Exhibit 10.29


 


Second Amendment to Employment Agreement


 


This Second Amendment
to Employment Agreement (“Agreement”), dated March 15, 2013, by and between Daleco Resources Corporation, a Nevada
corporation, with its principal place of business at 17 Wilmont Mews, 5th Floor, West Chester, Pennsylvania 19382 (“Company”)
and Richard W. Blackstone, an individual, whose address is 4846 Sarasota Drive, Hillard, Ohio 43026-9098 (“Blackstone”)(hereinafter,
the Company and Blackstone are sometimes collectively referred to as the “Parties” and individually as a “Party”).


 


Background


 


WHEREAS, the Company
and Blackstone entered into an Employment Agreement dated October 4, 2006 (“Base Agreement”); and


 


WHEREAS, the Base
Agreement was extended in accordance with its terms in accordance with Paragraph 3 thereof, through January 19, 2009; and


 


WHEREAS, by letter
dated January 19, 2009, the Company and Blackstone elected to amend Blackstone’s relationship with the Company so that Blackstone
became a part-time independent contractor performing the duties of Chief Accounting Officer of the Company (First Amendment) (“Amended
Employment Agreement”); and


 




    	 



    	 



    

 


WHEREAS, in his
role as the Chief Accounting Officer of the Company, the Company is in arrears of its obligations to Blackstone in a total amount
equal to $187,403 at September 30, 2012 (“Outstanding Remuneration”); and


 


WHEREAS, in his
role as the Chief Accounting Officer of the Company, the Company paid Blackstone during February 2013 for his services for October
2012 and November 2012; and


 


WHEREAS, in his
role as the Chief Accounting Officer of the Company, the Company and Blackstone hereby agree that the Company owes Blackstone for
services for the months of December 2012, January 2013, and February 2013 in a total amount of Twenty Thousand Five Hundred Dollars
($20,500) (“2013 Remuneration”); and


 


WHEREAS, the Parties
are desirous of entering into an Agreement for the satisfaction of the Outstanding Remuneration and the 2013 Remuneration.


 


NOW THEREFORE,
intending to be legally bound hereby and in consideration of the covenants herein contained, the Parties hereto agree as follows:


 


1.           Incorporation
by Reference. The Parties incorporate herein in its entirety the Background section as though it was set forth at length herein.


 




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2.           Remuneration.


 


2.1.          The
Company shall pay Blackstone the 2013 Remuneration of Twenty Thousand Five Hundred Dollars ($20,500) within two (2) business days
of the execution by the Parties of this Second Amendment.


 


2.2.          Within
five (5) days of the Closing of the Far East Investment, LLC, Stock Purchase Agreement (“SPA”), the Company will pay
Blackstone Forty Thousand Dollars ($40,000). The remainder of the Outstanding Remuneration (“Residual Amount”) shall
be paid to Blackstone as follows:


 


2.3.          The
Company shall pay Blackstone not less than Five Thousand Dollars ($5,000) per month towards the satisfaction of the Residual Amount
on or before the tenth of each month commencing April 10, 2013. Any unpaid balance at March 31, 2015 shall be paid on or before
April 10, 2015.


 


2.4.          The
Company shall pay all invoices submitted by Blackstone for services performed on behalf of the Company commencing with services
for March 2013 in accordance with his Amended Employment Agreement within fifteen (15) days of receipt the invoice.


 


3.           Prepayment.


 


3.1.          To
the extent permitted in a financing greater than Five Million Dollars ($5 Million) or the sale of assets resulting in net revenues
to the Company of Five Million Dollars ($5 Million) or more, the Company will satisfy the remaining Residual Account.


 


3.2.          The
Company has the right to prepay in whole or in part the unpaid portion of the Residual Amount outstanding from time to time.


 




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3.3.        Blackstone
agrees that for so long as the Company is not in default of payments due under Article 2 and Paragraphs 3.1 and 3.2 above Blackstone
shall have no right to demand payment of the unpaid balance of the outstanding Residual Amount existing from time to time through
April 10, 2015.


 


4.           Events
of Default.


 


4.1.        The
following shall constitute an Event of Default under this Agreement.


 


4.1.1.  the
failure by Company to pay any amount due hereunder when due, in which such failure is not remedied in full within 15 days written
notice from Blackstone;


 


4.1.2.  the
commencement by the Company of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or
any other applicable Federal or state bankruptcy, insolvency or other similar law (in each such case unless such petition for relief
shall have been withdrawn within 30 days of its filing), or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or for any substantial part of
its property;


 


4.1.3.  the
entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Company in an involuntary
case under the Federal Bankruptcy Code, as now or hereafter constituted or hereafter amended, or any other applicable federal or
state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Company or for any substantial part of its property, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order unstayed and in effect for a period of thirty (30) consecutive days; and


 




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4.1.4.  the
liquidation, dissolution or winding up of the Company, a sale of all or substantially all the assets of the Company, or a merger
of the Company with and into another entity, or of another entity with and into the Company, where the holders of a majority of
the Company’s voting securities prior to such merger hold less than a majority of the voting securities of the entity surviving
such merger.


