 EXHIBIT 10.4

                                                                             
PROMISSORY NOTE

$2,000,000.00                                                                                                                                               
December 31, 2010

                For value received, TOR MINERALS INTERNATIONAL, INC.,
(hereinafter called "Maker" whether one or more), promises to pay to the order
of AMERICAN BANK, N.A. ("Payee"), at its office in Corpus Christi, Nueces
County, Texas, in lawful money of the United States the sum of TWO MILLION
DOLLARS or so much thereof as may be advanced and unpaid hereon from time to
time, together with interest on the unpaid principal balance hereon outstanding
from time to time prior to maturity (except during certain periods of default as
set forth below) at a rate which is six and 65/100ths percent (6.65%) per annum.

                All interest rates hereunder shall be computed on a full
calendar year (365/366 days) basis. Chapter 346 of the Texas Finance Code shall
not in any event apply to the loan evidenced hereby.

PAYMENT DEFAULTS/OTHER DEFAULT PROVISIONS:

                (a)  Late Charge for Payment Defaults:  If a regularly scheduled
payment due prior to maturity is 10 days or more late, Maker will be charged
5.000% of the regularly scheduled payment.  The late charge shall not apply to
payments sabrina50@example.com.

                (b)  Annual Interest Rate with Other Default: Maker hereby
agrees that, prior to maturity, at the sole option of Payee and upon ten (10)
days written notice to Maker, the entire unpaid principal balance of this Note
may bear interest at the highest rate permissible under applicable law or 17.50%
per annum, whichever is less, during any period(s) in which Maker fails to
comply with or to perform any term, obligation, promise or condition, other than
a payment default, contained in this Note or any agreement related to and/or
securing this Note.  This Paragraph (b) does not apply to payment defaults, such
being specifically addressed herein in Paragraph (a) Late Charge for Payment
Defaults.

POST MATURITY RATE:

                The Post Maturity Rate on this Note is the maximum rate allowed
by applicable law.  Maker will pay interest on all sums due after final
maturity, whether by acceleration or otherwise, at that rate, with the exception
of any amounts added to the principal balance of this Note based on Payee's
payment of insurance premiums, which will continue to accrue interest at the
pre-maturity rate.

                This note shall be due and payable in 60 monthly installments,
unless sooner paid, the first 59 installments being in the amount of $39,272.97
each, including accrued interest each, and the 60th  and final installment being
in the amount of the balance of principal plus accrued interest then remaining
outstanding and unpaid hereon.  The first such installment is due and payable
February 1, 2011, and the remaining installments are due and payable in
consecutive order on the same day of each and every succeeding month thereafter
until all sums hereunder have been paid, the final installment due hereon being
due on January 1, 2016 (the "maturity date").  In the event of prepayment, no
prepayment of principal shall reduce the amount of installments next coming due,
and every prepayment of principal shall be applied in inverse order against the
principal last coming due hereunder. 

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Page 2
$2,000,000.00 Promissory Note
Maker:  TOR Minerals International, Inc.
Payee:  American Bank, N.A.

                Each payment will be first applied to reduce the amount owed for
charges which are neither interest nor principal, including any late charges and
costs to be reimbursed Payee under any agreement or document relating to or
securing this Note.  The remainder, if any, of each payment will then be applied
first to reduce accrued and unpaid interest, and then any remaining amount
applied to unpaid principal.

                This note evidences funds advanced pursuant to a Loan Agreement
of even date herewith (the "Loan Agreement"), and is secured as set forth
therein.

                Refinance Penalty.  Maker shall be entitled to prepay this note
in whole or in part with funds other than proceeds of a loan or credit extension
made by another creditor; however, Maker shall not have the right to prepay this
note with funds which are proceeds of a loan or credit extension made by another
creditor, unless: (i) such prepayment is in full payment of the outstanding
balance and all accrued and unpaid interest on this note; (ii) Maker shall
provide written notice to the holder hereof not less than thirty (30) days prior
to the date of such prepayment; and (iii) Maker shall pay to the holder hereof a
prepayment premium equal to two (2%) of the principal amount that is prepaid.
Provided, notwithstanding anything in the foregoing to the contrary, there shall
be no prepayment premium for a prepayment during the three (3) months prior to
the scheduled maturity date of this note.

