December 27, 2011 Recycool, Inc.

Exhibit 10.2

December 27, 2011

Recycool, Inc.

000 00xx Xxx. XX

Xxxxxx Xxxx, XX 00000

RE: Payment of Audit Fees; Amendment No. 1 to Asset Purchase Agreement

Dear Kurt, Marty, and Xxxxxx:

This letter (“Letter”) confirms our agreement to amend and supplement the Asset Purchase Agreement (the “Agreement”) dated December 16, 2011 by and among Recycool, Inc. (“Seller”), Xxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxx (Xxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxx collectively known as “Selling Principals”), GlyEco Acquisition Corp #1 (“Buyer”), and GlyEco, Inc. (“Parent Company”) (all entities and individuals collectively referred to as “Parties”).   All terms not defined herein shall have the meanings in the Agreement.

Seller agrees to promptly pay prior to Closing $ 8,153.35 (the “Audit Fee”) to Xxxxxxxxx & Co (the “Auditor”), representing the balance due per the Auditor’s statement of December 12, 2011 of the cost to audit Seller’s 2009 and 2010 financials.  In consideration of Seller’s payment of the Audit Fee, Parent Company will issue an additional 8,153 Shares in aggregate, distributed among the Selling Principals pro-rata in accordance with the manner Shares are issued among the Selling Principals under the terms of the Agreement.  The Auditor’s report shall be the property of the Buyer at Closing.

All other terms and conditions of the Agreement remain unchanged.

“SELLER”	“BUYER”
RECYCOOL, INC. a Minnesota corporation	GLYECO ACQUISITION CORP. #1, an Arizona corporation
By: /s/ Xxxxx Xxxxxxx	By: /s/ Xxxx d’Arc Xxxxxx
Name: Xxxxx Xxxxxxx	Xxxx d’Arc Xxxxxx, II, Chairman and CEO
Title: President
Dated: January 2, 2012
“SELLING PRINCIPALS”	“PARENT COMPANY”
	GLYECO, INC., a Nevada corporation
/s/ Xxxx Xxxxxxx
XXXX XXXXXXX, an individual	By: /s/ Xxxx d’Arc Xxxxxx
Dated: January 2, 2012	Xxxx d’Arc Xxxxxx, II, Chairman and CEO
/s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX, an individual
Dated: January 2, 2012
/s/ Xxxxxx Xxxxx
XXXXXX XXXXX, an individual
Dated: January 2, 2012