GLOBAL RESOURCE CORPORATION

                             2004 STOCK OPTION PLAN

      1. PURPOSE. The purpose of the Global Resource Corporation 2004 Stock
Option Plan (the "Plan") is to strengthen Global Resource Corporation, a Nevada
corporation ("Corporation"), by providing to employees, officers, directors,
consultants and independent contractors of the Corporation or any of its
subsidiaries (including dealers, distributors, and other business entities or
persons providing services on behalf of the Corporation or any of its
subsidiaries) added incentive for high levels of performance and unusual efforts
to increase the earnings of the Corporation. The Plan seeks to accomplish this
purpose by enabling specified persons to purchase shares of the common stock of
the Corporation, $.001 par value or the preferred stock of the Corporation,
$.001 par value, thereby increasing their proprietary interest in the
Corporation's success and encouraging them to remain in the employ or service of
the Corporation.

      2. CERTAIN DEFINITIONS. As used in this Plan, the following words and
phrases shall have the respective meanings set forth below, unless the context
clearly indicates a contrary meaning:

            2.1 "Board of Directors": The Board of Directors of the Corporation.

            2.2 "Committee": The Committee which shall administer the Plan shall
consist of the entire Board of Directors or a committee designated by the entire
Board.

            2.3 "Fair Market Value Per Share": The fair market value per share
of the Shares as determined by the Committee in good faith. The Committee is
authorized to make its determination as to the fair market value per share of
the Shares on the following basis: (i) if the Shares are traded only otherwise
than on a securities exchange and are not quoted on the National Association of
Securities Dealers' Automated Quotation System ("NASDAQ"), but are quoted on the
Bulletin Board, either (a) the average of the daily closing prices of the Shares
over the thirty (30) trading days preceding the date of grant of an Option, or
(b) the closing sale price of the Shares on the date of grant; (ii) if the
Shares are traded on a securities exchange or on the NASDAQ, either (a) the
average of the daily closing prices of the Shares during the ten (10) trading
days preceding the date of grant of an Option, or (b) the daily closing price of
the Shares on the date of grant of an Option, or (iii) if the Shares are traded
only otherwise than as described in (i) or (ii) above, or if the Shares are not
publicly traded, the value determined by the Committee in good faith based upon
the fair market value as determined by completely independent and well qualified
experts.

            2.4 "Option": A stock option granted under the Plan.

            2.5 "Incentive Stock Option": An Option intended to qualify for
treatment as an incentive stock option under Code Sections 421 and 422, and
designated as an Incentive Stock Option.

            2.6 "Nonqualified Option": An Option not qualifying as an Incentive
Stock Option.


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            2.7 "Optionee": The holder of an Option.

            2.8 "Option Agreement": The document setting forth the terms and
conditions of each Option.

            2.9 "Shares": The shares of common stock, $.001 par value, of the
Corporation, and the shares of preferred stock, $.001 par value, of the
Corporation, and any series thereof.

            2.10 "Code": The U.S. Internal Revenue Code of 1986, as amended.

            2.11 "Subsidiary": Any corporation of which fifty percent (50%) or
more of total combined voting power of all classes of stock of such corporation
is owned by the Corporation or another Subsidiary (as so defined).

      3. ADMINISTRATION OF PLAN.

            3.1 In General. This Plan shall be administered by the Committee.
Any action of the Committee with respect to administration of the Plan shall be
taken pursuant to (i) a majority vote at a meeting of the Committee (to be
documented by minutes), or (ii) the unanimous written consent of its members.

            3.2 Authority. Subject to the express provisions of this Plan, the
Committee shall have the authority to do the following: (i) construe and
interpret the Plan, decide all questions and settle all controversies and
disputes which may arise in connection with the Plan and to define the terms
used therein; (ii) prescribe, amend and rescind rules and regulations relating
to administration of the Plan; (iii) determine the purchase price of the Shares
covered by each Option and the method of payment of such price, individuals to
whom, and the time or times at which, Options shall be granted and exercisable
and the number of Shares covered by each Option; (iv) determine the terms and
provisions of the respective Option Agreements (which need not be identical);
(v) determine the duration and purposes of leaves of absence which may be
granted to participants without constituting a termination of their employment
for purposes of the Plan; and (vi) make all other determinations necessary or
advisable to the administration of the Plan. Determinations of the Committee on
matters referred to in this Section 3 shall be conclusive and binding on all
parties howsoever concerned. With respect to Incentive Stock Options, the
Committee shall administer the Plan in compliance with the provisions of Code
Section 422 as the same may hereafter be amended from time to time. No member of
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option.

      4. ELIGIBILITY AND PARTICIPATION.

            4.1 In General. Only officers, employees and directors who are also
employees of the Corporation or any Subsidiary shall be eligible to receive
grants of Incentive Stock Options. Officers, employees and directors (whether or
not they are also employees) of the Corporation or any Subsidiary, as well as
consultants, independent contractors or other service providers of the
Corporation or any Subsidiary shall be eligible to receive grants of
Nonqualified Options. Within the foregoing limits, the Committee, from time to


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time, shall determine and designate persons to whom Options may be granted. All
such designations shall be made in the absolute discretion of the Committee and
shall not require the approval of the shareholders. In determining (i) the
number of Shares to be covered by each Option, (ii) the purchase price for such
Shares and the method of payment of such price (subject to the other sections
hereof), (iii) the individuals of the eligible class to whom Options shall be
granted, (iv) the terms and provisions of the respective Option Agreements, and
(v) the times at which such Options shall be granted, the Committee shall take
into account such factors as it shall deem relevant in connection with
accomplishing the purpose of the Plan as set forth in Section 1. An individual
who has been granted an Option may be granted an additional Option or Options if
the Committee shall so determine. No Option shall be granted under the Plan
after August 30, 2014, but Options granted before such date may be exercisable
after such date.

            4.2 Certain Limitations. In no event shall Incentive Stock Options
be granted to an Optionee such that the sum of (i) aggregate fair market value
(determined at the time the Incentive Stock Options are granted) of the Shares
subject to all Options granted under the Plan which are exercisable for the
first time during the same calendar year, plus (ii) the aggregate fair market
value (determined at the time the options are granted) of all stock subject to
all other incentive stock options granted to such Optionee by the Corporation,
its parent and Subsidiaries which are exercisable for the first time during such
calendar year, exceeds One Hundred Thousand Dollars ($100,000). For purposes of
the immediately preceding sentence, fair market value shall be determined as of
the date of grant based on the Fair Market Value Per Share as determined
pursuant to Section 2.3.

