NONNEGOTIABLE 2% SECURED CONVERTIBLE NOTE

EXHIBIT 10.4

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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.

NONNEGOTIABLE 2% SECURED CONVERTIBLE PROMISSORY NOTE

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$250,000 Ridgefield, Connecticut

January 31, 2005

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 two hundred fifty thousand dollars ($250,000) in

one installment due on January 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. Capitalized terms not otherwise

defined herein shall have the meaning set forth in that certain Securities

Purchase Agreement dated January 31, 2005 by and between the Maker and the

Payee.

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 $0.02.

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.

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3. Prepayment. If at any time the Market Price (as defined below) of the

Maker's Common Stock remains less than $0.03 cents for ten (10) consecutive

trading days, then at the written election of the Payee provided not later than

the 10th calendar day following the last day of such 10 trading day period, the

Maker shall within 60 days of the receipt of such election prepay the principal

amount outstanding at the time of such prepayment plus a premium (a "Prepayment

Premium") equal to 40% of the principal amount being prepaid plus accrued

interest. For the purposes of this Section 3, the "Market Price" shall equal the

closing price per share of the Common Stock on such date as reported by a

nationally recognized stock exchange price determined by the first of the

following clauses that applies: (a) if the Common Stock is then listed or quoted

on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National

Market, the Nasdaq SmallCap Market or the OTC Bulletin Board, the bid price per

share of the Common Stock on the primary market or exchange on which the Common

Stock is then listed or quoted; (b) if prices for the Common Stock are then

reported in the "Pink Sheets" published by the National Quotation Bureau

Incorporated (or a similar organization or agency succeeding to its functions of

reporting prices), the most recent bid price per share of the Common Stock so

reported; or (c) in all other cases, the fair market value of a share of Common

Stock as determined by an independent qualified appraiser selected in good faith

and paid for by the Payee.

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

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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