Exhibit 10.4 


ADDENDUM TO PROMISSORY NOTE


THIS ADDENDUM
TO PROMISSORY NOTE (“Addendum’) is hereby made a part of the Promissory Note
dated April 13, 2010 from Industrial Services of America, Inc. (“Borrower”)
payable to the order of Branch Banking and
Trust Company (“Bank”) in the principal amount of $20,000,000
(including all renewals, extensions, modifications and substitutions therefore,
the “Note”). 


DEFINITIONS. 


Adjusted LIBOR Rate
means a rate of interest per annum equal to the sum obtained (rounded upwards,
if necessary, to the next higher 1/100th of 1.0%) by adding (i) the One Month
LIBOR plus (ii) 2.50% per annum, which shall be adjusted monthly on the first
day of each LIBOR Interest Period. The Adjusted LIBOR Rate shall be adjusted
for any change in the LIBOR Reserve Percentage so that Bank shall receive the
same yield. If checked here B the interest rate will not exceed a(n) x fixed o
average maximum rate of 0.99% and will not decrease below a minimum rate
of 3.50%. If an average maximum rate is specified, a determination of the
average interest rate assessed and a reimbursement by Bank of interest paid in
excess of the maximum rate, if any, will be made on ____________. If the loan
has been repaid prior to this date, no reimbursement will be made. 


Business Day means a
day other than a Saturday, Sunday, legal holiday or any other day when the Bank
is authorized or required by applicable law to be closed. 


LIBOR Advance means the advances made by
Bank to Borrower evidenced by this Note upon which the Adjusted LIBOR Rate of
interest shall apply. 


LIBOR Interest Period
means the period, as may be elected by the Borrower applicable to any LIBOR
Advance, commencing on the date the Note is first made (or the date of any
subsequent LIBOR addendum to the Note) and ending on the day that is
immediately prior to the numerically corresponding day of each month
thereafter; provided that: any LIBOR Interest Period which would otherwise end
on a day which is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, In which
case such LIBOR Interest Period shall end on the next preceding Business Day;
and any LIBOR Interest Period which begins on a day for which there is no
numerically corresponding day in the subsequent month shall end on the last
Business Day of each subsequent month. 


LIBOR Reserve Percentage
means the maximum aggregate rate at which reserves (including, without
limitation, any marginal supplemental or emergency reserves) are required to be
maintained under Regulation D by member banks of the Federal Reserve System
with respect to dollar funding In the London interbank market. Without limiting
the effect of the foregoing, the LIBOR Reserve Percentage shall reflect any
other reserves required to be maintained by such member banks by reason of any
applicable regulatory change against (i) any category of liability which
includes deposits by reference to which the Adjusted LIBOR Rate is to be
determined or (ii) any category of extensions of credit or other assets related
to LIBOR. 


One Month LIBOR
means the average rate quoted on Reuters Screen LIBOR01 Page (or such
replacement page) on the determination date for deposits in U. S. Dollars
offered in the London interbank market for one month determined as of 11:00 am
London time two (2) Business Days 





prior to the
commencement of the applicable LIBOR Interest Period; provided that if the
above method for determining one-month LIBOR shall not be available, the rate
quoted in The Wall
Street Journal, or a rate determined by a substitute method of
determination agreed on by Borrower and Bank; provided further that if such
agreement is not reached within a reasonable period of time {in Bank’s sole
judgment), a rate reasonably determined by Bank In its sole discretion as a
rate being paid, as of the determination date, by first class banking
organizations (as determined by Bank) in the London interbank market for U.S.
Dollar deposits. 

Standard Rate means, for any day, a rate per annum equal to
the Bank’s announced Prime Rate minus 0.25% per annum, and each change in the
Standard Rate shall be effective on the date any change in the Prime Rate is
publicly announced as being effective. 


LOAN BEARING
ADJUSTED LIBOR RATE 


Application of Adjusted LIBOR Rate. The
Adjusted LIBOR Rate shall apply to the entire principal balance outstanding of
a LIBOR Advance for any LIBOR Interest Period. 


Adjusted LIBOR Baaed Rate Protections. 


Inability to Determine Rate. In the event that
Bank shall have determined, which determination shall be final, conclusive and
binding, that by reason of circumstances occurring after the date of this Note
affecting the London interbank market, adequate and fair means do not exist for
ascertaining the One Month LIBOR on the basis provided for in this Note, Bank
shall give notice (by telephone confirmed in writing or by telecopy) to
Borrower of such determination, whereupon (i) no LIBOR Advance shall be made
until Bank notifies Borrower that the circumstances giving rise to such notice
no longer exist, and (ii) any request by Borrower for a LIBOR Advance shall be
deemed to be a request for an advance at the Standard Rate. 

Illegality;
  Impracticability. In the event that Bank shall determine, which
  determination shall be final, conclusive and binding, that the making,
  maintaining or continuance of any portion of a LIBOR Advance (I) has become
  unlawful as a result of compliance by Bank with any law. treaty, governmental
  rule, regulation, guideline or order (or would conflict with any of the same
  not having the force of law even though the failure to comply therewith would
  not be unlawful) or (ii) has become impracticable, or would cause Bank material
  hardship, as a result of contingencies occurring after the date of this Note
  materially and adversely affect the London interbank market or Bank’s ability
  to make LIBOR Advances generally, then, and in any such event, Bank shall give
  notice (by telephone confirmed in writing or by telecopy) to Borrower of such
  determination. Thereafter, (x) the obligation of Bank to make any LIBOR
  Advances or to convert any portion of the loan to a LIBOR Advance shall be
  suspended until such notice shall be withdrawn by Bank, and (y) any request by
  Borrower for a LIBOR Advance shall be deemed to be a request for an advance at
  the Standard Rate. 

IF BORROWER IS A CORPORATION:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Industrial
 Services of America, Inc.

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
 WITNESS:



 	
  

 	
  

 	
 NAME
 OF CORPORATION



 	
  

 	
  

 
	
           /s/
 David Saffer

 	
  

 	
 By:

 	
           /s/
 Harry Kletter

 
	

 


 	
  

 	
  

 	

 


 	
  

 
	
 (SEAL)

 	
  

 	
  

 	
  

 
	
           David
 Saffer

 	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
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        CHIEF
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IF BORROWER LA A PARTNERSHIP, LIMITED
LIABILITY COMPANY, LIMITED 

LIABILITY PARTNERSHIP, 

OR LIMITED LIABILITY LIMITED PARTNERSHIP: 




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
 NAME OF CORPORATION

 	
  

 
	
  

 	
  

 	
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IF BORROWER IS AN INDIVIDUAL:


	
  

 	
  

 	
  

 	
  

 
	
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ADDITIONAL CO-MAKERS:


 


	
  

 	
  

 	
  

 	
  

 
	
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