PROMISSORY NOTE

Exhibit 10.3

PROMISSORY NOTE

THE UNDERSIGNED REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES. For value received. the undersigned, jointly and severally. if more than one, promises to pay to BRANCH BANKING AND TRUST COMPANY , a North Carolina banking corporation (the "Bank"). or order, at any of Bank's offices in the above referenced city (or such other place or places that may be hereafter designated by Bank), the sum of TWELVE MILLION DOLLARS & 00/100 Dollars ($12,000,000.00), in immediately available coin or currency of the United States of America.

[   ] Borrower shall pay a prepayment penalty as set forth in the Prepayment Fee Addendum attached hereto.

Interest shall accrue from the date hereof on the unpaid principal balance outstanding from time to time at the:

[   ] Fixed rate of __________________% per annum.

[   ] Variable rate of the Bank's Prime Rate plus % per annum to be adjusted, as the Bank's Prime Rate changes. If checked here [   ], the interest rate will not exceed a(n) [   ] fixed  [   ] average maximum rate of ____________% or a [   ] floating maximum rate of the greater of _____________% or the Bank's Prime Rate; and the interest rate will not decrease below a fixed minimum rate of _____________%. If an average maximum rate is specified, a determination of any required reimbursement of interest by Bank will be made: [   ] when Note is repaid in full by Borrower  [   ] annually beginning on __________________________

[   ] Fixed rate of __________________% per annum through ______________________________________ which automatically converts on ____________________________ to a variable rate equal to the Bank's Prime Rate plus ________________% per annum which shall be adjusted ____________________________ as such Prime Rate changes.

[X] The Adjusted LIBOR Rate, as Defined in the Attached Addendum to Promissory Note

Principal and Interest is payable as follows

and continued on the same day of each calendar period thereafter, in _________ equal payments of $________________________, with one final payment of all remaining principal and accrued interest due on ______________________________.

[   ] ChoiceLine Payment Option: 2% of outstanding balance is payable monthly commencing on ______________. and continuing on the same day of each calendar period thereafter, with one final payment of all remaining principal and accrued interest due on __________________

[X] Accrued interest is payable Monthly commencing on March 11, 2009 and continuing on the same day of each calendar period thereafter, with one final payment of all remaining Interest due on February 11, 2010.

[   ] Bank reserves the right in its sole discretion to adjust the fixed payment due hereunder _______________________ on ________________ and continuing on the same day of each calendar period thereafter, in order to maintain an amortization period of no more than _______ months from the date of the Initial principal payment due hereunder. Borrower understands the payment may increase if interest rates increase.

[   ] Prior to an event of default, Borrower may borrow, repay, and reborrow hereunder pursuant to the terms of the Loan Agreement, hereinafter defined.

[   ] _____________________________________________________________________________________________________

[   ]Borrower hereby authorizes Bank to automatically draft from its demand deposit or savings account(s) with Bank or other bank, any payment(s) due under this Note on the date(s) due. Borrower shall provide appropriate account number(s) for account(s) at Bank or other bank.

The undersigned shall pay to Bank a late fee in the amount of five percent (5%) of any Installment past due for ten (10) or more days. When any installment payment is past due for ten (10) or more days, subsequent payments shall first be applied to the past due balance. In addition, the undersigned shall pay to Bank a returned payment fee if the undersigned or any other obligor hereon makes any payment at any lime by check or other instrument, or by any electronic means, which is returned to Bank because of nonpayment due to nonsufficient funds.

All interest shall be computed and charged for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days. In the event periodic accruals of interest shall exceed any periodic fixed payment amount described above, the fixed payment amount shall be immediately increased, or additional supplemental interest payments required on the same periodic basis as specified above (increased fixed payments or supplemental payments to be determined in the Bank's sole discretion). In such amounts and at such times as shall be necessary to pay all accruals of interest for the period and all accruals of unpaid interest from previous periods. Such adjustments to the fixed payment amount or supplemental payments shall remain in effect for so long as the interest accruals shall exceed the original fixed payment amount and shall be further adjusted upward or downward to reflect changes in the variable interest rate; provided that unless elected otherwise above, the fixed payment amount shall not be reduced below the original fixed payment amount. However. Bank shall have the right, in its sole discretion, to lower the fixed payment amount below the original payment amount.

