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                                                                    EXHIBIT 10.7
                           GLOBAL RESOURCE CORPORATION

                2007 EMPLOYEES COMPENSATION AND STOCK OPTION PLAN

         THIS EMPLOYEES COMPENSATION AND STOCK OPTION PLAN,adopted by the Board
of Directors of Global Resource Corporation (the "Company") this day of
February, 2007,

WITNESSETH THAT:

         WHEREAS, the Company needs to conserve its cash and working capital and
it is desirable to have a plan which will permit the Company to (a) compensate
employees with shares of the Company's Common Stock in lieu of cash, and (b)
incentivize and compensate employees with stock options;

         WHEREAS, the Company desires to give its Board of Directors the
flexibility to compensate employees with either shares of the Company's Common
Stock or with stock options (Common Stock Purchase Options);

         WHEREAS, the Company desires to provide employees with stock options in
order to form a relationship with the option grantees and tie their compensation
to the Company and its business and its profitability;

NOW, THEREFORE, in order to carry out the foregoing purposes, the Board of
Directors of the Company hereby adopts this Employees Compensation and Stock
Option Plan, as follows:

                                    ARTICLE I
                                    THE PLAN

1. GENERAL. This Plan encompasses the grant, by the Company's Board of
Directors, of either (A) shares of the Company's Common Stock, or (B) options
for the purchase of shares of the Company's Common Stock. As such, this Plan
includes a Stock Option Plan as set forth in Article II and a Common Stock
Compensation Plan, as set forth in Article III. In each case, the Board of
Directors shall determine, in its discretion, whether to issue shares of Common
Stock or to issue Common Stock Purchase Options, or a combination thereof. If
the Board of Directors shall determine to issue shares of Common Stock, it shall
do so within the terms and conditions of Part II. If the Board of Directors
shall determine to issue Common Stock Purchase Options, it shall do so within
the terms and conditions of Part III. Finally, in the event of a combination of
compensation, the Board of Directors shall apply the applicable portion of each
Part.

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2. TOTAL NUMBER OF SHARES UNDER PLAN. The total number of shares issuable,
either directly or upon the exercise of options granted pursuant to this Plan,
shall be limited to Two Million Five Hundred Thousand (2,500,000).

3. TERM OF PLAN. The term of this Plan shall commence upon the date adopted by
the Board of Directors of the Company and shall end on that day five (5) years
from the commencement date. Termination of the Plan shall not, however,
terminate Common Stock Purchase Options granted under Part II, provided
nevertheless that all such options shall terminate on the earlier of (A) that
day five (5) years from the date of grant or (B) that day ten (10) years from
the commencement date.

4. AMENDMENT OF THE PLAN. The Board of Directors of the Company may from time to
time alter, amend, suspend or discontinue this Plan, or any part hereof, and
make rules for its administration, except that the Board of Directors shall not
amend the Plan in any manner which would have the effect of preventing options
issued under the Plan from being "incentive stock options" as defined in Section
422A of the Internal Revenue Code of 1986.

5. GRANTS OF SHARES AND/OR OPTIONS DISCRETIONARY. The granting of shares of
Common Stock or Common Stock Purchase Options under this Plan shall be entirely
discretionary with the Company's Board of Directors (or any committee appointed
by the Board of Directors as provided in this Plan and nothing in this Plan
shall be deemed to give any employee any right to participate in this Plan or to
receive shares or options.


                                     PART II
                          COMMON STOCK PURCHASE OPTIONS

1. PURPOSE. The purpose of this Part II of this Plan is to secure for the
Company and its stockholders the benefits which flow from providing corporate
officers, executives, and managerial employees ("key employees") with the
incentive inherent in common stock ownership. It is generally recognized that
stock option plans aid in retaining competent executives and employees and
furnish a device to attract executives and employess of exceptional ability to
the Company because of the opportunity offered to acquire a proprietary interest
in the business.

2. AMOUNT OF STOCK. The total number of shares of Common Stock to be subject to
options granted pursuant to this Plan on and after the commencement date of the
Plan shall not exceed 2,500,000 shares of the Company's Common Stock. This total
number of shares shall be reduced, from time to time, upon the issuance of
shares of Common Stock under Part III of this Plan or upon the reservation of


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shares for issuance upon the exercise of options granted under this Part II of
this Plan. This total number of shares shall also be subject to appropriate
increase or decrease in the event of a stock dividend upon, or a subdivision,
split-up, combination or reclassification of, the shares purchasable under such
options. In the event that options granted under this Plan shall lapse without
being exercised in whole or in part, other options may be granted covering the
shares not purchased under such lapsed options or the shares may be issued in
grants under Part III.

