Exhibit
10.1


 


Third
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


 


As
a result of two previous amendments, 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 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 (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.


 


By
this Third Amendment, Section 27.1 is amended again 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 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 (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


 


As
a result of two previous amendments, 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 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 27.2 is amended again 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 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 Equipment Supply Contract 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