      5. AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

            5.1 Shares. Subject to adjustment as provided in Section 5.2 below,
the total number of Shares to be subject to Options granted pursuant to this
Plan shall not exceed Twenty Five Million (25,000,000) Shares. Shares subject to
the Plan may be either authorized but unissued shares or shares that were once
issued and subsequently reacquired by the Corporation; the Committee shall be
empowered to take any appropriate action required to make Shares available for
Options granted under this Plan. If any Option is surrendered before exercise or
lapses without exercise in full or for any other reason ceases to be
exercisable, the Shares reserved therefore shall continue to be available under
the Plan.

            5.2 Adjustments. As used herein, the term "Adjustment Event" means
an event pursuant to which the outstanding Shares of the Corporation are
increased, decreased or changed into, or exchanged for a different number or
kind of shares or securities, without receipt of consideration by the
Corporation, through reclassification, stock split, reverse stock split, stock
dividend, stock consolidation or otherwise. Upon the occurrence of an Adjustment
Event, (i) appropriate and proportionate adjustments shall be made to the number
and kind of shares and exercise price for the shares subject to the Options
which may thereafter be granted under this Plan, (ii) appropriate and
proportionate adjustments shall be made to the number and kind of and exercise
price for the shares subject to the then outstanding Options granted under this
Plan, and (iii) appropriate amendments to the Option Agreements shall be
executed by the Corporation and the Optionees if the Committee determines that
such an amendment is necessary or desirable to reflect such adjustments. If


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determined by the Committee to be appropriate, in the event of an Adjustment
Event which involves the substitution of securities of a corporation other than
the Corporation, the Committee shall make arrangements for the assumptions by
such other corporation of any Options then or thereafter outstanding under the
Plan. Notwithstanding the foregoing, such adjustment in an outstanding Option
shall be made without change in the total exercise price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
number of shares, kind of shares and exercise price for each share subject to
the Option. The determination by the Committee as to what adjustments,
amendments or arrangements shall be made pursuant to this Section 5.2, and the
extent thereof, shall be final and conclusive. No fractional Shares shall be
issued under the Plan on account of any such adjustment or arrangement.

      6. TERMS AND CONDITIONS OF OPTIONS.

            6.1 Intended Treatment as Incentive Stock Options. Incentive Stock
Options granted pursuant to this Plan are intended to be "incentive stock
options" to which Code Sections 421 and 422 apply, and the Plan shall be
construed and administered to implement that intent. If all or any part of an
Incentive Stock Option shall not be an "incentive stock option" subject to
Sections 421 or 422 of the Code, such Option shall nevertheless be valid and
carried into effect. All Options granted under this Plan shall be subject to the
terms and conditions set forth in this Section 6 (except as provided in Section
5.2) and to such other terms and conditions as the Committee shall determine to
be appropriate to accomplish the purpose of the Plan as set forth in Section 1.

            6.2 Amount and Payment of Exercise Price.

                  6.2.1 Exercise Price. The exercise price per Share for each
Share which the Optionee is entitled to purchase under a Nonqualified Option
shall be determined by the Committee. The exercise price per Share for each
Share which the Optionee is entitled to purchase under an Incentive Stock Option
shall be determined by the Committee but shall not be less than the Fair Market
Value Per Share on the date of the grant of the Incentive Stock Option;
provided, however, that the exercise price shall not be less than one hundred
ten percent (110%) of the Fair Market Value Per Share on the date of the grant
of the Incentive Stock Option in the case of an individual then owning (within
the meaning of Code Section 425(d)) more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation or of its
parent or Subsidiaries.

                  6.2.2 Payment of Exercise Price. The consideration to be paid
for the Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Committee and may be made (a) in cash, (b)
by cashier's or certified check, (c) by surrender of previously owned shares of
the common stock or preferred stock valued pursuant to Section 2.3 (if the
Committee authorizes payment in stock in its discretion), (d) by withholding
from the Shares which would otherwise be issuable upon the exercise of the
Option that number of Shares equal to the exercise price of the Option, if such
withholding is authorized by the Committee in its discretion, (e) in the
discretion of the Committee, by the delivery to the Corporation of the
Optionee's promissory note secured by the Shares, bearing interest at a rate
sufficient to prevent the imputation of interest under Sections 483 or 1274 of
the Code, and having such other terms and conditions as may be satisfactory to
the Committee, (f) if the Optionee and the Corporation so agree, deliver to the
Optionee's NASD licensed broker-dealer and to the Corporation an irrevocable


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notice of exercise of the option, together with irrevocable instructions from
the Optionee to the Corporation to deliver the Shares to the broker-dealer, and
upon receipt of such notice, the Corporation shall immediately deliver to the
Ootionee broker-dealer the share certificate(s) representing the Shares so
purchased, and upon receipt of such certificate(s), the broker shall sell the
Shares and remit the purchase price for all Shares then being purchased, and any
withholding taxes to the Corporation., or (g) such other consideration and
method of payment for the Shares as may be permitted under applicable state and
federal laws.

            6.3 Exercise of Options.

                  6.3.1 Term of Option. Each Option granted under this Plan
shall be exercisable at such times and under such conditions as may be
determined by the Committee at the time of the grant of the Option and as shall
be permissible under the terms of the Plan; provided, however, in no event shall
an Incentive Stock Option be exercisable after the expiration of ten (10) years
from the date it is granted, and in the case of an Optionee owning (within the
meaning of Code Section 425(d)), at the time an Incentive Stock Option is
granted, more than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation or of its parent or Subsidiaries, such
Incentive Stock Option shall not be exercisable later than five (5) years after
the date of grant.

                  6.3.2 Full or Partial Exercise. An Optionee may purchase less
than the total number of Shares for which the Option is exercisable, provided
that a partial exercise of an Option may not be for less than One Hundred (100)
Shares and shall not include any fractional shares.

            6.4 Nontransferability of Options. All Options granted under this
Plan shall be nontransferable, either voluntarily or by operation of law,
otherwise than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by such Optionee.

            6.5 Effect of Termination of Employment or Other Relationship.
Except as otherwise determined by the Committee in connection with the grant of
Nonqualified Options, the effect of termination of an Optionee's employment or
other relationship with the Corporation on such Optionee's rights to acquire
Shares pursuant to the Plan shall be as follows:

                  6.5.1 Termination for Other than Death, Disability or Cause.
If an Optionee ceases to be employed by, or ceases to have a relationship with,
the Corporation for any reason other than for death, disability or cause, such
Optionee's Options shall expire not later than three (3) months thereafter.
During such three (3) month period and prior to the expiration of the Option by
its terms, the Optionee may exercise any Option granted to him, but only to the
extent such Options were exercisable on the date of termination of his
employment or relationship and except as so exercised, such Options shall expire
at the end of such three (3) month period unless such Options by their terms
expire before such date. The decision as to whether a termination for a reason
other than death, disability or cause has occurred, shall be made by the
Committee, whose decision shall be final and conclusive, except that employment
shall not be considered terminated in the case of sick leave or other bona fide
leave of absence approved by the Corporation.


