Exhibit 99.2


                           GLOBAL RESOURCE CORPORATION

                                 CODE OF CONDUCT

PREAMBLE

This Code of Conduct (the "Code") applies to the directors, officers, management
executives and employees, including the chief executive officer, president,
vice-presidents, chief financial officer, treasurer, and secretary of Global
Resource Corporation (the "Company"). This Code is intended to comply with the
requirements of Rule 4350(n) of NASDAQ's corporate governance standards. This
Code is in addition to the Code of Ethics which only applies to certain
designated officers ("senior financial officers"). In the event of a conflict
between this Code and the Code of Ethics, affected senior financial officers
should adhere to the provisions of the Company's Code of Ethics. Any departure
from this Code of Conduct by any director, officer or executive officer must be
approved by the Board of Directors or a committee designated by the Board of
Directors. All such departures shall be disclosed as required by the rules of
the exchange or trading facility on which the Company's Common Stock is traded
and the rules and regulations of the Securities and Exchange Commission. Each
director, officer, management executive and employee is expected to adhere at
all times to this Code of Conduct, the Code of Ethics, the Insider Trading
Policy and the Company's other policies and procedures pertaining to corporate
governance.

This Code addresses the Company's commitment to the honesty, integrity and
ethical behavior of the Company's directors, officers, management executives and
employees. These qualities are essential to the Company's reputation and
success. The Company must conduct its business affairs with the highest
standards of honesty and integrity. Each of the Company's directors, officers,
management executives and employees is not only expected to conduct his/her
business affairs with the highest standards of honesty and integrity, as well as
to apply such standards to consultants and other third parties dealing with them
or the Company, but also to respect the rights of his/her fellow directors,
officers, management executives, and employees, as well as third parties dealing
with them or the Company.

As a director, officer, management executive and/or employee of the Company,
your actions must be free from discrimination, libel, slander and harassment.
Misconduct cannot be excused because it was directed or requested by another
party. If you are ever unsure of the appropriate action, you are encouraged to
take advantage of the Company's "open door" and informal environment and raise
your concerns with appropriate management personnel.


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All persons subject to this Code shall, to the best of their knowledge and
ability, adhere to and advocate the following principles and responsibilities
governing their professional/business conduct. The failure to adhere to the Code
will result in disciplinary action deemed appropriate by supervisory personnel
or by the Company's Board of Directors, which action may include written notice
in your personnel file, censure or reprimand by the Board of Directors, demotion
or reassignment, suspension with or without pay or benefits, and termination of
employment; the provisions of this Code will be enforced consistently from case
to case.

PRECEPTS OF THE CODE

All Company directors, officers, management executives, and employees shall:

         1. Act with honesty and integrity and ethically handle all actual or
apparent conflicts of interest between personal and professional/business
relationships.

         2. Endeavor to provide information that is full, fair, accurate,
timely, and understandable in all reports and documents that the Company files
with, or submits to, the Securities and Exchange Commission or which will be the
basis for, or become part of, other filings or communications made by the
Company.

         3. Endeavor to faithfully comply with all laws, rules and regulations
of federal, state, and local governments, and all applicable regulatory agencies
and authorities.

         4. Proactively promote ethical behavior among peers and subordinates in
the work place.

         5. Promptly report to the Audit Committee, the Company's legal counsel
or other appropriate persons any violation or suspected violation of this Code.

         6. Act in good faith, responsibly, with due care, competence and
diligence and not knowingly or recklessly misrepresent material facts or allow
their independent judgments to be subordinated.

         7. Not use confidential information acquired in the course of their
work for personal advantage and not buy or sell the Company's securities in
violation of the federal and state securities laws or the Company's Insider
Trading Policy.

         8. Act responsibly in their use of and control over the Company's
assets and resources.

CONFLICTS OF INTEREST

A "conflict of interest" occurs when your private interest interferes or appears
to interfere in any way with the interests of the Company. You must avoid all
situations that might lead to a real or apparent material conflict of interest
between your self-interest and your duties and responsibilities as a director,
officer, management executive or employee of the Company. Any position or
interest, financial or otherwise, which could materially conflict with your
performance as a director, officer, management executive or employee of the
Company, or which affects, or could reasonably be expected to affect, your
independence of judgment concerning transactions between the Company, its
customers, suppliers or competitors, or otherwise reflects negatively on the

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Company, would be considered a conflict of interest. In addition, you may not
exploit your position or relationship to or with the Company for personal gain.
For example, there is a likely conflict of interest if you (i) cause the Company
to engage in business transactions with your relatives or friends; (ii) use
nonpublic, client, or vendor information for personal gain by you, relatives or
friends (including securities transactions based on, or while aware of, such
information); or (iii) compete or prepare to compete with the Company while
still employed by the Company. Related party transactions approved by the Board
of Directors or a committee thereof, upon full disclosure of the facts and your
involvement shall not be deemed a conflict of interest.

To avoid conflicts of interest, you should not:

         1. While employed by the Company, accept employment or engage in a
business (including consulting or similar arrangements) that may conflict with
the performance of your duties or the Company's interest.

         2. Act on behalf of the Company in any transaction in which you or your
immediate family has a significant direct or indirect financial interest.

