Exhibit 10.6


ASSET PURCHASE AGREEMENT


          This
ASSET PURCHASE AGREEMENT (this “Agreement) is entered into this 1st
day of July, 2010, by and between INDUSTRIAL SERVICES OF AMERICA, INC., a
Florida corporation (the “Buyer”) and VENTURE METALS, LLC, a Florida limited
liability company (the “Seller”).


PRELIMINARY
STATEMENTS


          The
Seller desires to sell or otherwise transfer certain of its assets and enter
into a related Non-Compete Agreement (as hereafter defined); and


          The
Buyer desires to purchase such assets.


          In
consideration of these preliminary statements and the mutual covenants,
representations, warranties and agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


ARTICLE I  PURCHASE AND
SALE OF ASSETS


          SECTION
1.1 Transfer of Assets.


                                        (i)
Upon the terms and subject to the conditions set forth in this Agreement, at
the Effective Time (as hereinafter defined) the Seller shall transfer to the
Buyer, free and clear of all claims, charges, liens, contracts, rights,
options, security interests, mortgages, encumbrances and restrictions
whatsoever (collectively, “Claims”), the assets listed on Schedule 1.1(a)(i)
(“Transferred Assets”) in addition to executing a Non-Compete Agreement in the
form of Exhibit A, attached hereto and incorporated herein by reference
(the “Non-Compete Agreement”).


                    (b)
The Seller shall transfer the Transferred Assets to the Buyer pursuant to one
or more Bills of Sale, including an amendment to the articles of organization
reflecting the change in name, if any, (the “Bill of Sale”) in a form
reasonably acceptable to Buyer, and such other documents and instruments as the
Buyer or its counsel may reasonably request.


                    (c)
At any time and from time to time after the Closing Date, as defined below, at
the request of the Buyer and at Buyer’s sole cost and expense, the Seller shall
execute and deliver such other instruments of sale, transfer, conveyance,
assignment and confirmation as may be reasonably requested in order to more
effectively transfer, convey and assign to the Buyer and to confirm the Buyer’s
title to the Transferred Assets and to assure satisfaction of the purposes for
which Seller and Buyer are entering into the Non-Compete Agreement.





          SECTION
1.2 Consideration for the Transferred Assets. 


                    (a)
In consideration for the transfer of the Transferred Assets and entry into the
Non-Compete Agreement, upon the terms and subject to the conditions set forth
in this Agreement, the Buyer shall deliver to Seller for the Transferred Assets
and the Non-Compete Agreement 200,000 shares of Buyer Common Stock based on a
price of $11.30 per share (the “Purchase Price”) based on the stock price March
5, 2010 (see attached for pricing). The buyer will pay $1,348,942.41 cash to
Venture Metals as additional consideration for the asset transfer and
non-compete agreement.


          SECTION
1.3 Exchange. Subject to the terms and conditions of this Agreement, at
the Closing, Buyer shall direct its transfer agent, Registrar & Transfer
Company, to issue a certificate of Buyer Common Stock to be issued to satisfy
Section 1.2. A certificate of Buyer Common Stock shall be issued and registered
to Seller, and shall thereafter be transferable in the same manner as otherwise
provided for Buyer Common Stock, subject to applicable federal and state
securities laws. Buyer will not be paid dividend payments, if any, paid by
Buyer until such time as it receives the Transferred Assets and Re Non-Compete
Agreement.


ARTICLE II  REPRESENTATIONS AND WARRANTIES OF THE SELLER


          As
an inducement to the Buyer to enter into this Agreement and to consummate the
transactions contemplated hereby, the Seller represents and warrants to the
Buyer as follows:


          SECTION
2.1 Organization and Qualification. The Seller is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Florida and duly qualified to do business as a foreign
limited liability company in the Commonwealth of Kentucky.


          SECTION
2.2 Power and Authority. Seller (a) has the power
and authority to execute, deliver and perform this Agreement and the other
agreements, schedules, documents and instruments contemplated hereby to be
executed and delivered by it including the Non-Compete Agreement (collectively,
the agreements, schedules, documents and instruments contemplated by this
Agreement shall constitute the “Documents”) and to consummate the transactions
contemplated hereby and thereby, and (b) has taken all necessary company action
to authorize and approve the execution, delivery and performance of this
Agreement and the Documents to be executed and delivered by it and the
consummation of the transactions contemplated hereby and thereby. This
Agreement has been duly and validly executed and delivered by Seller, and the
Documents to be executed and delivered by it, when executed, will be duly and
validly executed and delivered by Seller and, subject to due execution and
delivery by Buyer, do and will and constitute valid and binding obligations of
Seller, enforceable against Seller in accordance with their terms.


