentality concerning any intentional or
        unintentional action or omission on Borrower's part in
        connection with any environmental activity whether or not
        there is damage to the environment and/or other natural
        resources.

Additional Assurances. Make,
        execute and deliver to Lender such promissory notes,
        mortgages, deeds of trust, security agreements, financing
        statements, instruments, documents and other agreements
        as Lender or its attorneys may reasonably request to
        evidence and secure the Loans and to perfect all Security
        Interests.

NEGATIVE COVENANTS. Borrower covenants
and agrees with Lender that while this Agreement is in effect,
Borrower shall not, without the prior written consent of Lender:

Continuity
        of Operations. (a) Engage in any business activities
        substantially different than those in which Borrower is
        presently engaged, (b) cease operations, liquidate,
        merge, transfer, acquire or consolidate with any other
        entity, change ownership, change its name, dissolve or
        transfer or sell Collateral out of the ordinary course of
        business, (c) pay any dividends on Borrower's stock
        (other than dividends payable in its stock), provided,
        however that notwithstanding the foregoing, but only so
        long as no Event of Default has occurred and is
        continuing or would result from the payment of dividends,
        if Borrower is a "Subchapter S Corporation" (as
        defined in the Internal Revenue Code of 1986, as
        amended), Borrower may pay cash dividends on its stock to
        its shareholders from time to time in amounts necessary
        to enable the shareholders to pay income taxes and make
        estimated income tax payments to satisfy their
        liabilities under federal and state law which arise
        solely from their status as Shareholders of a Subchapter
        S Corporation because of their ownership of shares of
        stock of Borrower, or (d) purchase or retire any of
        Borrower's outstanding shares or alter or amend
        Borrower's capital structure.

Loans, Acquisitions and Guaranties.
        (a) Loan, invest in or advance money or assets, (b)
        purchase, create or acquire any interest in any other
        enterprise or entity, or (c) incur any obligation as
        surety or guarantor other than in the ordinary course of
        business.

CESSATION OF ADVANCES. If Lender has
made any commitment to make any Loan to Borrower, whether under
this Agreement or under any other agreement, Lender shall have no
obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of
this Agreement or any of the Related Documents or any other
agreement that Borrower or any Guarantor has with Lender; (b)
Borrower or any Guarantor becomes insolvent, files a petition in
bankruptcy or similar proceedings, or is adjudged a bankrupt; (c)
there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the
value of any Collateral securing any Loan; (d) any Guarantor
seeks, claims or otherwise attempts to limit, modify or revoke
such Guarantor's guaranty of the Loan or any other loan with
Lender; or (e) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred.

NET WORTH COVENANT. Borrower will
maintain a maximum debt-to-tangible net worth ratio or 6.75:1 at
December 31, 2000 and 5.0:1 at December 31, 2001.

USE OF LOAN PROCEEDS. Borrower agrees
that proceeds of the line of credit evidenced by the Note will
not be used for fixed asset purchases or acquisitions with the
consent of Lender.

ADDITIONAL COVENANT. Borrower will not
increase payments to K & R Corporation for rent and/or
management fees without the consent of Lender.

"30 DAY CLEAN-UP PROVISION".
Borrower agrees that for 30 (thirty) consecutive days during the
term of the line of credit outlined (the "Line"), the
principal amount of the line will be reduced to $0.00.

RIGHT OF SETOFF. Borrower grants to
Lender a contractual security interest in, and hereby assigns,
conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's
accounts with Lender (whether checking, savings, or some other
account), including without limitation all accounts held jointly
with someone else and all accounts Borrower may open in the
future, excluding however all IRA and Keogh accounts, and all
trust accounts for which the grant of a security interest would
be prohibited by law. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing
on the Indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following
shall constitute an Event of Default under this Agreement:

Other Defaults. Failure of Borrower or
        any Grantor to comply with or to perform when due any
        other term, obligation, covenant or condition contained
        in this Agreement or in any of the Related Documents, or
        failure of Borrower to comply with or to perform any
        other term, obligation, covenant or condition contained
        in any other agreement between Lender and Borrower.

Default in Favor of Third Parties.
        Should Borrower or any Grantor default under any loan,
        extension of credit, security agreement, purchase or
        sales agreement, or any other agreement, in favor of any
        other creditor or person that may materially affect any
        of Borrower's property or Borrower's or any Grantor's
        ability to repay the Loans or perform their respective
        obligations under this Agreement or any of the Related
        Documents.

