Second Amendment to Sections 23.1 and 23.2 of Catalyst Supply Agreement

Exhibit 10.3

Second Amendment to Sections 23.1 and 23.2 of Catalyst Supply Agreement

Sections 23.1 and 23.2 of the Catalyst Supply Agreement effective January 2, 2015 between the undersigned parties are hereby amended as follows:

Section 23.1

Section 23.1 originally read as follows:

Pilot Program Contingency. Customer’s obligations under this Catalyst Agreement shall be and hereby are contingent upon the institution, completion by that date which is one hundred twenty (120) 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 Supplier), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (a “Pilot Program”) whereby Customer shall utilize, on terms mutually agreeable to Supplier and Customer, Supplier’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 Catalyst 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 23.1 was previously amended and currently reads as follows:

Pilot Program Contingency. Customer’s obligations under this Catalyst Agreement shall be and hereby are contingent upon the institution, completion by that date which is two hundred ten (210) 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 Supplier), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (a “Pilot Program”) whereby Customer shall utilize, on terms mutually agreeable to Supplier and Customer, Supplier’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 Catalyst 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 Second Amendment, Section 23.1 is amended again to read as follows:

Pilot Program Contingency. Customer’s obligations under this Catalyst 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 Supplier), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (a “Pilot Program”) whereby Customer shall utilize, on terms mutually agreeable to Supplier and Customer, Supplier’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 Catalyst 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 23.2

Section 23.2 originally read as follows:

Financing Contingency. Customer’s obligations under this Catalyst 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 thirty (30) calendar days after the Effective Date, and (ii) the Initial Order (as defined in the Equipment Supply Contract) 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 (the “Financing Contingency”; the Pilot Program Contingency and the Financing Contingency are herein collectively referred to as the “Contingencies”).

Section 23.2 was previously amended and currently reads as follows:

Financing Contingency. Customer’s obligations under this Catalyst 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 one hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order (as defined in the Equipment Supply Contract) 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 (the “Financing Contingency”; the Pilot Program Contingency and the Financing Contingency are herein collectively referred to as the “Contingencies”).

By this Second Amendment, Section 23.2 is amended again to read as follows:

Financing Contingency. Customer’s obligations under this Catalyst 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 (as defined in the Equipment Supply Contract) 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 (the “Financing Contingency”; the Pilot Program Contingency and the Financing Contingency are herein collectively referred to as the “Contingencies”).

All other terms and conditions of the Catalyst Supply Agreement shall remain the same.

Dated: July 31, 2015	PLASTIC2OIL, INC., a Nevada corporation
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		President & CEO
Dated: July 31, 2015	ECONAVIGATION, LLC, a New York limited liability company
	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		President