X0303 4 2010-02-01 0001128949 Global Resource CORP GBRC 0001376961 Andrews Jeff C/O GLOBAL RESOURCE CORPORATION 1000 ATRIUM WAY, SUITE 100 MOUNT LAUREL, NJ 08054 0 1 0 0 CFO and Treasurer Common Stock 2010-02-02 4 J 0 250000 A 355000 D Common Stock 2010-02-05 4 J 0 250000 A 605000 D Options 1.18 2010-02-01 4 J 0 1000000 D Common Stock 1000000 0 D Warrant 1.18 2010-02-01 4 J 0 1 A 2013-01-31 Common Stock 1000000 1 D On February 9, 2010, the Issuer and the Reporting Person entered into a Consulting Services Agreement, effective February 1, 2010 (the "Consulting Agreement"), pursuant to which, among other things, the Issuer acknowledged that it owed the Reporting Person $139,000 for past services performed by the Reporting Person outside the scope of his employment with the Company and consequently agreed to issue to the Reporting Person (i) 250,000 shares of Common Stock previously registered under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 and (ii) 250,000 shares of Common Stock not registered under the Securities Act, which shares were issued February 2, 2010 and February 5, 2010, respectively. These stock options were originally issued by the Issuer to the Reporting Person on September 15, 2008 pursuant to an employment agreement with the Reporting Person (the "Options"). Subject to stockholder approval of the plan pursuant to which they were issued, the Options vested or were to vest 200,000 per year on the September 23rd of each of 2008 through 2012 and expire ten years from their vesting dates. Pursuant to the Consulting Agreement, the Options were replaced with a Warrant to purchase 1,000,000 shares of the Issuer's Common Stock at $1.18 per share, of which 400,000 is immediately exercisable and the remainder of which is exercisable on January 31, 2011, except that the Warrant will become immediately exercisable in full in the event that the Issuer terminates the Consulting Agreement at any time or the Reporting Person terminates the Consulting Agreement after six months. Not applicable. /s/ Jeffrey J. Andrews 2010-02-19