CONVERTIBLE NOTE

         NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
         HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED
         AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS
         PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE
         HARBOR THEREFROM.

No.                                                           US $75,000
         ----------------

                              GLOBAL MATRECHS, INC.

                              NOTE DUE JUNE 1, 2006

        THIS Note is a duly authorized issuance of $100,000 of GLOBAL MATRECHS,
INC.,F/K/A Homecom Communications, Inc., a corporation organized and existing
under the laws of the State of Delaware and located at 90 Grove Street, Suite
202, Ridgefield CT 06877 (the "Company") designated as its Convertible Note.

         FOR VALUE RECEIVED, the Company promises to pay to BRITTANY CAPITAL
MANAGEMENT LTD., the registered holder hereof (the "Holder"), the principal sum
of seventy five thousand and 00/100 Dollars (US $75,000) , plus accrued interest
in the amount of five percent (5%) per year for all outstanding principal on
June 1, 2006 (the "Maturity Date"). The principal plus accrued interest of this
Note is payable at the option of the Holder at any time, in shares of the
Company's common stock, $.001 par value per share ("Common Stock") as set forth
below, or in United States dollars, at the address last appearing on the Note
Register of the Company as designated in writing by the Holder from time to
time. The Company will pay the principal of this Note on the Maturity Date, less
any amounts required by law to be deducted, to the registered holder of this
Note as of the tenth day prior to the Maturity Date and addressed to such holder
at the last address appearing on the Note Register. The forwarding of such check
shall constitute a payment of principal hereunder and shall satisfy and
discharge the liability for principal on this Note to the extent of the sum
represented by such check plus any amounts so deducted.


         This Note is subject to the following additional provisions:

         1. The Note is issuable in denominations of Ten Thousand Dollars
(US$10,000) and integral multiples thereof, provided that the number of shares

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<PAGE>

to be issued upon conversion is a minimum of 3,000 (unless if at the time of
election to convert the number of shares of Common Stock issuable upon
conversion is less than 3,000). The Note is exchangeable for an equal aggregate
principal amount of Note of different authorized denominations, as requested by
the Holder surrendering the same. No service charge will be made for such
registration or transfer or exchange.

         1.A The Company shall have the right to redeem this Note at any time by
providing written notice to the holder by making a cash payment to the holder in
the amount of 130% of the outstanding principal amount of the Note, plus any
accrued interest. Written notice to the holder shall be received at least 5
business days prior to the date of redemption payment. Not withstanding receipt
of the notice from the Company, the holder shall have the right to convert any
portion of the outstanding principal of the Note up until the date of redemption
payment.

         2. The Holder of this Note is entitled at any time, at its option,
subject to the following provisions, to convert all or a portion of the
principal amount of this Note plus accrued interest into shares of Common Stock
at a conversion price for each share of Common Stock equal to the lesser of (a)
five cents ($0.05) or (b) the Current Market Price multiplied by eighty percent
(80%) (the "Conversion Price"). "Current Market Price" means the average closing
bid price of the Common Stock as reported by Bloomberg, LP or, if not so
reported, as reported on the over-the-counter market, for the five (5) trading
days ending on the trading day immediately before the relevant Conversion Date
(as defined below). The amount of shares issuable pursuant to a conversion shall
equal the principal amount (or portion thereof) of the Note to be converted
divided by the Conversion Price.

                  Conversion shall be effectuated by surrendering the Note to be
converted to the Company, accompanied by or preceded by facsimile or other
delivery to the Company of the form of conversion notice attached hereto as
Exhibit A, executed by the Holder evidencing such Holder's intention to convert
a specified portion hereof, and accompanied, if required by the Company, by
proper assignment hereof in blank. No fractional shares of Common Stock or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share. The date on which
notice of conversion is given (the "Conversion Date") shall be deemed to be the
date on which the Holder faxes or otherwise delivers the conversion notice
("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A,
duly executed, to the Company. Facsimile delivery of the Notice of Conversion
shall be accepted by the Company at facsimile number (203) 431-6665 ATTN:
President. Certificates representing Common Stock upon conversion will be
delivered within three (3) business days from the Conversion Date. ("Delivery
Date")

