Exhibit
No: 10.1


 


Amendment
to Sections 27.1 and 27.2 of Equipment Supply Contract


 


Sections
27.1 and 27.2 of the Equipment Supply Contract effective January 2, 2015 between the undersigned parties are hereby amended as
follows:


 


Section
27.1


 


Section
27.1 currently reads as follows:


 


Pilot
Program Contingency. Customer’s obligations under this Contract 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 P2O), 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 P2O and Customer, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara Falls,
New York (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 Contract 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
27.1 is amended to read as follows:


 


Pilot
Program Contingency. Customer’s obligations under this Contract 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 P2O), 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 P2O and Customer, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara Falls,
New York (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 Contract 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
27.2


 


Section
27.2 currently reads as follows:


 


Financing
Contingency. Customer’s obligations under this Contract 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 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.


 




    	1



    	 



    


 


Section
27.2 is amended to read as follows:


 


Financing
Contingency. Customer’s obligations under this Contract 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 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 Equipment Supply Contract 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