CHANGE IN TERMS AGREEMENT Principal $3,000,000.00 Loan Date Maturity 06-30-2002 Loan No. 81145 Call 04A0 Collateral Account 00951 Officer 490 Initials References 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.

CHANGE IN TERMS AGREEMENT

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

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

DESCRIPTION OF CHANGE IN TERMS. 1) The maturity date of the Note is hereby extended from November 30, 2000 to and including June 30, 2002, and may be further extended upon written notice from Lender to Borrower advising Borrower of such extension. 2) The face principal amount of the Note is hereby increased to $3,00,000.00. 3) Harry Kletter is hereby released as a Guarantor of the Note. 4) Interest will accrue to the end of each interest period described in the Note, and will be due and payable on the 15th day of the next interest period, provided that all amounts date set forth in the previous sentence. Lender and Borrower agree that the Security Agreement executed in connection with the Note is and was intended to secure the previous sentence. Lender and Borrower agree that the Security Agreement executed in connection with the Note is and was intended to secure Borrower's obligation to Lender under the Note as it has been and may be renewed, replaced, modified, and extended, and Borrower affirms and confirms in all respects its obligation under the Security Agreement. This Change in Terms Agreement amends, but does not novate the Note.

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

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

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

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

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

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

BORROWER:

Industrial Services of America, Inc.

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

LENDER:

Bank of Louisville

By: /s/ Debbie P. Pruitt                      
      Authorized Officer