Exhibit 10.4


    
      

    


    Exhibit
      10.4

    


    AMENDMENT
      TO NOTE

    


    THIS
      AMENDMENT
      TO NOTE
      dated as
      of the 24th
      day of
      March, 2006, by and between LAPOLLA
      INDUSTRIES, INC.
      (f/k/a
      IFT CORPORATION), a Delaware corporation, and RICHARD
      KURTZ
      (jointly
      and severally, “Borrower”), jointly and severally, hereby promise to pay to the
      order of WACHOVIA
      BANK, NATIONAL ASSOCIATION
      (“Lender”), at its offices at 190 River Road, Summit, New Jersey
      07901

    


    WHEREAS,
      on June
      2, 2005, Borrower executed and delivered a Promissory Note (the “Original Note”)
      evidencing a loan (the “Original Loan”) in the amount of Two Million Dollars
      ($2,000,000.00) from Lender; and

    


    WHEREAS,
      Borrower has requested and Lender has agreed to increase the principal amount
      of
      the Original Loan as provided herein;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained and other good and
      valuable consideration, the receipt of which is hereby acknowledged, Lender
      and
      Borrower agree as follows:

    


    1.    Capitalized
      terms used but not otherwise defined herein shall have the meanings ascribed
      them in the Original Note.

    


    2.    As
      of the
      date set forth above, the aggregate principal balance of the Original Loan
      is
      increased by Five Hundred Thousand Dollars ($500,000.00)(the “Loan Increase”) to
      a total of Two Million Five Hundred Thousand Dollars ($2,500,000.00)(the
“Original Loan as so modified, the “Loan”). The Original Note is hereby deemed
      amended accordingly to reflect the increased principal amount (the Original
      Note
      as so modified, the “Note”).

    


    3.    All
      accrued and unpaid interest on the outstanding principal balance shall be due
      and payable on each Payment Date through January 1, 2007. Thereafter, on each
      Payment Date, Borrower shall make payments of $208,333.33 principal plus all
      accrued and unpaid interest. The Maturity Date is extended to January 1,
      2008.

    


    4.    Any
      default by any Borrower under any other obligation of any Borrower to Bank,
      whether currently existing or incurred in the future, including any contingent
      liabilities under guaranties, shall be deemed a default hereunder.

    


    5.    All
      other
      terms and conditions of the Original Note shall remain in full force and
      effect.

    


    6.    The
      terms
      hereof shall be binding upon and inure to the benefit of the parties hereto
      and
      their respective successors and assigns.

    


    7.    Borrower
      represents and warrants to Lender that there exists no defense, offsets or
      counterclaims with respect to Borrower’s obligations under the Note as
      amended.

    


    8.    This
      Amendment to Note may be executed in counterparts, such counterparts together
      constituting but one and the same agreement.

    


    9.    This
      Amendment to Note may not be changed or terminated except by an agreement in
      writing signed by Borrower and Lender.

    


    10.         
      This
      Amendment to Note shall be governed by and construed in accordance with the
      laws
      of the State of New Jersey, without regard to principles of conflicts of
      law.

    


    11.         
      Except
      as
      provided herein, the terms and provisions and covenants of the Note are in
      all
      other respects hereby ratified and confirmed and shall remain in full force
      and
      effect.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amendment as of the day and year first above
      written.

    


    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    


    


    By:
      /s/
      Brian Hill

    Name:
      Brian C. Hill

    Title:
      Vice-President

    


    LAPOLLA
      INDUSTRIES, INC.

    


    


    By:
      /s/
      Michael T. Adams, CEO

    Name:
      Michael T. Adams

    Title:
      CEO

    


    


    /s/
      Richard Kurtz

    Richard
      Kurtz