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                  6.5.2 Death or Disability. If an Optionee ceases to be
employed by, or ceases to have a relationship with, the Corporation by reason of
death or disability, such Optionee's Options shall expire not later than one (1)
year thereafter. During such one (1) year period and prior to the expiration of
the Option by its terms, the Optionee may exercise any Option granted to him,
but only to the extent such Options were exercisable on the date the Optionee
ceased to be employed by, or ceased to have a relationship with, the Corporation
by reason of death or disability and except as so exercised, such Options shall
expire at the end of such one (1) year period unless such Options by their terms
expire before such date. The decision as to whether a termination by reason of
death or disability has occurred shall be made by the Committee, whose decision
shall be final and conclusive.

                  6.5.3 Termination for Cause. If an Optionee's employment by,
or relationship with, the Corporation is terminated for cause, such Optionee's
Option shall expire immediately; provided, however, the Committee may, in its
sole discretion, within thirty (30) days of such termination, waive the
expiration of the Option by giving written notice of such waiver to the Optionee
at such Optionee's last known address. In the event of such waiver, the Optionee
may exercise the Option only to such extent, for such time, and upon such terms
and conditions as if such Optionee had ceased to be employed by, or ceased to
have a relationship with, the Corporation upon the date of such termination for
a reason other than death, disability or cause. Termination for cause shall
include termination for insubordination, malfeasance or gross misfeasance in the
performance of duties or conviction of illegal activity in connection therewith
or any conduct detrimental to the interests of the Corporation or a Subsidiary.
The determination of the Committee with respect to whether a termination for
cause has occurred shall be final and conclusive.

            6.6 Withholding of Taxes. As a condition to the exercise, in whole
or in part, of any Options, the Board of Directors may in its sole discretion
require the Optionee to pay, in addition to the purchase price of the Shares
covered by the Option an amount equal to any Federal, state or local taxes that
may be required to be withheld in connection with the exercise of such Option.

            6.7 No Rights to Continued Employment or Relationship. Nothing
contained in this Plan or in any Option Agreement shall obligate the Corporation
to employ or have another relationship with any Optionee for any period or
interfere in any way with the right of the Corporation to reduce such Optionee's
compensation or to terminate the employment of or relationship with any Optionee
at any time.

            6.8 Time of Granting Options. The time an Option is granted,
sometimes referred to herein as the date of grant, shall be the day the
Corporation executes the Option Agreement; provided, however, that if
appropriate resolutions of the Committee indicate that an Option is to be
granted as of and on some prior or future date, the time such Option is granted
shall be such prior or future date.

            6.9 Privileges of Stock Ownership. No Optionee shall be entitled to
the privileges of stock ownership as to any Shares not actually issued and
delivered to such Optionee. No Shares shall be purchased upon the exercise of
any Option unless and until, in the opinion of the Corporation's counsel, any
then applicable requirements of any laws or governmental or regulatory agencies
having jurisdiction and of any exchanges upon which the stock of the Corporation
may be listed shall have been fully complied with.


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            6.10 Securities Laws Compliance. The Corporation will diligently
endeavor to comply with all applicable securities laws before any Options are
granted under the Plan and before any Shares are issued pursuant to Options.
Without limiting the generality of the foregoing, the Corporation may require
from the Optionee such investment representation or such agreement, if any, as
counsel for the Corporation may consider necessary or advisable in order to
comply with the Securities Act of 1933 as then in effect, and may require that
the Optionee agree that any sale of the Shares will be made only in such manner
as is permitted by the Committee. The Committee in its discretion may cause the
Shares underlying the Options to be registered under the Securities Act of 1933,
as amended, by the filing of a Form S-8 Registration Statement covering the
Options and Shares underlying such Options. Optionee shall take any action
reasonably requested by the Corporation in connection with registration or
qualification of the Shares under federal or state securities laws.

            6.11 Option Agreement. Each Incentive Stock Option and Nonqualified
Option granted under this Plan shall be evidenced by the appropriate written
Stock Option Agreement ("Option Agreement") executed by the Corporation and the
Optionee in a form substantially the same as the appropriate form of Option
Agreement attached as Exhibit I or II hereto (and made a part hereof by this
reference) and shall contain each of the provisions and agreements specifically
required to be contained therein pursuant to this Section 6, and such other
terms and conditions as are deemed desirable by the Committee and are not
inconsistent with the purpose of the Plan as set forth in Section 1.

      7. PLAN AMENDMENT AND TERMINATION.

            7.1 Authority of Committee. The Committee may at any time
discontinue granting Options under the Plan or otherwise suspend, amend or
terminate the Plan and may, with the consent of an Optionee, make such
modification of the terms and conditions of such Optionee's Option as it shall
deem advisable; provided that, except as permitted under the provisions of
Section 5.2, the Committee shall have no authority to make any amendment or
modification to this Plan or any outstanding Option thereunder which would: (i)
increase the maximum number of shares which may be purchased pursuant to Options
granted under the Plan, either in the aggregate or by an Optionee (except
pursuant to Section 5.2); (ii) change the designation of the class of the
employees eligible to receive Incentive Stock Options; (iii) extend the term of
the Plan or the maximum Option period thereunder; (iv) decrease the minimum
Incentive Stock Option price or permit reductions of the price at which shares
may be purchased for Incentive Stock Options granted under the Plan; or (v)
cause Incentive Stock Options issued under the Plan to fail to meet the
requirements of incentive stock options under Code Section 422. An amendment or
modification made pursuant to the provisions of this Section 7 shall be deemed
adopted as of the date of the action of the Committee effecting such amendment
or modification and shall be effective immediately, unless otherwise provided
therein, subject to approval thereof (1) within twelve (12) months before or
after the effective date by shareholders of the Corporation holding not less
than a majority vote of the voting power of the Corporation voting in person or
by proxy at a duly held shareholders meeting when required to maintain or
satisfy the requirements of Code Section 422 with respect to Incentive Stock
Options, and (2) by any appropriate governmental agency. No Option may be
granted during any suspension or after termination of the Plan.


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            7.2 Ten (10) Year Maximum Term. Unless previously terminated by the
Committee, this Plan shall terminate on August 30, 2014, and no Options shall be
granted under the Plan thereafter.

            7.3 Effect on Outstanding Options. Amendment, suspension or
termination of this Plan shall not, without the consent of the Optionee, alter
or impair any rights or obligations under any Option theretofore granted.

      8. EFFECTIVE DATE OF PLAN. This Plan shall be effective as of August 30,
2004, the date the Plan was adopted by the Board of Directors, subject to the
approval of the Plan by the affirmative vote of a majority of the issued and
outstanding Shares of capital stock of the Corporation represented and voting at
a duly held meeting at which a quorum is present within twelve (12) months
thereafter. The Committee shall be authorized and empowered to make grants of
Options pursuant to this Plan prior to such approval of this Plan by the
shareholders; provided, however, in such event the Option grants shall be made
subject to the approval of both this Plan and such Option grants by the
shareholders in accordance with the provisions of this Section 8.

