Waiver

                                                                    EXHIBIT 10.3

                                                                    ------------

                             SOUTHBRIDGE PARTNERS LP

                                  July 8, 2005

To:   Global Matrechs, Inc.

Mr. Sheppard:

         This letter serves as notice that with respect to the outstanding

warrants issued by Global Matrechs, Inc. to Southbridge Partners LP ("SP") and

currently held by SP in connection with various financings (the "Warrants"), SP

hereby waives the obligation of Global to register shares of common stock

underling the Warrants in the Company's pending registration statement to be

filed a