2% SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.1

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND THE SAME HAVE BEEN (OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON CONVERSION HEREOF) ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER SUCH SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

2% SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Global Matrechs, Inc., a Delaware corporation (the " Maker "), hereby promises to pay to Southridge Partners LP (the " Payee ") the principal sum of eighty thousand dollars ($80,000) in one installment due on December 31, 2007 (the " Maturity Date ") together with interest from and after the date hereof at the rate of two percent (2%) per annum computed on the unpaid principal balance on the basis of a 360-day year. All payments made hereunder shall be made in immediately available funds. By acceptance of this Note, the Payee represents, warrants, covenants and agrees that it will abide by and be bound by its terms.

1.   Conversion . The Payee shall have the option at any time to convert all or a portion of the outstanding principal and interest on this Note into a number of shares of common stock, $0.001 par value per share (the " Common Stock ") equal to a fraction, the numerator of which shall be the amount of principal and interest being so converted and the denominator of which shall be equal to the Conversion Price (the " Conversion Shares "). "The " Conversion Price " shall be equal to eighty percent (80%) of the average of the five lowest closing bid prices for the ten (10) trading days immediately preceding the Conversion Date. The "Conversion Date" shall be defined as the date in which the Issuer receives written notice by Holder of its election to convert all or a portion of the Note pursuant to this Section 1.

2.   Restrictions on Conversion . Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Payee upon any conversion of this Note (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion, the total number of shares of Common Stock then beneficially owned by such Payee and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Payee’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

3.   Prepayment   The Maker shall have the right to redeem this Note at any time by providing written notice to the Payee by making a cash payment to the Payee of the outstanding principal amount of the Note multiplied by 120%, plus all accrued interest: Written notice to the Payee shall be received at least 5 business days prior to the date of redemption payment ("Redemption Date"). If the redemption payment is not made on or before the Redemption Date, the redemption notice shall be rendered null and void and the Payee thereafter shall have the right to convert any portion of the outstanding principal of the Note.

4.   Adjustment for Dividends, Distributions, Subdivisions, Combinations, Mergers, Consolidations or Sale of Assets .

(a)   Manner of Adjustment .

(i)   Stock Dividends, Distributions or Subdivisions . In the event the Maker shall issue shares of Common Stock in a stock dividend, stock distribution or subdivision, the Conversion Price in effect immediately before such stock dividend, stock distribution or subdivision shall, concurrently with the effectiveness of such stock dividend, stock distribution or subdivision, be proportionately decreased and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionately increased.

(ii)   Combinations or Consolidations . In the event the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Conversion Price in effect immediately prior to such combination or consolidation shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionately decreased.

(iii)   Adjustment for Reclassification, Exchange or Substitution . In the event that the class of securities issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the Payee shall have the right thereafter to convert this Note for the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by Payees of the number of shares of the class of securities into which such Note might have been convertible for immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.

(iv)   Adjustment for Merger, Consolidation or Sale of Assets . In the event that the Maker shall merge or consolidate with or into another entity or sell all or substantially all of its assets, this Note shall thereafter be convertible for the kind and amount of shares of stock or other securities or property to which a Payee of the number of shares of Common Stock of the Maker deliverable upon conversion of this Note would have been en