Exhibit 10.2


 


Second Amendment to Sections 13.1 and
13.2 of Technology License and Referral Agreement


 


Sections 13.1
and 13.2 of the Technology License and Referral Agreement effective January 2, 2015 between the undersigned parties are hereby
amended as follows:


 


Section 13.1


 


Section 13.1 originally read as
follows:


 


Pilot Program
Contingency. Licensee’s obligations under this 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 Licensee’s option upon prior written notice to P2O), and Licensee’s acceptance, in its sole discretion,
of the results of, of a pilot test program (the “Pilot Program”), whereby Licensee shall utilize, on terms
mutually agreeable to P2O and Licensee, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Licensee’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 13.1 was previously amended
and currently to reads as follows:


 


Pilot Program
Contingency. Licensee’s obligations under this 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 Licensee’s option upon prior written notice to P2O), and Licensee’s acceptance, in its sole discretion,
of the results of, of a pilot test program (the “Pilot Program”), whereby Licensee shall utilize, on terms
mutually agreeable to P2O and Licensee, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Licensee’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 Second Amendment, Section
13.1 is amended again to read as follows:


 


Pilot Program
Contingency. Licensee’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 Licensee’s option upon prior written notice to P2O), and Licensee’s acceptance, in its sole discretion, of
the results of, of a pilot test program (the “Pilot Program”), whereby Licensee shall utilize, on terms mutually
agreeable to P2O and Licensee, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara Falls,
New York (the “Pilot Program Contingency”) to ascertain Licensee’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 13.2


 


Section 13.2 originally read as
follows:


 


Financing Contingency.
Licensee’s obligations under this Agreement shall be and hereby are contingent upon Licensee obtaining funding for (i) the
Pilot Program on terms acceptable to Licensee 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 Licensee in Licensee’s
sole discretion, on or before that date which is sixty (60) days after Licensee’s written notice of removal or satisfaction
of the Pilot Test Contingency.


 


Section 13.2 was previously amended
and currently reads as follows:


 


Financing Contingency.
Licensee’s obligations under this Agreement shall be and hereby are contingent upon Licensee obtaining funding for (i) the
Pilot Program on terms acceptable to Licensee 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
Licensee in Licensee’s sole discretion, on or before that date which is sixty (60) days after Licensee’s written notice
of removal or satisfaction of the Pilot Test Contingency.


 


By this Second Amendment, Section
13.2 is amended again to read as follows:


 


Financing Contingency.
Licensee’s obligations under this Agreement shall be and hereby are contingent upon Licensee obtaining funding for (i) the
Pilot Program on terms acceptable to Licensee 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 Licensee
in Licensee’s sole discretion, on or before that date which is sixty (60) days after Licensee’s written notice of
removal or satisfaction of the Pilot Test Contingency.


 


All other terms and conditions of
the Technology License and Referral Agreement shall remain the same.


 


	Dated: July 31, 2015	PLASTIC2OIL, INC., a Nevada corporation
	 	 	 
	 	By:	/s/ Richard W.
    Heddle
	 	 	 Richard W. Heddle
	 	 	 President & CEO
	 	 	 
	Dated: July 31, 2015	ECONAVIGATION, LLC, a New York limited
    liability company
	 	 	 
	 	By:	/s/ Mark D. Ragus
	 	 	Mark D. Ragus
	 	 	President