Exhibit
No: 10.2


 


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 currently reads as follows:


 


Pilot
Program Contingency. Customers 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 Customers option upon prior written notice to Supplier), and Customers 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, Suppliers facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Customers 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 is amended to read as follows:


 


Pilot
Program Contingency. Customers 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 Customers option upon prior written notice to Supplier), and Customers 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, Suppliers facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Customers 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.


 






    	1



    	 



    

 


Section
23.2


 


Section
23.2 currently reads as follows:


 


Financing
Contingency. Customers 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 Customers sole discretion, on or before
that date which is sixty (60) days after Customers 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 is amended to read as follows:


 


Financing
Contingency. Customers 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 Customers sole discretion, on or before that date which
is sixty (60) days after Customers 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:
    May 1, 2015	PLASTIC2OIL,
    INC., a Nevada corporation
	 	 
	 	By:	/s/
    Richard W. Heddle
	 	 	Richard
    W. Heddle
	 	 	President
    & CEO
	 	 	 
	Dated:
    May 1, 2015	ECONAVIGATION,
    LLC, a New York limited liability company
	 	 
	 	By:
    	/s/
    Mark D. Ragus
	 	 	Mark
    D. Ragus
	 	 	President


 






    	2