Exhibit 10.28


 


First Amendment to Employment Agreement


 


This First 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 Gary J. Novinskie, an individual, whose address is 705 Clover Ridge Drive, West Chester Pennsylvania, 19380 (“Novinskie”)(hereinafter,
the Company and Novinskie are sometimes collectively referred to as the “Parties” and individually as a “Party”).


 


Background


 


WHEREAS, the Company
and Novinskie entered into an Employment Agreement dated November 30, 2001 but effective as of October 1, 2001 (“Base Agreement”);
and


 


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


 


WHEREAS, the Company
is in arrears of its obligations to Novinskie in a total amount equal to $387,292 through September 30, 2012 (“Outstanding
Remuneration”); and


 


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


 


2.           Remuneration.


 


2.1.          Within
five (5) days of the Closing of the Far East Investment, LLC, Stock Purchase Agreement, the Company will pay Novinskie Forty Two
Thousand Five Hundred Dollars ($42,500).


 


2.2.          The
Company shall pay Novinskie’s salary as set by the Board of Directors from time to time in the ordinary course consistent
with the normal payroll policy of the Company.


 


3.           Prepayment.


 


3.1.          The
Company has the right to prepay in whole or in part the unpaid portion of the Outstanding Remuneration from time to time.


 


3.2.          Novinskie
agrees that for so long as the Company is current in its payment under Article 2 above that he has no right to demand payment of
the unpaid balance of the Outstanding Remuneration 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.


 




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4.1.1. the
failure by Company to pay any amount due hereunder within 30 days of the date(s) when due, which such failure is not remedied in
full within 30 days written notice from Novinskie;


 


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 Novinskie 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, Novinskie may, in addition to any right or remedy he may have at law or in equity, declare the unpaid portion of
the Outstanding 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.


 


6.          Stand
Still.


 


6.1.          The
Parties agree that unless a right exists under Article 5 above, which right shall take precedence over this Article 6, Novinskie
shall take no action to demand payment of the unpaid portion of the Outstanding Remuneration or other payment obligation of the
Company under Article 2 hereof and that the payments made pursuant to Articles 2 and 3 hereof shall be Novinskie’s sole remedy
hereunder.


 




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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:    Michael D. Parrish


 


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


 




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If to Employee:


 


Gary J. Novinskie 


705 Clover Ridge Drive


West Chester, Pa 19380


 


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.


 


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.


 




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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 Payment Obligations. The provisions of Articles 1 through 7 hereof shall survive the termination of Novinskie’s employment
contract with the Company for any reason.


 


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
	 	 	 
	 	/s/  GARY J. NOVINSKIE
	 	Gary J. Novinskie


 




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