                At the option of the holder hereof, and after the notice of
default and opportunity to sure set forth below,  the maturity of this note may
be accelerated and all unpaid amounts of principal and accrued interest shall
become immediately due and payable, without presentment or demand or notice to
any person obligated as Maker or any other person obligated hereon, upon the
occurrence of any of the following events: default in the payment of any
indebtedness or any part thereof owing to holder by any person obligated as
Maker or any other person obligated hereon, whether evidenced by this note or
otherwise; or failure to perform or keep any of the conditions and covenants
contained in any document given to secure indebtedness owing to holder by any
person obligated as Maker or any other person obligated hereon or any document
evidencing loan agreements made in connection herewith; or, if Maker is an
entity, failure of Maker to maintain its status in good standing as an entity
qualified to do business in the State of Texas, or any dissolution, merger or
consolidation of Maker; or insolvency or making of any general assignment for
the benefit of creditors by any person obligated as Maker or any other person
obligated hereon; or the filing of any petition or commencement of any
proceeding by or against any person obligated as Maker or any other person
obligated hereon for any relief, discharge, rearrangement, reorganization or
otherwise under any bankruptcy or insolvency laws; or the levying on, seizure or
freezing of any account of any person obligated as Maker or any other person
obligated hereon by any agency or instrumentality of the State or Federal
government; or the issuance of any writ of attachment or garnishment relating to
or affecting any of the property or assets of any person obligated as Maker or
any other person obligated hereon.

                                            

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Page 3
$2,000,000.00 Promissory Note
Maker:  TOR Minerals International, Inc.
Payee:  American Bank, N.A.

                The holder hereof shall be entitled, as further security for the
payment of this note, to a security interest in all property pledged as
collateral and any money found on deposit with the holder to the credit of the
Maker, and may retain and apply said money, securities or proceeds of such
collections to the payment of this note and indebtedness in accordance with that
Security Agreement of even date herewith executed by Maker in favor of Payee
(the "Security Agreement").  The holder's right to set-off applies without prior
notice by holder to Maker.  Holder will not be liable for wrongful dishonor of a
check where such dishonor occurs because of holder's set-off of this debt
against Maker's accounts.

                Except for the notice of default set forth below, Maker and all
sureties, endorsers and guarantors of this note hereby severally waive demand,
presentment for payment, notice of non-payment, protest, notice of protest,
notice of intention to accelerate maturity, notice of acceleration of maturity,
and all other notice, and diligence in collecting this note or filing suit
thereon or enforcing any security given therefor, and agree to any substitution,
exchange or release of any security now or hereafter given for this note or the
release of any party primarily or secondarily liable hereon. Maker and all
sureties, endorsers and guarantors of this note further severally agree that it
will not be necessary for the payee or any holder hereof, in order to enforce
payment of this note, to first institute or exhaust its remedies against any
person obligated as Maker or other party liable therefor or to enforce its
rights against any security for this note and hereby consent to the renewal and
extension or modification from time to time of this note (regardless of the
number or length of time of the renewals, extensions or modifications), and to
any other indulgence with respect hereto, without notice of any such renewal,
extension, modification or indulgence.  All persons obligated hereon, whether as
a maker, endorser, surety, guarantor or otherwise, shall be jointly and
severally liable for repayment of the indebtedness evidenced by or arising under
this note. 

                In the event that this note is placed into the hands of an
attorney for collection, or if collected through probate, bankruptcy or other
judicial proceedings, then there shall be additionally owing hereon all expenses
and costs of collection, including reasonable attorney's fees.

