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 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 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 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 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/
    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