          SECTION
2.3 Validity, Etc. Neither the execution and delivery of this Agreement or the
Documents, the consummation of the transactions contemplated hereby or thereby,
nor the performance of this Agreement or the other Documents and such other
agreements in compliance with the terms and conditions hereof and thereof by
the Seller will (i) violate, conflict with or result in any breach of any trust
agreement, articles of organization, operating agreement, judgment, decree,
order, statute or regulation applicable to the Seller, or (ii) result in the
creation of any Claim upon the Transferred Assets. No registration or filing
with, or consent or approval of or other action by any federal, state or other
governmental agency or instrumentality is or will be necessary for the valid
execution, delivery and performance by Seller of this Agreement.


          SECTION
2.4 Compliance with Law; Licenses and Permits. Seller is in full
compliance with all laws, ordinances, legal requirements, rules, regulations
and orders (collectively, “Legal 





Requirements”)
applicable to it, its operations, properties, assets, products and services.
Seller has not received any notice or other communication (whether oral or
written) from any governmental body or any other Person regarding (i) any
actual, alleged, possible or potential violation of, or failure to comply with
any Legal Requirement, or (ii) any actual, alleged, possible or potential
obligation on the part of Seller to undertake, or to bear all or any portion of
the cost of, any remedial action of any nature. Seller possesses all
franchises, permits, licenses, certificates and consents required from any
governmental or regulatory authority in order for Seller to carry on its
business as currently conducted and to own and operate its properties and
assets as now owned and operated.


          SECTION
2.5 Absence of Undisclosed Liabilities. 


          Seller
has no liabilities or obligations of any nature whether absolute, accrued,
contingent or otherwise in relation to the Transferred Assets or the
Non-Compete Agreement and there is no basis for the assertion against Buyer of
any liability or obligation of Seller.


          SECTION
2.6 Assets. Seller has good and
marketable title to all of the Transferred Assets, free and clear of all
Claims. All Transferred Assets are adequate and usable for the purposes for
which they are currently used, are in good operating condition and repair and
have been properly maintained. 


          SECTION
2.7 Intentionally Omitted. 


          SECTION
2.8 Taxes. All state and local
property tax returns and tax reports required to be filed by the Seller on or
before the Closing have been or will be timely filed with the appropriate
governmental agencies in all jurisdictions in which such returns and reports
are required to be filed and all amounts shown as owing thereon have been paid.
There are no Claims on any of the Transferred Assets that arose in connection
with any failure (or alleged failure) to pay any tax, and there is no basis for
assertion of any claims attributable to taxes, which, if adversely determined,
would result in any such Claim.


          SECTION
2.9 Litigation. There is no (i) action,
suit, claim, proceeding or investigation pending or threatened against or
affecting the Seller (whether or not such Seller is a party or prospective
party thereto), at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, (ii) arbitration proceeding pending
relating to the Seller or (iii) governmental inquiry pending or threatened
against or involving Seller’s business.


          SECTION
2.10 Broker’s or Finder’s Fee. No agent, broker, person
or firm acting on behalf of Seller is, or will be, entitled to any commission
or broker’s or finder’s fees from Seller, or from any person controlling,
controlled by or under common control with Seller, in connection with any of
the transactions contemplated herein.


          SECTION
2.11 Disclosure. No representation or
warranty or other statement made by Seller in this Agreement (including the
schedules hereto) contains any untrue statement of material fact or omits to
state a material fact required to be stated herein or therein or necessary to
make the statements contained herein or therein not misleading. No notice given
by Seller in this Agreement (including the schedules hereto) will contain any
untrue statement or omit to state a material fact necessary to make the
statements in such notice not misleading.


          SECTION
2.12 Seller Not Acting as Underwriter. Seller is acquiring the shares of
Buyer Common Stock for its own account, not as nominee or agent, with the
present intention of holding such 





securities for
purposes of investment and has no intention of selling such securities in a
public distribution in violation of the federal securities laws or any
applicable state securities laws.