False Statements. Any warranty,
        representation or statement made or furnished to Lender
        by or on behalf of Borrower or any Grantor under this
        Agreement or the Related Documents is false or misleading
        in any material respect at the time made or furnished, or
        becomes false or misleading at any time thereafter.

Defective Collateralization.
        This Agreement or any of the Related Documents ceases to
        be in full force and effect (including failure of any
        Security Agreement to create a valid and perfected
        Security Interest) at any time and for any reason.

Insolvency. The dissolution or
        termination of Borrower's existence as a going business,
        the insolvency of Borrower, the appointment of a receiver
        for any part of Borrower's property, any assignment for
        the benefit of creditors, any type of creditor workout,
        or the commencement of any proceeding under any
        bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings.
        Commencement of foreclosure or forfeiture proceedings,
        whether by judicial proceeding, self-help, repossession
        or any other method, by any creditor of Borrower, any
        creditor of any Grantor against any collateral securing
        the Indebtedness, or by any governmental agency. This
        includes a garnishment, attachment, or levy on or of any
        of Borrower's deposit accounts with Lender.

Events Affecting Guarantor. Any
        of the preceding events occurs with respect to any
        Guarantor of any of the Indebtedness or any Guarantor
        dies or becomes incompetent, or revokes or disputes the
        validity of, or liability under, any Guaranty of the
        Indebtedness.

Change In Ownership. Any change
        in ownership of twenty-five percent (25%) or more of the
        common stock of Borrower.

Adverse Change. A material
        adverse change occurs in Borrower's financial condition,
        or Lender believes the prospect of payment or performance
        of the Indebtedness is impaired.

Insecurity. Lender, in good
        faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any
Event of Default shall occur, except where otherwise provided in
this Agreement or the Related Documents, all commitments and
obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate
(including any obligation to make Loan Advances or
disbursements), and, at Lender's option, all Indebtedness
immediately will become due and payable, all without notice of
any kind to Borrower, except that in the case of an Event of
Default of the type described in the "Insolvency"
subsection above, such acceleration shall be automatic and not
optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law,
in equity, or otherwise. Except as may be prohibited by
applicable law, all of Lender's rights and remedies shall be
cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Borrower or of any
Grantor shall not affect Lender's right to declare a default and
to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following
miscellaneous provisions are a part of this Agreement:

Applicable Law.
        This Agreement has been delivered to Lender and accepted
        by Lender in the Commonwealth of Kentucky. If there is a
        lawsuit, Borrower agrees upon Lender's request to submit
        to the jurisdiction of the courts of Jefferson County,
        the Commonwealth of Kentucky. Lender and Borrower hereby
        waive the right to any jury trial in any action,
        proceeding, or counterclaim brought by either Lender or
        Borrower against the other. This Agreement shall be
        governed by and construed in accordance with the laws of
        the Commonwealth of Kentucky.

Caption Headings. Caption
        headings in this Agreement are for convenience purposes
        only and are not to be used to interpret or define the
        provisions of this Agreement.

Consent to Loan Participation.
        Borrower agrees and consents to Lender's sale or
        transfer, whether now or later, of one or more
        participation interests in the Loans to one or more
        purchasers, whether related or unrelated to Lender.
        Lender may provide, without any limitation whatsoever, to
        any one or more purchasers, or potential purchasers, any
        information or knowledge Lender may have about Borrower
        or about any other matter relating to the Loan, and
        Borrower hereby waives any rights to privacy it may have
        with respect to such matters. Borrower additionally
        waives any and all notices of sale of participation
        interests, as well as all notices of any repurchase of
        such participation interests. Borrower also agrees that
        the purchasers of any such participation interests will
        be considered as the absolute owners of such interests in
        the Loans and will have all the rights granted under the
        participation agreement or agreements governing the sale
        of such participation interests. Borrower further waives
        all rights of offset or counterclaim that it may have now
        or later against Lender or against any purchaser of such
        a participation interest and unconditionally agrees that
        either Lender or such purchaser may enforce Borrower's
        obligation under the Loans irrespective of the failure or
        insolvency of any holder of any interest in the Loans.
        Borrower further agrees that the purchaser of any such
        participation interests may enforce its interests
        irrespective of any personal claims or defenses that
        Borrower may have against Lender.