      9. MISCELLANEOUS PROVISIONS.

            9.1 Exculpation and Indemnification. The Corporation shall indemnify
and hold harmless the Committee from and against any and all liabilities, costs
and expenses incurred by such persons as a result of any act, or omission to
act, in connection with the performance of such persons' duties,
responsibilities and obligations under the Plan, other than such liabilities,
costs and expenses as may result from the gross negligence, bad faith, willful
conduct and/or criminal acts of such persons.

            9.2 Governing Law. The Plan shall be governed and construed in
accordance with the laws of the State of Nevada and the Code.

            9.3 Compliance with Applicable Laws. The inability of the
Corporation to obtain from any regulatory body having jurisdiction authority
deemed by the Corporation's counsel to be necessary to the lawful issuance and
sale of any Shares upon the exercise of an Option shall relieve the Corporation
of any liability in respect of the non-issuance or sale of such Shares as to
which such requisite authority shall not have been obtained.

      IN WITNESS WHEREOF, this Plan has been adopted effective as of August 30,
2004.

                                        GLOBAL RESOURCE CORPORATION


                                        By: /s/ Richard Mangiarelli
                                            ------------------------------------
                                            Richard Mangiarelli, President


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                                    EXHIBIT I
                        INCENTIVE STOCK OPTION AGREEMENT

      THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into as of,
by and between GLOBAL RESOURCE CORPORATION, a Nevada corporation
("Corporation"), and _____________________ ("Optionee").

                                 R E C I T A L S

      A. On August 30, 2004, the Board of Directors of the Corporation adopted,
subject to the approval of the Corporation's shareholders, the Global Resource
Corporation 2004 Stock Option Plan (the "Plan").

      B. Pursuant to the Plan, on ________________, the Board of Directors of
the Corporation acting as the Plan Committee ("Committee") authorized granting
to Optionee options to purchase shares of the [common] [preferred] stock, $.001
par value, of the Corporation ("Shares") for the term and subject to the terms
and conditions hereinafter set forth.

                                A G R E E M E N T

      It is hereby agreed as follows:

      1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context
otherwise clearly requires, terms with initial capital letters used herein shall
have the meanings assigned to such terms in the Plan.

      2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee, options
("Options") to purchase all or any part of _________ Shares, upon and subject to
the terms and conditions of the Plan, which is incorporated in full herein by
this reference, and upon the other terms and conditions set forth herein.

      3. OPTION PERIOD. The Options shall be exercisable at any time during the
period commencing on the following dates (subject to the provisions of Section
17) and expiring on the date _____ (_) years from the date of grant, unless
earlier terminated pursuant to Section 7:

                  Number of Options             Date First Exercisable
                  -----------------             ----------------------

      4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee by
giving written notice to the Corporation of the election to purchase and of the
number of Shares Optionee elects to purchase, such notice to be accompanied by
such other executed instruments or documents as may be required by the Committee
pursuant to this Agreement, and unless otherwise directed by the Committee,
Optionee shall at the time of such exercise tender the purchase price of the
Shares he has elected to purchase. An Optionee may purchase less than the total
number of Shares for which the Option is exercisable, provided that a partial
exercise of an Option may not be for less than One Hundred (100) Shares. If
Optionee shall not purchase all of the Shares which he is entitled to purchase
under the Options, his right to purchase the remaining unpurchased Shares shall
continue until expiration of the Options. The Options shall be exercisable with
respect of whole Shares only, and fractional Share interests shall be
disregarded.

<PAGE>

      5. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each Share
which Optionee is entitled to purchase under the Options shall be ________ per
Share.

      6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of exercise
of the Options, Optionee shall tender payment of the purchase price for all
Shares then being purchased by one of the following methods:

            6.1   in cash;

            6.2   by certified or bank cashier's check payable to the
                  Corporation;

            6.3   by wire transfer pursuant to wire transfer instructions
                  provided by the Corporation;

            6.4   if the Committee, in its sole discretion, so permits, by
                  delivery by the Optionee of Shares. If the Optionee is so
                  permitted, and the Optionee elects to make payment with
                  Shares, the Optionee shall deliver to the Corporation
                  certificates representing the number of Shares in payment for
                  new Shares, duly endorsed for transfer to the Corporation,
                  together with any written representations relating to title,
                  liens and encumbrances, securities laws, rules and regulatory
                  compliance, or other matters, reasonably requested by the
                  Committee. The value of Shares so tendered shall be their Fair
                  Market Value Per Share on the date of the Optionee's notice of
                  exercise;

            6.5   by withholding from the Shares which would otherwise be
                  issuable upon the exercise of the Options that number of
                  Shares equal to the purchase price for all Shares then being
                  purchased. The value of Shares so withheld shall be their Fair
                  Market Value Per Share on the date of the Optionee's notice of
                  exercise;

            6.6   in the discretion of the Committee, by the delivery to the
                  Corporation of the Optionee's promissory note secured by the
                  Shares, bearing interest at a rate sufficient to prevent the
                  imputation of interest under Sections 483 or 1274 of the Code,
                  and having such other terms and conditions as may be
                  satisfactory to the Committee; or

            6.7   if the Optionee and the Corporation so agree, deliver to the
                  Optionee's NASD licensed broker-dealer and to the Corporation
                  a properly executed irrevocable notice of exercise of the
                  Option, together with irrevocable instructions from the
                  Optionee to the Corporation to deliver the Shares being
                  purchased to the broker-dealer and irrevocable instructions to
                  the Optionee's broker-dealer to promptly deliver to the
                  Corporation cash or a check payable and acceptable to the
                  Corporation to pay the purchase price. Upon receipt of such
                  notice, the Corporation shall immediately deliver to the
                  Optionee's broker-dealer the share certificate(s) representing
                  the Shares so purchased, and upon receipt of such


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<PAGE>

                  certificate(s), the broker shall sell the Shares and remit the
                  purchase price for all Shares then being purchased, and any
                  withholding taxes to the Corporation; provided that in the
                  event the optionee chooses to pay the purchase price as so
                  provided, the optionee and the broker shall comply with such
                  procedures and enter into such agreements of indemnity and
                  other agreements as the Committee shall prescribe as a
                  condition of such payment procedure; or

            6.8   By the optionee delivering to the Corporation a secured
                  promissory note if the Board has authorized the loan of funds
                  to the optionee for the purpose of enabling or assisting the
                  optionee to effect the exercise of the optionee's Stock
                  Option.

      Payment instruments will be received subject to collection. The delivery
of certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his stead in accordance with the provisions of the Stock
Option) by the Corporation of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Stock Option or
applicable provisions of laws.