                                            

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Page 4
$2,000,000.00 Promissory Note
Maker:  TOR Minerals International, Inc.
Payee:  American Bank, N.A.

                It is expressly provided and stipulated that, notwithstanding
any provision of this Note or any loan agreement or in any deed of trust,
assignment, security agreement or other agreement securing payment of this note,
in no event shall the aggregate of all interest paid by the Maker to the holder
hereof or contracted for, chargeable or receivable hereunder ever exceed the
maximum legal rate of interest which may lawfully be charged Maker under the
laws of the State of Texas or the United States (whichever may permit the higher
rate) on the principal balance of this note from time to time advanced and
remaining unpaid. In this connection, it is expressly stipulated and agreed that
it is the intent of the payee and the Maker in the execution and delivery of
this note to contract in strict compliance with usury laws of the State of Texas
or the United States (whichever may permit the higher rate).  In the event said
maximum legal rate is calculated under Texas statutes, the applicable rate
ceiling (maximum rate) shall be the indicated (weekly) rate ceiling from time to
time in effect, as provided in Chapter 303 of the Texas Finance Code, as
amended. In furtherance thereof, none of the terms of this note or any loan
agreement or in any deed of trust, assignment, security agreement or other
agreement securing payment of this note, shall ever be construed to create a
contract to pay for the use, forbearance or detention of money, interest at a
rate in excess of the maximum legal interest rate permitted to be charged to the
Maker under such laws.  The Maker or any guarantors, endorsers or other parties
now or hereafter becoming liable for payment of this note shall never be liable
for interest in excess of the maximum interest that may lawfully be charged
under such laws, and the provisions of this paragraph shall govern over all
other provisions of this note or any loan agreement or any deed of trust,
assignment, security agreement or other agreement securing payment of this note,
should such provisions be in apparent conflict herewith. All sums paid or agreed
to be paid to payee or the holder of this note for the use, forbearance or
detention of the indebtedness of Maker under the terms of this note or otherwise
shall be amortized, prorated, allocated and spread throughout the full term of
such indebtedness until payment in full so that the actual rate of interest with
respect to such indebtedness is uniform throughout the term hereof, and, in
conjunction therewith, if the loan evidenced by this note should ever be deemed
to consist of two or more loans, then any sum paid or agreed to be paid to the
holder hereof for the use, forbearance or detention of the indebtedness of Maker
to payee under the terms of this note which is deemed to be excessive interest
with respect to one or more of such loans shall be allocated to the loans for
which a maximum lawful rate of interest has not been contracted for, charged or
received or for which no maximum rate of interest exists.

                                            

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Page 5
$2,000,000.00 Promissory Note
Maker:  TOR Minerals International, Inc.
Payee:  American Bank, N.A.

Notice of Default.  Notwithstanding anything in the foregoing, THE LOAN
AGREEMENT, THE SECURITY AGREEMENT OR ANY OTHER AGREEMENT, CERTIFICATE, DOCUMENT
OR OTHER INSTRUMENT RELATED HERETO to the contrary, the maturity of this Note
shall not be accelerated until after the holder hereof has notified the Maker by
personal delivery or by certified mail, return receipt requested, in writing of
any default, and if the same be not cured within ten (10) days as regards any
monetary default and within thirty (30) days as regards any nonmonetary default
from the date of such notice, then without further notice, presentment, demand
of any kind, acceleration of maturity hereof may be imposed.  In the event such
notice is effected by personal delivery, the date and hour of actual delivery
shall be the time and date of such notice to Maker.  Notice by certified mail
shall be deemed given when placed in the United States mail, postage prepaid,
addressed to Maker at the last known address of Maker as shown by the records of
the holder hereof.                                 

TOR MINERALS INTERNATIONAL, INC

By:

/s/ BARBARA RUSSELL

Barbara Russell
Chief Financial Officer

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