Exhibit 10.4


 


Second 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


 


Section 13.13.1 originally 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 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 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 13.13.1
was previously amended and 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 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 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 Second 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 (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.


 






    	 



    	 	 	 



    

 


Section 13.13.2


 


Section 13.13.2 originally 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 thirty (30) 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.


 


Section 13.13.2 was previously amended
and 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 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
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 Second 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 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.


 


All other terms
and conditions of the Monitoring, Maintenance, Repair and Upgrade 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

 




    	 



    	 	 	 



    

 


Item 6. Exhibits


 


(a) Exhibits


 


	101.INS*	 	XBRL Instance Document
	101.SCH*	 	XBRL Taxonomy Schema Document
	101.CAL*	 	XBRL Taxonomy Extension Calculation Linkbase
    Document
	101.LAB*	 	XBRL Taxonomy Extension Label Linkbase
    Document
	101.PRE*	 	XBRL Taxonomy Extension Presentation Linkbase
    Document
	101.DEF*	 	XBRL Taxonomy Extension Definition Linkbase
    Document
	10.1	 	Second
                                         Amendment, dated July 31, 2015, between Plastic2Oil, Inc. and EcoNavigation, LLC Second
                                         Amendment to Sections 27.1 and 27.2 of Equipment Supply Contract 

	10.2	 	Second Amendment, dated July 31, 2015,
    between Plastic2Oil, Inc. and EcoNavigation, LLC Second Amendment to Sections 13.1 and 13.2 of Technology License and Referral
    Agreement
	10.3	 	Second Amendment, dated July 31, 2015,
    between Plastic2Oil, Inc. and EcoNavigation, LLC Second Amendment to Sections 23.1 and 23.2 of Catalyst Supply Agreement
	10.4	 	Second Amendment, dated July 31, 2015,
    between Plastic2Oil, Inc. and EcoNavigation, LLC to Sections 13.13.1 and 13.13.2 of Monitoring, Maintenance, Repair and Upgrade
    Agreement
	31.1	 	Certification of Principal Executive Officer
    Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
	31.2	 	Certification of Principal Financial Officer
    Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
	32.1	 	Certification of Principal Executive Officer
    Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
	32.2	 	Certification of Principal Financial Officer
    Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.