          SECTION
2.13 Unregistered Shares of Buyer Common Stock. Seller understands that
the shares of Buyer Common Stock being issued pursuant to this Agreement will
not be registered under the federal securities laws and will be “restricted
securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


ARTICLE
III  REPRESENTATIONS AND WARRANTIES OF THE BUYER


          As
an inducement to the Seller to enter into this Agreement and to consummate the
transactions contemplated hereby, the Buyer represents and warrants to the
Seller as follows:


          SECTION
3.1 Organization. The Buyer is a
corporation duly organized, validly existing and in good standing under the
laws of Florida and is duly qualified to transact business as a foreign
corporation in each jurisdiction where the nature of Buyer’s business would
require it to so qualify.


          SECTION
3.2 Power and Authority. The Buyer has the power
and authority to execute, deliver and perform this Agreement and the other
Documents. The execution, delivery and performance of the Documents
contemplated hereby and the consummation of the transactions contemplated
hereby and thereby have been duly authorized and approved by all necessary
corporate action of the Buyer. The Audit Committee of the Board of Directors,
comprised of independent directors, has voted in favor of, and recommended to
the Board of Directors, and the Board of Directors has approved the transaction
contemplated by this Agreement. The Documents to be executed and delivered by
the Buyer have been duly executed and delivered by, and constitute the legal,
valid and binding obligation of the Buyer enforceable against the Buyer in
accordance with their terms.


          SECTION
3.3 Validity, Etc. Neither the execution and delivery by the Buyer of this Agreement
and the other Documents, the consummation by the Buyer of the transactions
contemplated hereby or thereby, nor the performance by the Buyer of this Agreement
and such other agreements in compliance with the terms and conditions hereof
and thereof will (i) violate, conflict with or result in any breach of any
trust agreement, articles of incorporation, bylaws, judgment, decree, order,
statute or regulation applicable to the Buyer, (ii) violate, conflict with or
result in a breach of or default (or give rise to any right of termination,
cancellation or acceleration) under any law, rule or regulation or any
judgment, decree, order, governmental permit, license or order or any of the terms,
conditions or provisions of any mortgage, indenture, note, license, agreement
or other instrument to which the Buyer is a party, or (iii) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to the Buyer,
except for any such conflict, violations, breaches, defaults, terminations,
cancellations or encumbrances which would not, individually or in the
aggregate, have a material adverse effect on the Buyer’s ability to pay the
Purchase Price.


          SECTION
3.4 Broker’s or Finder’s Fee. No agent, broker, person
or firm acting on behalf of Buyer is, or will be, entitled to any commission or
broker’s or finder’s fees from Buyer, or from any person controlling,
controlled by or under common control with Buyer, in connection with any of the
transactions contemplated herein.


          SECTION
3.5 Fully Paid and Nonassessable Shares. The shares of Buyer Common
Stock to be issued to Seller pursuant to this Agreement will, on the date of
issuance and delivery to Seller pursuant to this Agreement, be duly authorized,
validly issued, fully paid and nonassessable and free of any preemptive rights.





ARTICLE
IV  THE CLOSING


          SECTION
4.1 Time and Place of Closing. Upon the terms and
subject to the satisfaction or waiver of the conditions contained in this
Agreement, the closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the offices of Buyer, main conference room,
Building #1, 7100 Grade Lane, Louisville, Kentucky 40213 on the second business
day after all of the conditions to the Closing have been satisfied (excluding
conditions to be satisfied at the Closing), or at such other date as the
Parties may mutually agree upon (the “Closing Date”). The transactions contemplated
by this Agreement shall be effective as of the close of business (the
“Effective Time”) on Closing Date.


          SECTION
4.2 Conditions Precedent in Favor of Seller. Seller’s obligations under
this Agreement are expressly subject to the timely fulfillment of the
conditions set forth in this Section 4.2 on or before the Closing Date, or
such earlier date as is set forth below. Each condition may be waived in whole
or in part only by written notice of such waiver from Seller to Buyer.


                    (a)
Buyer shall have performed and complied in all material respects with all of
the terms of this Agreement to be performed and complied with by Buyer prior to
or at the Closing.


                    (b)
On the Closing Date, the representations of Buyer set forth in this Agreement
shall be true and accurate in all material respects, subject to changes that
are a result of the operation of Buyer in the normal course of business.


                    (c)
Seller shall not have terminated this Agreement pursuant to Section 1.2.