 


4.2.         Notice
of Event of Default.


 


4.2.1.  The
Company shall give Blackstone prompt written notice of the occurrence of an “Event of Default” as set forth in Paragraph
4.1 above.


 


5.          Remedies
in the Event of Default. At any time after an Event of Default has occurred and has not been cured or waived within the applicable
grace period, Blackstone may, in addition to any right or remedy he may have at law or in equity, declare the unpaid portion of
the Residual Amount Remuneration then due and owing, plus any other amount due and owing under Article 2 above to be immediately
due and payable, without presentment, demand, protest or other notices of any kind.


 




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6.           Stand
Still.


 


6.1.          The
Parties agree that for so long as an Event of Default has not occurred or, should an Event of Default have occurred and has been
cured or waived within the applicable grace period, Blackstone shall take no action to demand payment of the unpaid portion of
the Residual Amount or other payment obligation of the Company under Article 2 hereof through April 10, 2015, and that the payments
made pursuant to Articles 2 and 3 hereof shall be Blackstone’s sole remedy hereunder.


 


7.           Miscellaneous.


 


7.1.          Notices.
Any notice required hereby shall be in writing, shall be effective upon receipt, may be sent by facsimile transmission, or original
document by hand delivery, overnight courier or certified mail, return receipt requested, postage prepaid to the address set forth
below. The original of any notice sent by facsimile transmission shall be delivered to the addressee by the close of the business
day next following the date of the facsimile transmission.


 


All notices shall be
sent to:


 


If to the
Company:


 


Daleco
Resources Corporation





17 Wilmont Mews, 5th
Floor 


West Chester, PA 19382


FAX NO: 610-429-0818


ATTN: Gary J. Novinskie


E-mail: gnovinskie@dalecoresources.com


 


With a copy to:


 


Ehmann, Van Denbergh & Trainor,
P.C.


Two Penn Center Plaza, Suite
220


1500 John F. Kennedy Boulevard


Philadelphia, PA 19102


FAX NO: 215-851-9820


ATTN: C. Warren Trainor


E-mail: wtrainor@evt.net


 




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If to Employee:


 


Richard Blackstone


4846 Sarasota Drive


Hilliard, OH 43026-9098


FAX NO: 614-876-4326


E-mail: rwblackstone@sbcglobal.net


 


		With a copy to:	James G. Ryan



Bailey Cavalieri LLC


10 West Broad Street


Suite 2100


Columbus, OH 43215


FAX NO: 614-221-0479 


E-Mail:Jamie.ryan@baileycavalieri.com


 


Any party may change
its address for notice by giving the other party ten (10) days notice of such change.


 


7.2.          Entire
Agreement. This Agreement constitutes the full and complete agreement of the Parties with respect to the subject matter of
this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than
those expressly set forth herein. This Agreement supersedes all prior negotiations, agreements and understandings between the Parties,
whether written or oral, with respect to the subject matter of this Agreement.


 


7.3.          No
Party Drafter. The Parties hereto agree that this Agreement is the product of negotiation between the Parties, that counsel
during its negotiations has represented each and that neither Party shall be deemed the drafter hereof.


 




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7.4.          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without
giving effect to conflict of laws provisions.


 


7.5.          Severability
of Provision. It is specifically understood and agreed that any breach of the provisions of this Agreement by any person subject
hereto will result in irreparable injury to the other Parties hereto, that the remedy at law alone will be an inadequate remedy
for such breach, and that, in addition to any other remedies which they may have, such other Parties may enforce their respective
rights by actions for specific performance (to the extent permitted by law). Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement
shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition
or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions
of this Agreement.


 


7.6.          Survival
of Provisions. The provisions of this Agreement set forth in Paragraphs 1 though 7 shall survive the termination or non-renewal
of Blackstone’s employment with the Company.


 


7.7.          Multiple
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all
of which shall constitute the same Agreement.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


	 	Daleco Resources Corporation
	 	 	 
	 	By:	/s/  MICHAEL D. PARRISH
	 	Michael D. Parrish
	 	Chief Executive Officer
	 	 	 
	 	By:	/s/ DAVID A. GRADY
	 	David A. Grady
	 	On behalf of the Compensation Committee
	 	 	 
	 	/s/  RICHARD W. BLACKSTONE
	 	Richard W. Blackstone


 




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