      7. EFFECT OF TERMINATION OF EMPLOYMENT. If an Optionee's employment or
other relationship with the Corporation (or a Subsidiary) terminates, the effect
of the termination on the Optionee's rights to acquire Shares shall be as
follows:

            7.1 Termination for Other than Death, Disability or Cause. If an
Optionee ceases to be employed by, or ceases to have a relationship with, the
Corporation or a Subsidiary for any reason other than for death, disability or
cause, such Optionee's Options shall expire not later than three (3) months
thereafter. During such three (3) month period and prior to the expiration of
the Option by its terms, the Optionee may exercise any Option granted to him,
but only to the extent such Options were exercisable on the date of termination
of his employment or relationship and except as so exercised, such Options shall
expire at the end of such three (3) month period unless such Options by their
terms expire before such date. The decision as to whether a termination for a
reason other than disability, cause or death has occurred shall be made by the
Committee, whose decision shall be final and conclusive, except that employment
shall not be considered terminated in the case of sick leave or other bona fide
leave of absence approved by the Corporation.

            7.2 Death or Disability. If an Optionee ceases to be employed by, or
ceases to have a relationship with, the Corporation or a Subsidiary by reason of
disability (within the meaning of Code Section 22(e)(3)) or death, such
Optionee's Options shall expire not later than one (1) year thereafter. During
such one (1) year period and prior to the expiration of the Option by its terms,
the Optionee may exercise any Option granted to him, but only to the extent such
Options were exercisable on the date the Optionee ceased to be employed by, or
ceased to have a relationship with, the Corporation or Subsidiary by reason of
death or disability. The decision as to whether a termination by reason of
disability has occurred shall be made by the Committee, whose decision shall be
final and conclusive.


                                      -3-
<PAGE>

            7.3 Termination for Cause. If an Optionee's employment by, or
relationship with, the Corporation or a Subsidiary is terminated for cause, such
Optionee's Option shall expire immediately; provided, however, the Committee
may, in its sole discretion, within thirty (30) days of such termination, waive
the expiration of the Option by giving written notice of such waiver to the
Optionee at such Optionee's last known address. In the event of such waiver, the
Optionee may exercise the Option only to such extent, for such time, and upon
such terms and conditions as if such Optionee had ceased to be employed by, or
ceased to have a relationship with, the Corporation or a Subsidiary upon the
date of such termination for a reason other than disability, cause or death.
Termination for cause shall include termination for malfeasance or gross
misfeasance in the performance of duties or conviction of illegal activity in
connection therewith or any conduct detrimental to the interests of the
Corporation or a Subsidiary. The determination of the Committee with respect to
whether a termination for cause has occurred shall be final and conclusive.

      8. NONTRANSFERABILITY OF OPTIONS. The Options shall not be transferable,
either voluntarily or by operation of law, otherwise than by will or the laws of
descent and distribution and shall be exercisable during the Optionee's lifetime
only by Optionee.

      9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. As used herein, the term
"Adjustment Event" means an event pursuant to which the outstanding Shares of
the Corporation are increased, decreased or changed into, or exchanged for a
different number or kind of shares or securities, without receipt of
consideration by the Corporation, through reorganization, merger,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend, stock consolidation or otherwise. Upon the occurrence of an Adjustment
Event, (i) appropriate and proportionate adjustments shall be made to the number
and kind and exercise price for the shares subject to the Options, and (ii)
appropriate amendments to this Agreement shall be executed by the Corporation
and Optionee if the Committee determines that such an amendment is necessary or
desirable to reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the substitution
of securities of a corporation other than the Corporation, the Committee shall
make arrangements for the assumptions by such other corporation of the Options.
Notwithstanding the foregoing, any such adjustment to the Options shall be made
without change in the total exercise price applicable to the unexercised portion
of the Options, but with an appropriate adjustment to the number of shares, kind
of shares and exercise price for each share subject to the Options. The
determination by the Committee as to what adjustments, amendments or
arrangements shall be made pursuant to this Section 9, and the extent thereof,
shall be final and conclusive. No fractional Shares shall be issued on account
of any such adjustment or arrangement.

      10. NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing contained
in this Agreement shall obligate the Corporation to employ or have another
relationship with Optionee for any period or interfere in any way with the right
of the Corporation to reduce Optionee's compensation or to terminate the
employment of or relationship with Optionee at any time.

      11. TIME OF GRANTING OPTIONS. The time the Options shall be deemed
granted, sometimes referred to herein as the "date of grant," shall be
_______________.


                                      -4-
<PAGE>

      12. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not be entitled to the
privileges of stock ownership as to any Shares not actually issued and delivered
to Optionee. No Shares shall be purchased upon the exercise of any Options
unless and until, in the opinion of the Corporation's counsel, any then
applicable requirements of any laws, or governmental or regulatory agencies
having jurisdiction, and of any exchanges upon which the stock of the
Corporation may be listed shall have been fully complied with.

      13. SECURITIES LAWS COMPLIANCE. The Corporation will diligently endeavor
to comply with all applicable securities laws before any stock is issued
pursuant to the Options. Without limiting the generality of the foregoing, the
Corporation may require from the Optionee such investment representation or such
agreement, if any, as counsel for the Corporation may consider necessary in
order to comply with the Securities Act of 1933 as then in effect, and may
require that the Optionee agree that any sale of the Shares will be made only in
such manner as is permitted by the Committee. The Committee may in its
discretion cause the Shares underlying the Options to be registered under the
Securities Act of 1933 as amended by filing a Form S-8 Registration Statement
covering the Options and the Shares underlying the Options. Optionee shall take
any action reasonably requested by the Corporation in connection with
registration or qualification of the Shares under federal or state securities
laws.

      14. INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS. The Options granted
herein are intended to be "incentive stock options" to which Sections 421 and
422 of the Internal Revenue Code of 1986, as amended from time to time ("Code")
apply, and shall be construed to implement that intent. If all or any part of
the Options shall not be subject to Sections 421 and 422 of the Code, the
Options shall nevertheless be valid and carried into effect.

      15. PLAN CONTROLS. The Options shall be subject to and governed by the
provisions of the Plan. All determinations and interpretations of the Plan made
by the Committee shall be final and conclusive.

      16. SHARES SUBJECT TO LEGEND. If deemed necessary by the Corporation's
counsel, all certificates issued to represent Shares purchased upon exercise of
the Options shall bear such appropriate legend conditions as counsel for the
Corporation shall require.

