GLOBAL RESOURCE CORP Files SEC form 8-K, Entry into a Material Definitive Agreement, Material Modification to Rights

Item 1.01. Entry into a Material Definitive Agreement.
The Board of Directors (the "Board") of Global Resource Corporation (the "Company") declared a dividend, payable to stockholders of record on March 11, 2010 (the "Record Date"), of one right (a "Right") per each share of outstanding Common Stock of the Company, par value $0.001 per share ("Common Stock"), to purchase 1/1,000th of a share of Series I Preferred Stock, par value $0.001 per share, of the Company (the "Preferred Stock"), at a price of $100.00 per share (such amount, as may be adjusted from time to time as provided in the Rights Agreement, the "Purchase Price"). In connection therewith, the Company entered into a Rights Agreement, dated March 11, 2010 (as the same may be amended from time to time, the "Rights Agreement") with Olde Monmouth Stock Transfer Co., Inc., as Rights Agent (the "Rights Agent").

The following summary of the Rights Agreement is a general description only and is qualified in its entirety by the full text of the Rights Agreement which is attached as Exhibit 4.1 hereto and incorporated by reference herein.

Effectiveness. The Rights Agreement became effective on March 11, 2010 (the "Effective Date"). Upon and following the Effective Date, Rights will be issued in respect of all outstanding shares of Common Stock on the Record Date, and for all shares of Common Stock issued after the Record Date and, subject to the next sentence, prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights or the Expiration Date (as defined below). Rights may be distributed with respect to shares of Common Stock issued after the Distribution Date only in certain limited circumstances as described in the Rights Agreement (such as the issuance of Common Stock pursuant to stock options, employee compensation or benefit plans and convertible securities).

Term. The Rights will expire on the third anniversary of the date the Rights Agreement is entered into (the "Expiration Date"), unless earlier redeemed or canceled by the Company as provided below.

Exercisability. Initially, the Rights will not be exercisable. The Rights will become exercisable upon the earlier of the following dates (such date, the "Distribution Date"):

� such date the Company learns that a person or group (including any affiliates or associate of such person or group) has acquired, or obtained the right to acquire, beneficial ownership (as defined in the Rights Agreement) of more than 20% of the outstanding Common Stock of the Company (or, in the case of any person with beneficial ownership of more than 20% at the time the Rights Agreement is entered into, any additional Common Stock is acquired by such person (except upon exercise of certain stock options or vesting of restricted shares)) (any person or group specified in the foregoing bullet point, an "Acquiring Person"); and

� such date, if any, as may be designated by the Board following the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding Common Stock which could result in a person or group becoming the beneficial owner of more than 20% of the outstanding Common Stock of the Company.

Rights Certificates and Detachability. Prior to the Distribution Date, the Rights will be represented by the certificates for shares of Common Stock, and the Rights will be transferable only with the related Common Stock certificates and will be automatically transferred with any transfer of the related Common Stock. After the Distribution Date, the Rights will "detach" from the Common Stock and will be separately transferable.