Exhibit
10.3


 


Third
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


 


As
a result of two previous amendments, Section 23.1 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 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 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 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 Third 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 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 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 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 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


 


As
a result of two previous amendments, Section 23.2 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 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”).


 


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


 


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 (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:
    November 6, 2015	PLASTIC2OIL,
    INC., a Nevada corporation
	 	 	 
	 	By:	/s/
    Richard W. Heddle
	 	 	Richard
    W. Heddle
	 	 	President
    & CEO
	 	 	 
	Dated:
    November 6, 2015	ECONAVIGATION,
    LLC, a New York limited liability company
	 	 	 
	 	By:	/s/
    Mark D. Ragus
	 	 	Mark
    D. Ragus
	 	 	President