      17. CONDITIONS TO OPTIONS.

            17.1 Compliance with Applicable Laws. THE CORPORATION'S OBLIGATION
TO ISSUE SHARES OF ITS CAPITAL STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY
CONDITIONED UPON THE COMPLETION BY THE CORPORATION OF ANY REGISTRATION OR OTHER
QUALIFICATION OF SUCH SHARES UNDER ANY STATE AND/OR FEDERAL LAW OR RULINGS OR
REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING OF SUCH
INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS BY THE
OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY WITH
THE REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR OTHER
QUALIFICATION OF SUCH SHARES WHICH THE COMMITTEE SHALL, IN ITS SOLE DISCRETION,
DEEM NECESSARY OR ADVISABLE. SUCH REQUIRED REPRESENTATIONS AND UNDERTAKINGS MAY
INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE OR ANY PERSON ENTITLED
TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES FOR DISTRIBUTION AND
(ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE OF ANY CERTIFICATES A
LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS WHICH HAVE BEEN GIVEN
TO THE COMMITTEE OR A REFERENCE THERETO.


                                      -5-
<PAGE>

            17.2 Shareholder Approval of Plan. IF THE OPTIONS GRANTED HEREBY ARE
GRANTED PRIOR TO APPROVAL OF THE PLAN BY THE SHAREHOLDERS OF THE CORPORATION
PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS MADE HEREBY IS
EXPRESSLY CONDITIONED UPON AND SUCH OPTIONS SHALL NOT BE EXERCISABLE UNTIL THE
APPROVAL OF THE PLAN BY THE SHAREHOLDERS OF THE CORPORATION IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 8 OF THE PLAN.

            17.3 Maximum Exercise Period. Notwithstanding any provision of this
Agreement to the contrary, the Options shall expire no later than ten years from
the date hereof or five years if, as of the date hereof, the Optionee owns or is
considered to own by reason of Code Section 425(d) more than 10% of the total
combined voting power of all classes of stock of the Corporation or any
Subsidiary or parent corporation of the Corporation.

      18. MISCELLANEOUS.

            18.1 Binding Effect. This Agreement shall bind and inure to the
benefit of the successors, assigns, transferees, agents, personal
representatives, heirs and legatees of the respective parties.

            18.2 Further Acts. Each party agrees to perform any further acts and
execute and deliver any documents which may be necessary to carry out the
provisions of this Agreement.

            18.3 Amendment. This Agreement may be amended at any time by the
written agreement of the Corporation and the Optionee.

            18.4 Syntax. Throughout this Agreement, whenever the context so
requires, the singular shall include the plural, and the masculine gender shall
include the feminine and neuter genders. The headings and captions of the
various Sections hereof are for convenience only and they shall not limit,
expand or otherwise affect the construction or interpretation of this Agreement.

            18.5 Choice of Law. The parties hereby agree that this Agreement has
been executed and delivered in the State of Nevada and shall be construed,
enforced and governed by the laws thereof. This Agreement is in all respects
intended by each party hereto to be deemed and construed to have been jointly
prepared by the parties and the parties hereby expressly agree that any
uncertainty or ambiguity existing herein shall not be interpreted against either
of them.

            18.6 Severability. In the event that any provision of this Agreement
shall be held invalid or unenforceable, such provision shall be severable from,
and such invalidity or unenforceability shall not be construed to have any
effect on, the remaining provisions of this Agreement.


                                      -6-
<PAGE>

            18.7 Notices. All notices and demands between the parties hereto
shall be in writing and shall be served either by registered or certified mail,
and such notices or demands shall be deemed given and made forty-eight (48)
hours after the deposit thereof in the United States mail, postage prepaid,
addressed to the party to whom such notice or demand is to be given or made, and
the issuance of the registered receipt therefor. If served by telegraph, such
notice or demand shall be deemed given and made at the time the telegraph agency
shall confirm to the sender, delivery thereof to the addressee. All notices and
demands to Optionee or the Corporation may be given to them at the following
addresses:

            If to Optionee:             _______________________________
                                        _______________________________
                                        _______________________________

            If to Corporation:          Global Resource Corporation
                                        18614 Resica Falls
                                        Houston, TX 77094
                                        Attn: Richard Mangiarelli, President

Such parties may designate in writing from time to time such other place or
places that such notices and demands may be given.

            18.8 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof,
this Agreement supersedes all prior and contemporaneous agreements and
understandings of the parties, and there are no warranties, representations or
other agreements between the parties in connection with the subject matter
hereof except as set forth or referred to herein. No supplement, modification or
waiver or termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall constitute a waiver of any other provision hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.

            18.9 Attorneys' Fees. In the event that any party to this Agreement
institutes any action or proceeding, including, but not limited to, litigation
or arbitration, to preserve, to protect or to enforce any right or benefit
created by or granted under this Agreement, the prevailing party in each
respective such action or proceeding shall be entitled, in addition to any and
all other relief granted by a court or other tribunal or body, as may be
appropriate, to an award in such action or proceeding of that sum of money which
represents the attorneys' fees reasonably incurred by the prevailing party
therein in filing or otherwise instituting and in prosecuting or otherwise
pursuing or defending such action or proceeding, and, additionally, the
attorneys' fees reasonably incurred by such prevailing party in negotiating any
and all matters underlying such action or proceeding and in preparation for
instituting or defending such action or proceeding.


                                      -7-
<PAGE>

      IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first set forth above.


                                        "CORPORATION"

                                        GLOBAL RESOURCE CORPORATION,
                                        a Nevada corporation

                                        By:
                                            ------------------------------------
                                            Richard Mangiarelli, President


                                        "OPTIONEE"


                                        ----------------------------------------


                                      -8-
<PAGE>

                                   EXHIBIT II
                      NON-QUALIFIED STOCK OPTION AGREEMENT

      THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into as
of ______________, by and between GLOBAL RESOURCE CORPORATION, a Nevada
corporation ("Corporation"), and ______________________ ("Optionee").

                                 R E C I T A L S

      A. On August 30, 2004, the Board of Directors of the Corporation adopted,
subject to the approval of the Corporation's shareholders, the Global Resource
Corporation 2004 Stock Option Plan (the "Plan").

      B. Pursuant to the Plan, on ______________, the Board of Directors of the
Corporation acting as the Plan Committee ("Committee") authorized granting to
Optionee options to purchase shares of the [common] [preferred] stock, $.001 par
value, of the Corporation ("Shares") for the term and subject to the terms and
conditions hereinafter set forth.

                                A G R E E M E N T

      It is hereby agreed as follows:

      1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context
otherwise clearly requires, terms with initial capital letters used herein shall
have the meanings assigned to such terms in the Plan.

      2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee, options
("Options") to purchase all or any part of ____________ Shares, upon and subject
to the terms and conditions of the Plan, which is incorporated in full herein by
this reference, and upon the other terms and conditions set forth herein.

