AMENDMENT TO NOTES

This AMENDMENT TO NOTES (the “ Amendment ”) is dated as of February   17, 2009, by and among ISCO International, Inc., a Delaware corporation (the “ Company ”), Alexander Finance, L.P., an Illinois limited partnership (“ Alexander ”), and solely for purposes of Sections 6, 7, 8, and 9 of this Amendment, Manchester Securities Corporation, a New York corporation (“ Manchester ”).

WHEREAS , on June 22, 2006, the Company issued to Alexander that certain 5% Senior Secured Convertible Note, Note No. E-2, dated June 22, 2006 (the “ Note      No. E­-2 ”);

WHEREAS , on June 26, 2007, the Company issued to Alexander that certain Amended and Restated 7% Senior Secured Convertible Note, Note No. F5, dated June 26, 2007 (the “ Note No. F5 ”);

WHEREAS , on June 26, 2007, the Company issued to Alexander that certain Amended and Restated 7% Senior Secured Convertible Note, Note No. F6, dated June 26, 2007 (the “ Note No. F6 ”);

WHEREAS , on June 26, 2007, the Company issued to Alexander that certain Amended and Restated 7% Senior Secured Convertible Note, Note No. F7, dated June 26, 2007 (the “ Note No. F7 ”);

WHEREAS , on June 26, 2007, the Company issued to Alexander that certain Amended and Restated 7% Senior Secured Convertible Note, Note No. F8, dated June 26, 2007 (the “ Note No. F8 ”);

WHEREAS , on January 3, 2008, the Company issued to Alexander that certain New Amended and Restated 7% Senior Secured Convertible Note, Note No. F9, dated January 3, 2008, as amended effective as of January 2, 2009 (the “ January 2008 Note ”);

WHEREAS , on August 18, 2008, the Company issued to Alexander that certain 9 ½% Secured Convertible Note dated August 18, 2008 (the “ 9 ½% Note ,” together with Note No. E-2, Note No. F5, Note No. F6, Note No. F7, Note No. F8, and 9 ½% Note shall be referred to collectively herein as the “ Notes ”); and

WHEREAS , the Company has requested that Alexander amend the Notes and the January 2008 Note to provide for certain changes as more fully set forth herein.

NOW, THEREFORE , in consideration of the covenants and agreements herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Alexander agree as follows:

1.   Definitions .  All capitalized terms used herein and not defined or amended herein shall have the meanings ascribed to them in the Notes.

2. The Notes are hereby amended as follows:

“ “ Fair Market Price ” shall mean the closing price or the closing bid price for the Common Stock on the Trading Day immediately preceding the date on which the price is being determined.”

“ “ Trading Day ” shall mean (x) if the Common Stock is listed on the New York Stock Exchange, NASDAQ or NYSE Alternext US, a day on which there is trading on such stock exchange, or (y) if the Common Stock is not listed on either of such stock exchanges but sale prices of the Common Stock are reported on an automated quotation system, a day on which trading is reported on the principal automated quotation system on which sales of the Common Stock are reported, or (z) if the foregoing provisions are inapplicable, a day on which quotations are reported by National Quotation Bureau Incorporated.”

“D.   Calculation of Consideration Received .  In case any option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such options by the parties thereto, then solely for purposes of this Section 3, the options will be deemed to have been issued for a consideration of $0.01.  If any Common Stock or Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) are issu