Exhibit 10.53


SECOND AMENDMENT TO CONSULTING AGREEMENT


THIS SECOND AMENDMENT TO CONSULTING AGREEMENT (this
“Amendment”) is made and entered as of the 23rd day of February, 2012 by
and between K&R, LLC, a Kentucky limited liability company and successor in interest
to K&R Corporation, a Kentucky corporation (“K&R”), and INDUSTRIAL SERVICES OF AMERICA,
INC., a Florida corporation (“ISA”).


— RECITALS —


          ISA
operates that certain scrap metal and paper recycling business located at 7100
Grade Lane,
Louisville, Kentucky 40213, which includes the equipment necessary for the
recovery of scrap metal and
paper waste and the computer systems and office equipment necessary to operate the businesses.


          K&R
employs management personnel experienced in the scrap metal and paper recycling
industries and the waste
disposal industry, and is engaged in the business of planning and consulting with the owners and operators of such
businesses.


          ISA
and K&R entered into a Consulting Agreement dated as of January 2, 1998, as
amended on March 26, 2010 (the “Prior Agreement”), whereby ISA engaged K&R
as a consultant and retained the services of K&R management personnel to plan and
consult regarding ISA’s businesses. The parties now desire to amend the Prior
Agreement in certain respects to reflect the decreased value of the consulting services that K&R is providing to
ISA.


— AGREEMENT —


          In
consideration of the preliminary statements and mutual promises and agreements
hereinafter set forth, and intending to be legally bound, the parties hereto
agree as follows:


Definition
of Terms. Terms used
herein with their initial letters capitalized and not otherwise defined herein
shall have the meaning given to such terms in the Prior Agreement.


Amendments
to the Prior Agreement.
Section 9 of the Prior Agreement is hereby amended so that as amended such
section shall read in its entirety as follows:


	
  

 	
  

 	
  

 
	
  

 	
 “9.
 K&R’s Compensation — Consultant Fee. ISA shall pay to K&R in cash a
 consultant fee for its performance of the Consulting Activities in the sum of
 Two Hundred Forty Thousand Dollars ($240,000) per year, payable in equal
 monthly installments of Twenty Thousand Dollars ($20,000) in advance, on or
 before the 1st day of each consecutive calendar month beginning January 1,
 2012.”

 	
  

 



Ratification. The Prior Agreement
is hereby ratified, confirmed and reaffirmed in its entirety in all other respects.


Miscellaneous.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Binding Effect. This
 Amendment shall inure to the benefit of and shall be binding upon K&R and
 its successors and assigns, and ISA and its successors and assigns; provided, however, that K&R shall not be
 entitled to assign or delegate any rights or obligations hereunder without the prior written consent of ISA.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Governing Law. This Amendment shall
 be deemed to be made in, and in all
 respects shall be interpreted, construed and governed by and in accordance
 with, the laws of the Commonwealth of 

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Kentucky.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Counterparts. This Amendment may be signed by each party hereto upon
 a separate copy, in which event all of said copies shall constitute a single
 counterpart to this Amendment. This Amendment may be executed in any number
 of counterparts, each of which shall be deemed to be an original but all of
 which together shall constitute one and the same instrument, and it shall not
 be necessary, in making proof of this Amendment, to produce or account for
 more than one such counterpart.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Entire Agreement. No additional or further amendment, change, modification or waiver
 shall be enforceable unless in writing and signed by the parties hereto.

 



The parties hereto have executed this Amendment as of the
date first above written.


K&R, LLC, a Kentucky limited liability


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Harry
 Kletter 

 	
  

 
	
  

 	

 


 	
  

 
	
 Title:

 	
 Chief
 Executive Officer

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
 INDUSTRIAL
 SERVICES OF AMERICA, INC., a Florida corporation

 
	
  

 	
  

 
	
 By:

 	
 /s/ Harry
 Kletter 

 	
  

 
	
  

 	

 


 	
  

 
	
 Title:

 	
 Chief
 Executive Officer