Exhibit 10.3


 


Second 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


 


Section 23.1 originally 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 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 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 23.1 was previously amended
and 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 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 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 Second 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 (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.


 






    	 



    	 	 	 



    

 


Section 23.2


 


Section 23.2 originally
read 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 thirty (30)
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”).


 


Section 23.2 was previously
amended and 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 one hundred
twenty (120) 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 Second Amendment,
Section 23.2 is amended again to read 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”).


 


All other terms and conditions
of the Catalyst Supply 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