This note ("NOTE") is given by the undersigned in connection with the following agreements (if any) between the undersigned and the Bank:

Deed(s) of Trust / Mortgage(s) granted in favor of Bank as beneficiary / mortgagee:

[   ] dated ____________________ in the maximum principal amount of $___________________ granted by ______________

[   ] dated ____________________ in the maximum principal amount of $_____________________ granted by ______________

Security Agreement(s) granting a security interest to Bank:

[X] dated 12/22/2006 given by INDUSTRIAL SERVICES OF AMERICA, INC. as amended 12/22/2006, 05/07/2008, and 02/11/2009

[   ] dated _________________ given by ____________________________________________

[   ] Securities Account Pledge and Security Agreement dated _______________________, executed by _____________________________

[   ] Control Agreement(s) dated _____________________ covering [   ] Deposit Account(s)          [   ] Investment Property

                                                                                         [   ] Letter of Credit Rights      [   ] Electronic Chattel Paper

[   ] Assignment of Certificate of Deposit, Security Agreement, and Power of Attorney (for Certificated Certificates of Deposit) dated ________________ executed by ______________________________

[   ] Pledge and Security Agreement for Publicly Traded Certificated Securities dated _________________ executed by ____________________

[   ] Assignment of Life Insurance Policy as Collateral dated ________________ executed by ___________________

[X] Loan Agreement dated 02/11/2009 executed by Borrower and [   ] Guarantor(s).

[   ] ___________________________________________________________________________________________________

[X] Commitment Letter dated 01/23/2009, executed by Borrower.

[X] Modification of loan agreement dated 02/11/2009, between Bank and Borrower, and related schedule DD relative to the loan agreement dated 12/22/2006 between Bank and Borrower.

All of the terms, conditions and covenants of the above described agreements (the "Agreements") are expressly made a part of this Note by reference in the same manner and with the same effect as if set forth herein at length and any holder of this Note is entitled to the benefits of and remedies provided in the Agreements and any other agreements by and between the undersigned and the Bank.

Borrower agrees that the only interest charge is the interest actually stated in this Note, and that any loan or origination fee shall be deemed charges rather than Interest, which charges are fully earned and non-refundable. It is further agreed that any late charges are not a charge for the use of money but are imposed to compensate Bank for some of the administrative services, costs and losses associated with any delinquency or default under this Note, and said charges shall be fully earned and non-refundable when accrued. All other charges imposed by Bank upon Borrower in connection with this Note and the loan Including, without limitation, any commitment fees, loan fees, facility fees, origination fees, discount points, default and late charges, prepayment fees, reasonable attorneys' fees and reimbursements for costs and expenses paid by Bank to third parties or for damages incurred by Bank are and shall be deemed to be charges made to compensate Bank for underwriting and administrative services and costs, other services, and costs or losses incurred and to be incurred by Bank in connection with this Note and the Loan and shall under no circumstances be deemed to be charges for the use of money. All such charges shall be fully earned and non-refundable when due.

No delay or omission on the part of the holder in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or of any other right on any future occasion. Every one of the undersigned and every endorser or guarantor of this Note regardless of the time, order or place of signing waives presentment, demand, protest and notices of every kind and assents to any one or more extensions or postponements of the time of payment or any other indulgences, to any substitutions, exchanges or releases of collateral if at any time there be available to the holder collateral for this Note, and to the additions or releases of any other parties or persons primarily or secondarily liable.

The failure to pay any part of the principal or interest when due on this Note or to fully perform any covenant, obligation or warranty on this or on any other liability to the Bank by any one or more of the undersigned, by any affiliate of the undersigned (as defined in 11 USC Section (101) (2)), or by any guarantor or surety of this Note (said affiliate, guarantor. and surety are herein called Obligor); or if any financial statement or other representation made to the Bank by any of t