          SECTION
4.3 Conditions Precedent in Favor of Buyer. Buyer’s obligations under
this Agreement are subject to the timely fulfillment of the conditions set
forth in this Section 4.3 on or before the Closing Date, or such earlier
date as is set forth below. Each condition may be waived in whole or in part
only by written notice of such waiver from Buyer to Seller.


                    (a)
Seller shall have performed and complied in all material respects with all of
the terms of this Agreement to be performed and complied with by Seller prior
to or at the Closing.


                    (b)
Buyer shall have delivered and/or otherwise made available a proxy statement to
Buyer shareholders with respect to the transactions contemplated by this
Agreement, all in accordance with Section 14(a) of the Securities Exchange
Act of 1934, as amended.


                    (c)
On the Closing Date, the representations of Seller set forth in this Agreement
shall be true and accurate in all material respects, subject to changes that
are a result of the operation of the Seller in the normal course of business.


                    (d)
Buyer shall not have terminated this Agreement pursuant to Section 1.2. 


          SECTION
4.4 Deliveries by Seller . At or prior to the Closing, Seller will
deliver or cause to be delivered to Buyer the following: 


                    (a)
The Bill of Sale required by Section 1.1;


                    (b)
A certificate of Seller’s Secretary or other equivalent officer, attaching and
certifying as true, correct and complete, the following: (i) Articles of
Organization of Seller and all amendments thereto; (ii) operating agreement of
Seller and all amendments thereto; (iii) authorizing 





resolutions by
the Seller’s members and managers adopting and approving this Agreement and the
transactions contemplated hereby.


                    (c)
The executed Non-Compete Agreement;


                    (d)
The amendment to the Articles of Organization reflecting a change of name from
Venture Metals, LLC.


          SECTION
4.5 Deliveries by Buyer . At Closing, Buyer shall deliver to Seller
the Purchase as provided for in Section 1.2.


ARTICLE
V  INDEMNIFICATION


          SECTION
5.1 Survival. All representations and
warranties in this Agreement and the other Documents shall survive the Closing
of the purchase of the Transferred Assets contemplated hereby and any
investigation at any time made by or on behalf of any party.


          SECTION
5.2 Indemnification by the Seller. Subject to the terms
herein, the Seller shall indemnify, defend, and hold the Buyer and the
respective officers, directors, and employees of the Buyer, and their
successors and assigns (the “Buyer’s Indemnitees”) harmless from, against and
with respect to any claim, liability, obligation, loss, damage, assessment,
judgment, cost or expense of any kind or character, including reasonable
attorneys’ fees (the “Damages”), arising out of or in any manner incident,
relating or attributable to:


                    (a)
Any inaccuracy in any representation or breach of any warranty of the Seller
contained in this Agreement or the Documents; 


                    (b)
Any and all liabilities or obligations of Seller arising out of or incidental
to the ownership or operation of the Transferred Assets prior to the Effective
Time.


                    (c)
Any failure by the Seller to perform or observe, or to have performed or
observed, in full, any covenant, agreement or condition to be performed or
observed by it under this Agreement or the Documents; 


                    (d)
Any brokerage or finder’s fees or commissions or similar payments based upon
any agreement or understanding made, or alleged to have been made, by any
person with Seller in connection with any of the transactions contemplated by
this Agreement; and


                    (e)
Any liabilities of Seller relating to, or arising out of, the Transferred
Assets before the Effective Time.


          SECTION
5.3 Notice to the Seller, Etc. If any of the matters as to which the Buyer’s Indemnitees are
entitled to receive indemnification under Section 5.2 should entail litigation
with or claims asserted by parties other than the Seller, the Seller shall be
given prompt notice thereof and shall have the right, at its expense, to
control such claim or litigation upon prompt notice to the Buyer of its
election to do so. To the extent requested by the Seller, the Buyer, at its
expense, shall cooperate with and assist the Seller, in connection with such
claim or litigation. The Buyer shall have the right to appoint, at its expense,
single counsel to consult with and remain advised by the Seller in connection
with such claim or litigation. The Seller shall have final authority to
determine all matters in connection with such claim or litigation; provided,
however, that the Seller shall not settle any third party claim without
the consent of the Buyer, which shall not be unreasonably denied or delayed.





