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Exhibit 4.6.8
Certificate # T-1
# of Taylor Warrants 1,000,000
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This Is To Certify That: TERRY TAYLOR AND TOMAHAWK
TRADING CORP.
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Is The Owner of: ONE
MILLION (1,000,000) COMMON STOCK PURCHASE WARRANTS
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Global Resource Corporation - Taylor Common Stock Purchase
Warrant
FOR VALUE RECEIVED, Global Resource Corporation, a Nevada
corporation (the
"Company"), whose address is 408 Bloomfield Drive, Unit # 1, West
Berlin, New
Jersey, 08091 grants the following rights to the above
("Holder").
As used herein, the following terms shall have the following
meanings,
unless the context shall otherwise require: (a) "Common Stock"
shall mean the
common stock, par value $0.001, of the Company. (b) "Corporate
Office" shall
mean the office of the Company (or its successor) at which at any
particular
time its principal business shall be administered, which office is
located at
the date hereof at 408 Bloomfield Drive, Unit # 1, West Berlin, New
Jersey
08091. (c) "Exercise Date" shall mean any date upon which the
Holder shall give
the Company a Notice of Exercise, which shall be deemed the date
the Notice of
Exercise was first deposited in the U.S. Mails, if mailed, or the
date received
by the courier company if delivered by recognized courier company,
or the date
received by the Company if otherwise given or delivered. (d)
"Exercise Price"
shall mean the price to be paid to the Company for each share of
Common Stock to
be purchased upon exercise of this Warrant in accordance with the
terms hereof,
which shall be $1.50 per share. (e) "Expiration Date" shall mean
5:00 PM
(Eastern Time) on December 31, 2008. (f) "SEC" shall mean the
United States
Securities and Exchange Commission. (g) Settlement and Termination
Agreement
shall mean the settlement and termination agreement among the
Company, Patrick
F. Hogan, Frank G. Pringle, Terence M. Taylor and Tomahawk Trading
Corp.
2.1 EXERCISE OF WARRANT: This Warrant shall entitle Holder to
purchase one
million (1,000,000) share of Common Stock (the "Shares") at the
Exercise Price,
subject to compliance with all of the terms and conditions of the
Settlement and
Termination Agreement. This Warrant shall be exercisable at any
time and from
time to time prior to the Expiration Date (the "Exercise Period")
upon
execution. This Warrant and the right to purchase the Shares
hereunder shall
expire and become void at the Expiration Date.
2.2 MANNER OF EXERCISE: (a) Holder may exercise the Warrant at any
time and from
time to time during the Exercise Period by delivering to the Escrow
Agent as
defined under the Settlement and Termination Agreement to the
address of the
Escrow Agent specified therein (i) a duly executed Notice of
Exercise in
substantially the form attached as Appendix 1 hereto and (ii) a
bank cashier's
or certified check for the aggregate Exercise Price for all, but
not less than
all, of the Shares being purchased, and (iii) the simultaneous
payment to the
Escrow Agent of all other sums required under the Settlement and
Termination
Agreement. (b) From time to time upon exercise of this Warrant in
accordance
with its terms, the Company will cause its transfer agent to cou