         3. Solicit, demand, accept or agree to accept, anything of value (for
your personal benefit) from any person in conjunction with the performance of
your employment or duties at the Company.

CORPORATE INFORMATION AND OPPORTUNITIES

In the course of your employment by the Company, you will receive a variety of
confidential information either because you are required to have the information
in order to perform your duties or you are given the information by a co-worker.
Using confidential information about the Company or its business for personal
benefit or disclosing such information to others outside your normal duties is
prohibited. All non-public information about the Company should be considered
confidential.

In the course of your employment by the Company, you may become aware of an
opportunity, intended for the Company, which you could take advantage of, or
participate in, instead of giving it to the Company. Directors, officers,
management executives and employees are prohibited from personally benefitting
from opportunities that are offered, developed, discovered or of which they
otherwise become aware, which are intended for the Company. If, however, an
opportunity is presented to the Company, which the Company rejects, you may,
upon approval of the Board of Directors or a committee thereof, upon full
disclosure of the facts and your involvement, proceed with such opportunity.

GIFTS

There are certain limited situations in which you may accept a personal benefit
from someone with whom you transact business on behalf of the Company:


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         1. You may accept gifts not to exceed an aggregate annual total value
of $250 from any one individual or entity in recognition of commonly recognized
events or occasions (such as a promotion, new job, wedding, retirement, or
Christmas/Hanukkah/Kwanza holiday.

         2. You may accept something of value if the benefit is available to the
general public under the same conditions on which it is available to you.

         3. You may accept meals, travel arrangements and accommodations, and
entertainment (such as golf outings, sporting events, meals) of reasonable value
(not in excess of $250) in the course of a meeting, conference or other occasion
to conduct business or foster business relations.

FAIR DEALING

No director, officer, management executive or employee may take unfair advantage
of anyone, including the Company's employees, its customers, its suppliers and
even its competitors. Additionally, no one may take advantage of another through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practices.

Potential employees are expected, and all employees are required, to advise
appropriate personnel of the existence of any former employment agreement,
non-compete agreement, non-solicitation agreement, confidentiality agreement or
any similar agreement with a former employer that in any way, directly or
indirectly, restricts or prohibits the performance of any duties or
responsibilities of their proposed or actual positions with the Company. Copies
of any such agreements should be provided to the Company to permit evaluation of
the agreement in light of the former employer's position. In no event shall an
employee use any trade secrets, proprietary information, or other similar
intellectual property acquired in the course of his or her previous employment
with another employer in the performance of his or her duties for or an behalf
of the Company.

COMPANY PROPERTY

Directors, officers, management executives and employees must protect the
Company's property and assets and ensure their efficient and proper use.
Therefore, each director, officer, management executive and employee must (i)
safeguard the Company's property and assets from loss or theft and (ii) refrain
from taking or using such property for personal use unless such personal use has
been pre-approved either by the job description or the person's supervisor. The
Company's "property" includes not only tangible property, such as office
equipment and office supplies, but also intangible property such as proprietary
technology, intellectual property such as copyrighted material, software, and
computer software programs. You must appropriately secure all of the Company's
property within your control.

COVERING UP MISTAKES; FALSIFYING RECORDS

Mistakes should never be covered up; experience shows that most mistakes can be
corrected if caught promptly but tend to expand if ignored or covered up.
Therefore, mistakes should be immediately and fully reported to appropriate
members of the Company's management.


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Falsification of any Company, client/customer, or third party record is
prohibited.

REPORTING OF VIOLATIONS AND WRONGDOING

Anyone having evidence of an actual or potential violation of this Code should
report such evidence in accordance with the Company's "Whistleblower Policy". In
the case of directors, officers, and/or management executives, any such evidence
should be reported to the Audit Committee. In the case of non-executive
employees, any such evidence should be reported to (i) the chief financial
officer, or (ii) the Audit Committee, or (iii) the Company's legal counsel. The
Company's "Whistleblower Policy" provides protection from retaliation to persons
who report, in good faith, violations or potential violations of this Code, the
Company's Code of Ethics or the Insider Trading Policy. Reports of violations or
potential violations shall be investigated in accordance with the "Whistleblower
Policy".

CONCLUSION

The Company does not have an ethical reputation of its own, apart from the
behavior of its directors, officers, management executives, and employees. By
your and their actions and professional/business behavior, you create the
Company's reputation. And, that reputation is created in a
situation-by-situation system. You are encouraged to talk to supervisors,
managers or other appropriate personnel when in doubt about the best and ethical
course of action in any particular situation. While there are no universal
rules, when in doubt ask yourself the following questions:

         1. Would I be embarrassed or worse if my family read about this on the
front page of the morning paper or heard about in the TV news?

         2. Will my actions have the appearance of impropriety or conflict of
interest?

         3. Will my actions be questioned by my family, my supervisors, friends,
associates or the general public?

         4. Will my actions be consistent with my personal sense of ethics, or
am I trying to fool myself as to the propriety of my actions?

         5. Do I believe that my actions are proper and I will not embarrassed
or worse if the situation becomes general knowledge both inside and outside the
Company?

If you are uncomfortable with your answer to any of the above, you should not
take the contemplated actions without first discussing them with appropriate
management.