**Exhibit****3.6**





**DALECO
      RESOURCES CORPORATION**


**Compensation
      Committee Charter (Effective April 10, 2008)**





**I****.**
            **Purpose**





The
      Compensation Committee (the “Committee”) of the Board of Directors (“Board”) of
      Daleco Resources Corporation (the “Company”) shall evaluate the compensation of
      the executive officers of the Company and its affiliates as well as their
      performance relative to their compensation to assure that the executive officers
      are compensated effectively in a manner consistent with the stated compensation
      strategy of the Company, competitive practice, and the requirements of the
      appropriate regulatory bodies. The Committee shall also communicate to the
      stockholders regarding the Company’s compensation policies and the reasoning
      behind such policies as required by the rules and regulations of the Securities
      and Exchange Commission (the “SEC”) in effect from time to time. In addition,
      the Committee shall evaluate and make recommendations regarding the compensation
      of the Directors, including their compensation for services on Board
      committees





II.
            **Composition**





The
      Committee shall initially be comprised of three or more Directors selected
      by
      the Board, each of whom shall meet the independence requirements of applicable
      Nasdaq Marketplace Rules, the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), and the rules and regulations of the SEC.





In
      addition to satisfying the requirements necessary to be independent Directors,
      each member of the Committee also shall satisfy all requirements necessary
      from
      time to time to be “non-employee directors” under SEC Rule 16b-3 and qualified
“outside directors” under Section 162(m) of the Internal Revenue Code and
      related regulations, all as amended from time to time and/or any successor
      provisions thereto.





The
      members of the Committee shall be appointed by the Board annually and shall
      serve until their successors are duly elected and qualified. Unless a Chair
      is
      elected by the full Board, the members of the Committee may designate a Chair
      by
      majority vote of the full Committee membership. The Board will have the power
      at
      any time to change the size and membership of the Committee, to remove Committee
      members and to fill vacancies on the Committee, provided that any new member
      satisfy the requirements of this Charter and any other applicable
      requirements.





**III.**
            **Meetings
                and Other Actions**





The
      Committee shall meet at least once a year, or more frequently as circumstances
      dictate, to carry out its responsibilities. Meetings may be called by the
      Chairman of the Committee, the Chairman of the Board and/or the Chief Executive
      Officer of the Company. All meetings of and other actions by the Committee
      shall
      be held or otherwise taken pursuant to the Company’s bylaws, including bylaw
      provisions governing notices of meetings, waivers thereof, the number of
      Committee members required to take actions at meetings or by written consent,
      and other related matters.




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Unless
      otherwise authorized by an amendment to this Charter, the Committee shall not
      delegate any of its authority to any subcommittee.





The
      Committee will record and maintain minutes of its meetings. The Chairman of
      the
      Committee or a Committee member designated by the Chairman will make a report
      to
      the Board of the Committee’s meetings, actions taken at meetings or by consent,
      and recommendations made since the most recent Board meeting, unless the
      Committee has previously circulated an interim report addressing the matter
      or
      matters.





Committee
      meetings may be held in person or by telephone.





**IV.**
            **Responsibilities
                and Duties**





To
      fulfill its responsibilities and duties the Committee shall have the
      responsibilities and authority as set forth below; provided, however, it is
      understood that the Committee’s recommendations must be approved by the Board
      prior to same taking effect:





1.  Review
      from time to time, modify if necessary, and approve: (a) the Company’s corporate
      goals and objectives relevant to executive compensation and (b) the structure
      of
      the Company’s executive compensation to ensure that such structure is
      appropriate to achieve the Company’s objectives of rewarding the Company’s
      executive officers appropriately for their contributions to the Company’s growth
      and profitability and the Company’s other goals and objectives and linking the
      interest of the Company’s executive officers to the long term interests of the
      Company’s equity owners through a mix of long-term and short-term incentives and
      features that include downside risk as well as upside potential.