          SECTION
5.4 Indemnification by the Buyer. The Buyer shall
indemnify, defend, and hold the Seller and its successors and assigns (the
“Seller’s Indemnitees”) harmless from, against and with respect to any claim,
liability, obligation, loss, damage, assessment, judgment, cost or expense of
any kind or character, including reasonable attorneys’ fees arising out of or
in any manner incident, relating or attributable to:


                    (a)
Any inaccuracy in any representation or breach of warranty of the Buyer
contained in this Agreement;


                    (b)
Any failure by the Buyer to perform or observe, or to have performed or
observed, in full, any covenant, agreement or condition to be performed or
observed by it under any of the Documents;


                    (c)
Any brokerage or finder’s fees or commissions or similar payments based upon
any agreement or understanding made, or alleged to have been made, by any
person with Buyer in connection with any of the transactions contemplated by
this Agreement; and


                    (d)
Liabilities or obligations of, or claims against, the Seller (whether absolute,
accrued, contingent or otherwise) relating to, or arising out of, the
Transferred Assets after the Effective Time.


          SECTION
5.5 Notice to the Buyer, Etc. If any of the matters as to which the Seller’s Indemnitees are
entitled to receive indemnification under Section 5.4 should entail litigation
with or claims asserted by parties other than the Buyer, the Buyer shall be
given prompt notice thereof and shall have the right, at its expense, to
control such claim or litigation upon prompt notice to the Seller of its
election to do so. To the extent requested by the Buyer, the Seller, at its
expense, shall cooperate with and assist the Buyer, in connection with such
claim or litigation. The Seller shall have the right to appoint, at its
expense, single counsel to consult with and remain advised by the Buyer in
connection with such claim or litigation. The Buyer shall have final authority
to determine all matters in connection with such claim or litigation; provided,
however, that the Buyer shall not settle any third party claim without
the consent of the Seller, which shall not be unreasonably denied or delayed.


          SECTION
5.6 Offset. Seller acknowledges and
agrees that Buyer shall be entitled to offset any indemnity claim under this
Agreement against any delivery of shares of Buyer Common Stock due to Seller
under this Agreement at Buyer’s sole option.


          SECTION
5.7 Survival of Indemnification. The obligations to indemnify
and hold harmless pursuant to this Article V shall survive the Closing of the
purchase of the Transferred Assets contemplated hereby, notwithstanding any
investigation at any time made by or on behalf of any party. 


ARTICLE
VI  COVENANTS & AGREEMENTS


          SECTION
6.1 Further Assurances. Buyer and Seller shall
cooperate reasonably with each other and with their respective representatives
in connection with any steps required to be taken as part of their respective
obligations under this Agreement, and shall (a) furnish upon request to each
other such further information; (b) execute and deliver to each other such
other documents; (c) provide Buyer with any information and access to its books
and records as reasonably requested by Buyer in connection with Buyer
compliance with its reporting requirements under the Securities Exchange Act of
1934, as amended, and (d) do such other acts and things, all as the other party
may reasonably request for the purpose of carrying out the intent of this
Agreement, the other Documents and the transactions contemplated hereby and
thereby.





ARTICLE
VII  MISCELLANEOUS


          SECTION
7.1 Notices. All notices, requests,
consents and other communications hereunder shall be in writing, shall be
addressed to the receiving party’s address set forth below or to such other
address as a party may designate by notice hereunder, and shall be either (i)
delivered by hand, (ii) sent by recognized overnight courier, (iii) made by
telecopy, electronic communication or facsimile transmission, or (iv) sent by
registered or certified mail, return receipt requested, postage prepaid.


	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Buyer:

 
	
  

 	
  

 
	
  

 	
  

 	
 Industrial
 Services of America, Inc.

 
	
  

 	
  

 	
 7100 Grade
 Lane

 
	
  

 	
  

 	
 Louisville,
 Kentucky 40232

 
	
  

 	
  

 	
 Fax No.: (502)
 515-1700

 
	
  

 	
  

 	
 Attention:
 Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Seller:

 
	
  

 	
  

 
	
  

 	
  

 	
 Venture
 Metals, LLC

 
	
  

 	
  

 	
 3409
 Campground Road

 
	
  

 	
  

 	
 Louisville,
 Kentucky 40211

 
	
  

 	
  

 	
 Fax No.:
 (502) 776-0851

 
	
  

 	
  

 	
 Attention:
 Steve Jones

 



All notices,
requests, consents and other communications hereunder shall be deemed to have
been given (i) if by hand, at the time of the delivery thereof to the receiving
party at the address of such party set forth above, (ii) if sent by overnight
courier, on the next business day following the day such notice is delivered to
the courier service, (iii) if made by telecopy, electronic communication or
facsimile transmission, at the time that receipt thereof has been acknowledged
by electronic confirmation or otherwise, or (iv) if sent by registered or certified
mail, on the fifth business day following the day such mailing is sent. The
address of any party herein may be changed at any time by written notice to the
parties as provided herein.


