Third Amendment to Sections 13.13.1 and 13.13.2 of Monitoring, Maintenance, Repair and Upgrade Agreement

Exhibit 10.4

Third Amendment to Sections 13.13.1 and 13.13.2 of Monitoring, Maintenance, Repair and Upgrade Agreement

Sections 13.13.1 and 13.13.2 of the Monitoring, Maintenance, Repair and Upgrade Agreement effective January 2, 2015 between the undersigned parties are hereby amended as follows:

Section 13.13.1

As a result of two previous amendments, Section 13.13.1 currently reads as follows:

Pilot Program Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon the institution, completion by that date which is three hundred (300) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (the “Pilot Program”), whereby Customer shall utilize, on terms mutually agreeable to P2O and Customer, P2O’s facility (the “Test Facility”) at 00 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxx (the “Pilot Program Contingency”) to ascertain Customer’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

By this Third Amendment, Section 13.13.1 is amended again to read as follows:

Pilot Program Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon the institution, completion by that date which is three hundred ninety (390) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (the “Pilot Program”), whereby Customer shall utilize, on terms mutually agreeable to P2O and Customer, P2O’s facility (the “Test Facility”) at 00 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxx (the “Pilot Program Contingency”) to ascertain Customer’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 13.13.2

As a result of two previous amendments, Section 13.13.2 currently reads as follows:

Financing Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is two hundred ten (210) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written notice of removal or satisfaction of the Pilot Program Contingency.

By this Third Amendment, Section 13.13.2 is amended again to read as follows:]

Financing Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is three hundred (300) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written notice of removal or satisfaction of the Pilot Program Contingency.

All other terms and conditions of the Monitoring, Maintenance, Repair and Upgrade Agreement shall remain the same.

Dated: November 6, 2015	PLASTIC2OIL, INC., a Nevada corporation
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		President & CEO
Dated: November 6, 2015	ECONAVIGATION, LLC, a New York limited liability company
	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		President