      3. OPTION PERIOD. The Options shall be exercisable at any time during the
period commencing on the following dates (subject to the provisions of Section
18) and expiring on the date ______ (__) years from the date of grant, unless
earlier terminated pursuant to Section 7:

                  Number of Options             Date First Exercisable
                  -----------------             ----------------------

      4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee by
giving written notice to the Corporation of the election to purchase and of the
number of Shares Optionee elects to purchase, such notice to be accompanied by
such other executed instruments or documents as may be required by the Committee
pursuant to this Agreement, and unless otherwise directed by the Committee,
Optionee shall at the time of such exercise tender the purchase price of the
Shares he has elected to purchase. An Optionee may purchase less than the total
number of Shares for which the Option is exercisable, provided that a partial
exercise of an Option may not be for less than One Hundred (100) Shares. If
Optionee shall not purchase all of the Shares which he is entitled to purchase
under the Options, his right to purchase the remaining unpurchased Shares shall
continue until expiration of the Options. The Options shall be exercisable with
respect of whole Shares only, and fractional Share interests shall be
disregarded.


                                      -2-
<PAGE>

      5. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each Share
which Optionee is entitled to purchase under the Options shall be $________ per
Share.

      6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of exercise
of the Options, Optionee shall tender in cash or by certified or bank cashier's
check payable to the Corporation, the purchase price for all Shares then being
purchased; provided, however, the Board of Directors may, in its sole
discretion, permit payment by the Corporation of the purchase price in whole or
in part with Shares. If the Optionee is so permitted, and the Optionee elects to
make payment with Shares, the Optionee shall deliver to the Corporation
certificates representing the number of Shares in payment for new Shares, duly
endorsed for transfer to the Corporation, together with any written
representations relating to title, liens and encumbrances, securities laws,
rules and regulatory compliance, or other matters, reasonably requested by the
Board of Directors. The value of Shares so tendered shall be their Fair Market
Value Per Share on the date of the Optionee's notice of exercise. If the
Corporation is required to withhold any amount on account of any federal, state
or local tax imposed as a result of such exercise, the purchase price tendered
by such Optionee shall be accompanied by a certified or bank cashier's check
payable to the Corporation in the amount required to be withheld.

      7. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. If an
Optionee's employment or other relationship with the Corporation (or a
Subsidiary) terminates, the effect of the termination on the Optionee's rights
to acquire Shares shall be as follows:

            7.1 Termination for Other than Death, Disability or Cause. If an
Optionee ceases to be employed by, or ceases to have a relationship with, the
Corporation or a Subsidiary for any reason other than for death, disability or
cause, such Optionee's Options shall expire not later than three (3) months
thereafter. During such three (3) month period and prior to the expiration of
the Option by its terms, the Optionee may exercise any Option granted to him,
but only to the extent such Options were exercisable on the date of termination
of his employment or relationship and except as so exercised, such Options shall
expire at the end of such three (3) month period unless such Options by their
terms expire before such date. The decision as to whether a termination for a
reason other than disability, cause or death has occurred shall be made by the
Committee, whose decision shall be final and conclusive, except that employment
shall not be considered terminated in the case of sick leave or other bona fide
leave of absence approved by the Corporation.

            7.2 Death or Disability. If an Optionee ceases to be employed by, or
ceases to have a relationship with, the Corporation or a Subsidiary by reason of
disability (within the meaning of Code Section 22(e)(3)) or death, such
Optionee's Options shall expire not later than one (1) year thereafter. During
such one (1) year period and prior to the expiration of the Option by its terms,
the Optionee may exercise any Option granted to him, but only to the extent such
Options were exercisable on the date the Optionee ceased to be employed by, or
ceased to have a relationship with, the Corporation or Subsidiary by reason of
death or disability. The decision as to whether a termination by reason of
disability has occurred shall be made by the Committee, whose decision shall be
final and conclusive.


                                      -3-
<PAGE>

            7.3 Termination for Cause. If an Optionee's employment by, or
relationship with, the Corporation or a Subsidiary is terminated for cause, such
Optionee's Option shall expire immediately; provided, however, the Committee
may, in its sole discretion, within thirty (30) days of such termination, waive
the expiration of the Option by giving written notice of such waiver to the
Optionee at such Optionee's last known address. In the event of such waiver, the
Optionee may exercise the Option only to such extent, for such time, and upon
such terms and conditions as if such Optionee had ceased to be employed by, or
ceased to have a relationship with, the Corporation or a Subsidiary upon the
date of such termination for a reason other than disability, cause or death.
Termination for cause shall include termination for malfeasance or gross
misfeasance in the performance of duties or conviction of illegal activity in
connection therewith or any conduct detrimental to the interests of the
Corporation or a Subsidiary. The determination of the Committee with respect to
whether a termination for cause has occurred shall be final and conclusive.

      8. NONTRANSFERABILITY OF OPTIONS. The Options shall not be transferable,
either voluntarily or by operation of law, otherwise than by will or the laws of
descent and distribution and shall be exercisable during the Optionee's lifetime
only by Optionee.

      9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. As used herein, the term
"Adjustment Event" means an event pursuant to which the outstanding Shares of
the Corporation are increased, decreased or changed into, or exchanged for a
different number or kind of shares or securities, without receipt of
consideration by the Corporation, through reorganization, merger,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend, stock consolidation or otherwise. Upon the occurrence of an Adjustment
Event, (i) appropriate and proportionate adjustments shall be made to the number
and kind and exercise price for the shares subject to the Options, and (ii)
appropriate amendments to this Agreement shall be executed by the Corporation
and Optionee if the Committee determines that such an amendment is necessary or
desirable to reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the substitution
of securities of a corporation other than the Corporation, the Committee shall
make arrangements for the assumptions by such other corporation of the Options.
Notwithstanding the foregoing, any such adjustment to the Options shall be made
without change in the total exercise price applicable to the unexercised portion
of the Options, but with an appropriate adjustment to the number of shares, kind
of shares and exercise price for each share subject to the Options. The
determination by the Committee as to what adjustments, amendments or
arrangements shall be made pursuant to this Section 9, and the extent thereof,
shall be final and conclusive. No fractional Shares shall be issued on account
of any such adjustment or arrangement.

      10. NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing contained
in this Agreement shall obligate the Corporation to employ or have another
relationship with Optionee for any period or interfere in any way with the right
of the Corporation to reduce Optionee's compensation or to terminate the
employment of or relationship with Optionee at any time.

      11. TIME OF GRANTING OPTIONS. The time the Options shall be deemed
granted, sometimes referred to herein as the "date of grant," shall be
________________.


                                      -4-
<PAGE>

      12. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not be entitled to the
privileges of stock ownership as to any Shares not actually issued and delivered
to Optionee. No Shares shall be purchased upon the exercise of any Options
unless and until, in the opinion of the Corporation's counsel, any then
applicable requirements of any laws, or governmental or regulatory agencies
having jurisdiction, and of any exchanges upon which the stock of the
Corporation may be listed shall have been fully complied with.