          SECTION
7.2 Entire Agreement. This Agreement and the
Documents embody the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede all prior oral
or written agreements and understandings relating to the subject matter hereof.
No statement, representation, warranty, covenant or agreement of any kind not
expressly set forth in the other Documents shall affect, or be used to
interpret, change or restrict, the express terms and provisions of this
Agreement.


          SECTION
7.3 Modifications and Amendments. The terms and provisions of
this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


          SECTION
7.4 Assignment/Binding Effect. Neither this Agreement, nor
any right hereunder, may be assigned by any of the parties hereto without the
prior written consent of the other parties. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
heirs, personal representatives, successors and permitted assigns.


          SECTION
7.5 Parties in Interest. Nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights or
remedies of any nature whatsoever under or by reason of this Agreement. Nothing
in this Agreement shall be construed to create any rights or obligations except






among the
parties hereto, and no person or entity shall be regarded as a third-party
beneficiary of this Agreement.


          SECTION
7.6 Governing Law. This Agreement and the rights
and obligations of the parties hereunder shall be construed in accordance with
and governed by the internal laws of the Commonwealth of Kentucky, without
giving effect to the conflict of law principles thereof.


          SECTION
7.7 Severability. In the event that any court
of competent jurisdiction shall finally determine that any provision, or any
portion thereof, contained in this Agreement shall be void or unenforceable in
any respect, then such provision shall be deemed limited to the extent that
such court determines it enforceable, and as so limited shall remain in full
force and effect. In the event that such court shall determine any such
provision, or portion thereof, wholly unenforceable, the remaining provisions
of this Agreement shall nevertheless remain in full force and effect.


          SECTION
7.8 Interpretation. The parties hereto
acknowledge and agree that: (i) the rule of construction to the effect that any
ambiguities are resolved against the drafting party shall not be employed in
the interpretation of this Agreement, and (ii) the terms and provisions of this
Agreement shall be construed fairly as to all parties hereto and not in favor
of or against any party, regardless of which party was generally responsible
for the preparation of this Agreement.


          SECTION
7.9 Headings and Captions. The headings and
captions of the various subdivisions of this Agreement are for convenience of
reference only and shall in no way modify, or affect, or be considered in construing
or interpreting the meaning or construction of any of the terms or provisions
hereof.


          SECTION
7.10 Reliance. The parties hereto agree
that, notwithstanding any right of any party to this Agreement to investigate
the affairs of any other party to this Agreement, the party having such right
to investigate shall have the right to rely fully upon the representations and
warranties of the other party expressly contained herein.


          SECTION
7.11 Expenses. Each party shall pay its own
fees and expenses (including the fees of any attorneys, accountants, appraisers
or others engaged by such party) incurred in connection with this Agreement and
the transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated.


          SECTION
7.12 Gender. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine, neuter,
signal, or plural as the identity of the person or entity or the context may
require.


          SECTION
7.13 Publicity. Except by the mutual
agreement between the Seller and the Buyer, no party shall issue any press
releases or otherwise make any public statement with respect to the execution
of, or the transactions contemplated by, this Agreement except as may be
required by law.


          SECTION
7.14 Counterparts. This Agreement may be
executed in one or more counterparts, and by different parties hereto on
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


[remainder of page intentionally blank,
signature page follows]





          The
Buyer and the Seller have each caused this Agreement to be executed by its duly
authorized officer all as of the day and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Buyer”

 
	
  

 	
  

 	
  

 
	
  

 	
 INDUSTRIAL
 SERVICES OF AMERICA, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    /s/
 Harry Kletter

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
    Chief
 Executive Officer

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Seller”

 
	
  

 	
  

 	
  

 
	
  

 	
 VENTURE
 METALS, LLC

 
	
  

 	
  

 
	
  

 	
 By:

 	
    /s/
 Steve Jones

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Steve Jones,
 Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    /s/
 Jeff Valentine

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Jeff
 Valentine, Manager

 









SCHEDULE 1.1(a)


LIST OF ASSETS


Name of Company – Venture Metals, LLC






EXHIBIT A


FORM OF NON-COMPETE AGREEMENT