2.  Annually
      evaluate the compensation (and performance relative to compensation) of the
      Chief Executive Officer and determine the amounts and individual elements of
      total compensation for the Chief Executive Officer consistent with the Company’s
      corporate goals and objectives and communicate in the annual Compensation Report
      to the stockholders the factors and criteria on which the Chief Executive
      Officer’s compensation for the last year was based, including the relationship
      of the Company’s performance to the Chief Executive Officer’s compensation. The
      Chief Executive Officer may not be present during the voting or deliberations
      of
      the Committee relating to the Committee’s evaluation of the compensation of the
      Chief Executive Officer.





2.1  In
      determining the long-term component of the Chief Executives Officer’s
      compensation, the Committee should consider the Company’s performance and
      relative shareholder return, the value of similar incentive awards to the Chief
      Executive Officer at comparable companies, and the awards given to the Company’s
      Chief Executive Officer in prior years.





2.2.  Annually
      evaluate in conjunction with the Chief Executive Officer the compensation and
      performance relative to compensation of the other executive officers and approve
      the individual elements of the total compensation for each such person. The
      Committee will communicate in the annual Compensation Committee Report to the
      stockholders the specific relationship of the Company’s performance to executive
      compensation.




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3.  Periodically
      evaluate the terms and administration of the Company’s annual and long-term
      incentive plans to assure that they are structured and administered in a manner
      consistent with the Company’s goals and objectives as to the participation in
      such plans, target annual incentive awards, corporate financial goals, actual
      awards paid to the Company’s executive officers, and total funds reserved for
      payment under the compensation plans.





4.  Periodically
      evaluate and recommend approval by the Board any proposed amendments to existing
      equity related plans and evaluate and approve the adoption of any new
      equity-related plans and determine when it is necessary, with the advice of
      counsel, or otherwise desirable to (a) modify, discontinue or supplement any
      such plans; or (b) submit such amendments or adoption to a vote of the full
      Board and/or the Company’s stockholders.





5.  Periodically
      evaluate the compensation of Directors, including for services on Board
      committees and taking into account the compensation of Directors at other
      comparable companies. Make recommendation to the Board regarding any adjustments
      in Director compensation that the Committee considers appropriate.





6.  Approve
      annual retainer and meeting fees for Board and committees of the Board and
      fix
      the terms and awards of any stock compensation for members of the Board, if
      any.





7.  Recommend
      for approval by the Board revisions to the Company’s executive salary range
      structure, annual salary increase guidelines, and discuss all such compensation
      arrangements with the Chief Executive Officer.





8.  Periodically
      evaluate the Company’s employee benefit programs and recommend for approval by
      the Board any significant changes therein and determine when it is necessary,
      based on the advice of counsel, or otherwise desirable to submit any such
      changes to a vote of the full Board and/or the Company’s
      stockholders.





9.  The
      Committee has sole authority to retain and terminate any compensation consultant
      engaged to assist it in evaluating the compensation of the Company’s Directors,
      Chief Executive Officer or other executive officers and to approve such
      consultant’s fees and other terms or retention keeping in mind the financial
      position of the Company.





10.  Perform
      an annual self-evaluation of the Committee’s performance and annually reassess
      the adequacy of and, if appropriate, propose to the Board any desired changes
      in
      the Committee’s Charter with the goal of supplementing the oversight authority
      of the Nominating and Governance Committee with respect to such
      matters.





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***V.***
            ***Other
                Matters***




The
      Committee also shall undertake such additional activities within the scope
      of
      its primary functions as the Committee may from time to time
      determine.




**VI.**
            **Additional
                Resources**





The
      Committee will have the right to use reasonable amounts of time of the Company’s
      accounting personnel and the independent auditor, other internal staff and
      legal
      counsel and also will have the right to hire independent accounting experts,
      lawyers and other consultants and advisors to assist and advise the Committee
      in
      connection with its responsibilities. The Committee shall keep the Company’s
      accounting and management personnel advised as to the general range of
      anticipated expenses for outside consultants. Company will provide for
      appropriate funding, as determined by the Board, for payment of compensation
      to
      the independent auditors, experts, lawyers, consultants or advisors employed
      by
      the Committee .





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