      13. SECURITIES LAWS COMPLIANCE. The Corporation will diligently endeavor
to comply with all applicable securities laws before any stock is issued
pursuant to the Options. Without limiting the generality of the foregoing, the
Corporation may require from the Optionee such investment representation or such
agreement, if any, as counsel for the Corporation may consider necessary in
order to comply with the Securities Act of 1933 as then in effect, and may
require that the Optionee agree that any sale of the Shares will be made only in
such manner as is permitted by the Committee. The Committee may in its
discretion cause the Shares underlying the Options to be registered under the
Securities Act of 1933 as amended by filing a Form S-8 Registration Statement
covering the Options and the Shares underlying the Options. Optionee shall take
any action reasonably requested by the Corporation in connection with
registration or qualification of the Shares under federal or state securities
laws.

      14. INTENDED TREATMENT AS NON-QUALIFIED STOCK OPTIONS. The Options granted
herein are intended to be non-qualified stock options described in U.S. Treasury
Regulation ("Treas. Reg.") ss.1.83-7 to which Sections 421 and 422 of the
Internal Revenue Code of 1986, as amended from time to time ("Code") do not
apply, and shall be construed to implement that intent. If all or any part of
the Options shall not be described in Treas. Reg. ss.1.83-7 or be subject to
Sections 421 and 422 of the Code, the Options shall nevertheless be valid and
carried into effect.

      15. PLAN CONTROLS. The Options shall be subject to and governed by the
provisions of the Plan. All determinations and interpretations of the Plan made
by the Committee shall be final and conclusive.

      16. SHARES SUBJECT TO LEGEND. If deemed necessary by the Corporation's
counsel, all certificates issued to represent Shares purchased upon exercise of
the Options shall bear such appropriate legend conditions as counsel for the
Corporation shall require.

      17. CONDITIONS TO OPTIONS. THE CORPORATION'S OBLIGATION TO ISSUE SHARES OF
ITS CAPITAL STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY CONDITIONED UPON THE
COMPLETION BY THE CORPORATION OF ANY REGISTRATION OR OTHER QUALIFICATION OF SUCH
SHARES UNDER ANY STATE AND/OR FEDERAL LAW OR RULINGS OR REGULATIONS OF ANY
GOVERNMENTAL REGULATORY BODY, OR THE MAKING OF SUCH INVESTMENT REPRESENTATIONS
OR OTHER REPRESENTATIONS AND UNDERTAKINGS BY THE OPTIONEE OR ANY PERSON ENTITLED
TO EXERCISE THE OPTION IN ORDER TO COMPLY WITH THE REQUIREMENTS OF ANY EXEMPTION
FROM ANY SUCH REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES WHICH THE
COMMITTEE SHALL, IN ITS SOLE DISCRETION, DEEM NECESSARY OR ADVISABLE. SUCH
REQUIRED REPRESENTATIONS AND UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND
AGREEMENTS THAT THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION (i)
IS NOT PURCHASING SUCH SHARES FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED
UPON THE FACE AND REVERSE OF ANY CERTIFICATES A LEGEND SETTING FORTH ANY
REPRESENTATIONS AND UNDERTAKINGS WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A
REFERENCE THERETO.


                                      -5-
<PAGE>

      18. MISCELLANEOUS.

            18.1 Binding Effect. This Agreement shall bind and inure to the
benefit of the successors, assigns, transferees, agents, personal
representatives, heirs and legatees of the respective parties.

            18.2 Further Acts. Each party agrees to perform any further acts and
execute and deliver any documents which may be necessary to carry out the
provisions of this Agreement.

            18.3 Amendment. This Agreement may be amended at any time by the
written agreement of the Corporation and the Optionee.

            18.4 Syntax. Throughout this Agreement, whenever the context so
requires, the singular shall include the plural, and the masculine gender shall
include the feminine and neuter genders. The headings and captions of the
various Sections hereof are for convenience only and they shall not limit,
expand or otherwise affect the construction or interpretation of this Agreement.

            18.5 Choice of Law. The parties hereby agree that this Agreement has
been executed and delivered in the State of Nevada and shall be construed,
enforced and governed by the laws thereof. This Agreement is in all respects
intended by each party hereto to be deemed and construed to have been jointly
prepared by the parties and the parties hereby expressly agree that any
uncertainty or ambiguity existing herein shall not be interpreted against either
of them.

            18.6 Severability. In the event that any provision of this Agreement
shall be held invalid or unenforceable, such provision shall be severable from,
and such invalidity or unenforceability shall not be construed to have any
effect on, the remaining provisions of this Agreement.

            18.7 Notices. All notices and demands between the parties hereto
shall be in writing and shall be served either by registered or certified mail,
and such notices or demands shall be deemed given and made forty-eight (48)
hours after the deposit thereof in the United States mail, postage prepaid,
addressed to the party to whom such notice or demand is to be given or made, and
the issuance of the registered receipt therefor. If served by telegraph, such
notice or demand shall be deemed given and made at the time the telegraph agency
shall confirm to the sender, delivery thereof to the addressee. All notices and
demands to Optionee or the Corporation may be given to them at the following
addresses:

            If to Optionee:             _______________________________
                                        _______________________________
                                        _______________________________

<PAGE>

            If to Corporation:          Global Resource Corporation
                                        18614 Resica Falls
                                        Houston, TX 77094
                                        Attn: Richard Mangiarelli, President

Such parties may designate in writing from time to time such other place or
places that such notices and demands may be given.

            18.8 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof,
this Agreement supersedes all prior and contemporaneous agreements and
understandings of the parties, and there are no warranties, representations or
other agreements between the parties in connection with the subject matter
hereof except as set forth or referred to herein. No supplement, modification or
waiver or termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall constitute a waiver of any other provision hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.

            18.9 Attorneys' Fees. In the event that any party to this Agreement
institutes any action or proceeding, including, but not limited to, litigation
or arbitration, to preserve, to protect or to enforce any right or benefit
created by or granted under this Agreement, the prevailing party in each
respective such action or proceeding shall be entitled, in addition to any and
all other relief granted by a court or other tribunal or body, as may be
appropriate, to an award in such action or proceeding of that sum of money which
represents the attorneys' fees reasonably incurred by the prevailing party
therein in filing or otherwise instituting and in prosecuting or otherwise
pursuing or defending such action or proceeding, and, additionally, the
attorneys' fees reasonably incurred by such prevailing party in negotiating any
and all matters underlying such action or proceeding and in preparation for
instituting or defending such action or proceeding.

      IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first set forth above.


                                        "CORPORATION"

                                        GLOBAL RESOURCE CORPORATION,
                                        a Nevada corporation

                                        By:
                                            ------------------------------------
                                            Richard Mangiarelli, President


                                        "OPTIONEE"


                                        ----------------------------------------


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