3. STOCK OPTION COMMITTEE. The Board of Directors may, from time to time,
appoint a Stock Option Committee (hereinafter called the "Committee"), to serve
under this Plan. The Committee shall consist of three or more directors. In the
absence of such a committee, the entire Board of Directors shall serve as the
Stock Option Committee, and all references in this Plan to the Committee" shall
refer to the entire Board of Directors.

4. ELIGIBILITY AND PARTICIPATION. Options may be granted pursuant to this Plan
to corporate officers, executives, and managerial employees of the Company and
any subsidiaries which may exist from time to time (hereinafter called
"employees"). From time to time the Committee shall select the employees to whom
options may be granted by the Board of Directors and shall determine the number
of shares to be covered by each option so granted. Future as well as present
employees (including officers, executives, and managerial employees who are
directors) shall be eligible to participate in the Plan. Directors who are not
officers, executives, or managerial employees of the Company or a subsidiary are
not eligible to participate in the Plan. No option may be granted under the Plan
after that day which is five (5) years from the commencement date. No individual
or entity shall be granted options having a value of more than $100,000 under
this Plan in any one fiscal year.

5. OPTION AGREEMENT. The terms and provisions of options granted pursuant to the
Plan shall be set forth in an agreement, herein called Option Agreement, between
the Company and the employee receiving the same. The Option may be in such form,
not inconsistent with the terms of this Plan, as shall be approved by the Board
of Directors.

6. PRICE. The purchase price per share of Common Stock purchasable under options
granted pursuant to the Plan shall not be less than 100 percent of the fair
market value at the time the options are granted. The purchase price per share
of Common Stock purchasable under options granted pursuant to this Plan to a
person who owns more than 10 percent of the voting power of the Company's voting

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stock shall not be less than 110 percent of the fair market value of such
shares, at the time the options are granted. For the purposes of the preceding
sentence (a) the employee shall be considered as owning the stock owned directly
or indirectly by or for himself, the stock which the employee may purchase under
outstanding options and the stock owned, directly or indirectly, by or for his
brothers and sisters (whether of the whole or half blood), spouse, ancestors,
and lineal descendants and (b) stock owned directly or indirectly, by or for a
corporation, partnership, estate, or trust shall be considered as being owned
proportionately by or for its shareholders, partners, or beneficiaries. For all
purposes of this Plan, the fair market value of the Common Stock of the Company
shall be determined in good faith at the time of the grant of any option by
decision of the Stock Option Committee. In making such determination, the Stock
Option Committee shall not take into account the effect of any restrictions on
the Common Stock other than restrictions which, by their terms, will never
lapse. The full purchase price of shares purchased shall be paid upon exercise
of the option. Under certain circumstances such purchase price per share shall
be subject to adjustment as referred to in Section 10 of this Plan.

7. OPTION PERIOD. No option granted pursuant to this Plan shall be exercisable
after (A) the expiration of five (5) years from the date the option is first
granted or (B) the expiration of ten (10) years from the commencement date of
this Plan. The expiration date stated in the Option Agreement is hereinafter
called the Expiration Date.

8. TERMINATION OF EMPLOYMENT. The Option Agreement shall provide that:

         (a) If prior to the Expiration Date the employee shall for any reason
         whatever, other than (1) his authorized retirement as defined in (b)
         below, or (2) his death, cease to be employed by the Company or a
         subsidiary, any unexercised portions of the option granted shall
         automatically terminate;

         (b) If prior to the Expiration Date the employee shall (1) retire upon
         or after reaching the age which at the time of retirement is
         established as the normal retirement age for employees of the Company
         (such normal retirement age now being 65 years) or (2) with the written
         consent of the Company retire prior to such age on account of physical
         or mental disability (such retirement pursuant to (1) or (2) being
         deemed an "authorized retirement") any unexercised portion of the
         option shall expire at the end of three (3) months after

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         such authorized retirement, and during such three months' period the
         employee may exercise all or any part of the then unexercised portion
         of the option; and

         (c) If prior to the Expiration Date the employee shall die (at a time
         when he is an officer, executive, or managerial employee the Company or
         a subsidiary or within three months after his authorized retirement),
         the legal representatives of his estate or a legatee or legatees shall
         have the privilege, for a period of six (6) months after his death, of
         exercising all or any part of the then unexercised portion of the
         option.

Nothing in (b) or (c) shall extend the time for exercising any option granted
pursuant to the Plan beyond the Expiration Date.

9. ASSIGNABILITY. The Option Agreement shall provide that the option granted
thereby shall not be transferable or assignable by the employee otherwise than
by will or by the laws of descent and distribution and during the lifetime of
the employee shall be exercisable only by him.

10. ADJUSTMENT IN CASE OF STOCK SPLITS, STOCK DIVIDENDS, ETC. The Option
Agreement may contain such provisions as the Board of Directors may approve as
equitable concerning the effect upon the option granted thereby and upon the per
share or per unit option price, of (a) stock dividends upon, or subdivisions,
split-ups, combinations or reclassifications of, the securities purchasable
under the option, or (b) proposals to merge or consolidate the Company or to
sell all or substantially all of its assets, or to liquidate or dissolve the
Company.