Costs and Expenses. Borrower
        agrees to pay upon demand all of Lender's expenses,
        including without limitation reasonable attorneys' fees,
        incurred in connection with the preparation, execution,
        enforcement, modification and collection of this
        Agreement or in connection with the Loans made pursuant
        to this Agreement. Lender may pay someone else to help
        collect the Loans and to enforce this Agreement, and
        Borrower will pay that amount. This includes, subject to
        any limits under applicable law, Lender's reasonable
        attorneys' fees and Lender's legal expenses, whether or
        not there is a lawsuit, including reasonable attorneys'
        fees for bankruptcy proceedings (including efforts to
        modify or vacate any automatic stay or injunction),
        appeals, and any anticipated post-judgment collection
        services. Borrower also will pay any court costs, in
        addition to all other sums provided by law.

Notices. All notices required to
        be given under this Agreement shall be given in writing,
        may be sent by telefacsimile (unless otherwise required
        by law), and shall be effective when actually delivered
        or when deposited with a nationally recognized overnight
        courier or deposited in the United States mail, first
        class, postage prepaid, addressed to the party to whom
        the notice is to be given at the address shown above. Any
        party may change its address for notices under this
        Agreement by giving format written notice to the other
        parties, specifying that the purpose of the notice is to
        change the party's address. To the extent permitted by
        applicable law, if there is more than one Borrower,
        notice to any Borrower will constitute notice to all
        Borrowers. For notice purposes, Borrower will keep Lender
        informed at all times of Borrower's current address(es).

Severability. If a court of
        competent jurisdiction finds any provision of this
        Agreement to be invalid or unenforceable as to any person
        or circumstance, such finding shall not render that
        provision invalid or unenforceable as to any other
        persons or circumstances. If feasible, any such offending
        provision shall be deemed to be modified to be within the
        limits of enforceability or validity; however, if the
        offending provision cannot be so modified, it shall be
        stricken and all other provisions of this Agreement in
        all other respects shall remain valid and enforceable.

Subsidiaries and Affiliates of
        Borrower. To the extent the context of any provisions
        of this Agreement makes it appropriate, including without
        limitation any representation, warranty or covenant, the
        word "Borrower" as used herein shall include
        all subsidiaries and affiliates of Borrower.
        Notwithstanding the foregoing however, under no
        circumstances shall this Agreement be construed to
        require Lender to make any Loan or other financial
        accommodation to any subsidiary or affiliate of Borrower.

Successors and Assigns. All
        covenants and agreements contained by or on behalf of
        Borrower shall bind its successors and assigns and shall
        inure to the benefit of Lender, its successors and
        assigns. Borrower shall not, however, have the right to
        assign its rights under this Agreement or any interest
        therein, without the prior written consent of Lender.

Survival. All warranties,
        representations, and covenants made by Borrower in this
        Agreement or in any certificate or other instrument
        delivered by Borrower to Lender under this Agreement
        shall be considered to have been relied upon by Lender
        and will survive the making of the Loan and delivery to
        Lender of the Related Documents, regardless of any
        investigation made by Lender or on Lender's behalf.

Time is of the Essence. Time is
        of the essence in the performance of this Agreement.

Waiver. Lender shall not be
        deemed to have waived any rights under this Agreement
        unless such waiver is given in writing and signed by
        Lender. No delay or omission on the part of Lender in
        exercising any right shall operate as a waiver of such
        right or any other right. A waiver by Lender of a
        provision of this Agreement shall not prejudice or
        constitute a waiver of Lender's right otherwise to demand
        strict compliance with that provision or any other
        provision of this Agreement. No prior waiver by Lender,
        nor any course of dealing between Lender and Borrower, or
        between Lender and any Grantor, shall constitute a waiver
        of any of Lender's rights or of any obligations of
        Borrower or of any Grantor as to any future transactions.
        Whenever the consent of Lender is required under this
        Agreement, the granting of such consent by Lender in any
        instance shall not constitute, continuing consent in
        subsequent instances where such consent is required, and
        in all cases such consent may be granted or withheld in
        the sole discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS LOAN AGREEMENT, AND BORROWER AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED AS OF NOVEMBER 30, 2000.

BORROWER:

Industrial Services of America Inc.



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



LENDER:

Bank of Louisville



By:/s/ Debbie P.
Pruitt       Authorized Officer