11. STOCK FOR INVESTMENT. In the absence of registration of the shares issuable
upon exercise of the Options granted hereunder, the Option Agreement shall
provide that the employee shall upon each exercise of a part of all of the
option granted represent and warrant that his purchase of stock pursuant to such
option is for investment only, and not with a view to distribution involving a
public offering.


                                    PART III
                         COMMON STOCK COMPENSATION PLAN

1. PURPOSE. The purpose of this Plan is to provide compensation in the form of
Common Stock of the Company, in lieu of cash, to eligible employees who have
previously rendered services or that will render services during the term of
this 2007 Employees Compensation and Stock Option Plan.

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2. ADMINISTRATION. (a) This Plan shall be administered by the Board of Directors
which may from time to time issue orders or adopt resolutions, not inconsistent
with the provisions of this Plan, to interpret the provisions and supervise the
administration of this Plan. The Company's President and Chief Financial Officer
shall make initial determinations as to which employees will be considered to
receive shares under this Plan, and will provide a list to the Board of
Directors. All final determinations shall be by the affirmative vote of a
majority of the members of the Board of Directors at a meeting called for such
purpose, or reduced to writing and signed by a majority of the members of the
Board. Subject to the Company's Bylaws, all decisions made by the Directors in
selecting eligible employees, establishing the number of shares, and construing
the provisions of this Plan shall be final, conclusive and binding on all
persons including the Corporation, its shareholders and employees.

(b) The Board of Directors may from time to time appoint a Part III Compensation
Committee, consisting of at least one Director and one officer, none of whom
shall be eligible to participate in the Plan while members of the Committee. The
Board of Directors may delegate to such Committee the power to select the
particular employees who are to receive shares, and to determine the number of
shares to be allocated to each such recipient.

(c) If the SEC Rules and or regulations relating to the issuance of Common Stock
under a Form S-8 should change during the term of this Plan, the Board of
Directors shall have the power to alter this Plan to conform to such changes.

3. ELIGIBILITY. (a) Shares shall be granted only to employees that are within
those classes for which Form S-8 is applicable.

(b) No individual or entity shall be granted more than 350,000 shares having
under this Plan in any one fiscal year.

4. Shares Subject to the Plan. The total number of shares of Common Stock to be
subject to options granted pursuant to this Plan on and after the commencement
date of the Plan shall not exceed 2,500,000 shares of the Company's Common
Stock. This total number of shares shall be reduced, from time to time, upon the
reservation of shares for issuance upon the exercise of options granted under
Part II of this Plan or upon the issuance of shares under this Part III. This
total number of shares shall also be subject to appropriate increase or decrease
in the event of a stock dividend upon, or a subdivision, split-up, combination
or reclassification of, the shares purchasable under such options. In the event
that options granted under Part II of this Plan shall lapse without

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being exercised in whole or in part, other options may be granted covering the
shares not purchased under such lapsed options or the shares may be issued in
grants under this Part III.


                                   ARTICLE IV
                                     GENERAL

1. GOVERNING LAW. All grants of Common Stock Purchase Options and/or shares of
Common Stock under this Plan shall be deemed to be made in New Jersey and all
disputes arising hereunder shall be governed and controlled by the laws of New
Jersey. In the event of any litigation arising from any Common Stock Purchase
Options granted under this Plan or any shares of Common Stock issued under this
Plan, jurisdiction and venue of any such litigation shall be in the state and/or
federal courts in New Jersey. Any person receiving shares or options hereunder
shall be deemed to have agreed to such provisions.

2. BENEFITS. This Plan shall be for the benefit of the Company and its
stockholders and no potential grantee or his/her/its personal representatives,
successors and, where applicable, assigns, shall have any rights, powers,
licenses, claims or other interest herein.

3. PARAGRAPH HEADINGS. The paragraph headings in this Plan are inserted for
convenience and identification only and are in no way intended to define or
limit the scope, extent, or intent of this Plan or any of the provisions hereof.

4. INTERPRETATION. It is the intent of the parties that this Agreement shall be
construed and interpreted, and that all questions arising hereunder shall be
determined in accordance with the provisions of the laws of the State of New
Jersey.




                            CERTIFICATION OF ADOPTION
                             (by Board of Directors)
         The undersigned, being the Chairman of the Board of Directors
and the Secretary of the Board of Directors of Global Resource
Corporation hereby certify that the foregoing Plan was adopted by
a unanimous vote of the Board of Directors on February _____, 2007.

                                                ________________________________
                                                Frank G. Pringle, Chairman

                                                ________________________________
                                                Jeffrey D. Andrews, Secretary

                                                ________________________________
                                                Frederick A. Clark, Director


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