                  The Company understands that a delay in the issuance of the
Shares of Common Stock beyond the Delivery Date (as defined in this Section)
could result in economic loss to the Lender. As compensation to the Lender for
such loss, the Company agrees to pay late payments to the Lender for late
issuance of Shares upon Conversion, unless the delay is due to causes beyond the
reasonable control of the Company and its Transfer Agent, in accordance with the

                                       2

<PAGE>

following schedule (where "No. Business Days Late" refers to the number of
business days which is beyond three (3)) business days after the Delivery
Date):1

                                  Late Payment For Each $10,000
                                  of Note Principal or Interest
No. Business Days Late              Amount Being Converted

       1                                    $100
       2                                    $200
       3                                    $300
       4                                    $400
       5                                    $500
       6                                    $600
       7                                    $700
       8                                    $800
       9                                    $900
       10                                   $1,000
      >10                                   $1,000 +$200 for each Business
                                            Day Late beyond 10 days

The Company shall pay any payments incurred under this Section in immediately
available funds upon demand as the Lender's remedy for such delay. Furthermore,
in addition to any other remedies which may be available to the Lender, in the
event that the Company fails for any reason to effect delivery of such shares of
Common Stock by close of business on the Delivery Date, unless such failure is
due to causes beyond the Company's reasonable control and its Transfer Agent,
the Lender will be entitled to revoke the relevant Notice of Conversion by
delivering a notice to such effect to the Company, whereupon the Company and the
Lender shall each be restored to their respective positions immediately prior to
delivery of such Notice of Conversion; provided, however, that an amount equal
to any payments contemplated by this Section which have accrued through the date
of such revocation notice shall remain due and owing to the Converting Holder
notwithstanding such revocation.

                  If, by the relevant Delivery Date, the Company fails, unless
such failure is due to causes beyond the Company's reasonable control and its
Transfer Agent, for any reason to deliver the Shares to be issued upon
conversion of the Note and after such Delivery Date, the Holder of the Note
being converted (a "Converting Holder") purchases, in an arm's-length open
market transaction or otherwise, shares of Common Stock (the "Covering Shares")
in order to make delivery in satisfaction of a sale of Common Stock by the

--------
1 Example: Notice of Conversion is delivered on Monday, October 3, 2003. The
Delivery Date would be Thursday, October 6 (the third business day after such
delivery). If the certificate is delivered by Wednesday, October 12 (2 business
days after the Delivery Date), no payment under this provision is due. If the
certificates are delivered on October 13, that is 1 "Business Day Late" in the
table below; if delivered on October 19, that 5 "Business Days Late" in the
table.

                                       3

<PAGE>

Converting Holder (the "Sold Shares"), which delivery such Converting Holder
anticipated to make using the Shares to be issued upon such conversion (a
"Buy-In"), the Converting Holder shall have the right, to require the Company to
pay to the Converting Holder, in addition to and not in lieu of the amounts due
hereunder (but in addition to all other amounts contemplated in other provisions
of the Transaction Agreements, and not in lieu of any such other amounts), the
Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is
the amount equal to the excess, if any, of (x) the Converting Holder's total
purchase price (including brokerage commissions, if any) for the Covering Shares
over (y) the net proceeds (after brokerage commissions, if any) received by the
Converting Holder from the sale of the Sold Shares. The Company shall pay the
Buy-In Adjustment Amount to the Company in immediately available funds
immediately upon demand by the Converting Holder. By way of illustration and not
in limitation of the foregoing, if the Converting Holder purchases shares of
Common Stock having a total purchase price (including brokerage commissions) of
$11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net
proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required
to pay to the Converting Holder will be $1,000.

                  In lieu of delivering physical certificates representing the
Common Stock issuable upon conversion, provided the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, upon request of the Holder and its compliance with the
provisions contained in this paragraph, so long as the certificates therefore do
not bear a legend and the Holder thereof is not obligated to return such
certificate for the placement of a legend thereon, the Company shall use its
best efforts to cause its transfer agent to electronically transmit the Common
Stock issuable upon conversion to the Holder by crediting the account of
Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission
system.

                  The holder of the Note shall be entitled to exercise its
conversion privilege with  respect  to the  Note  notwithstanding  the
commencement of any case under 11 U.S.C.ss.101 et seq. (the "Bankruptcy  Code").
In the event the Company is a debtor under the Bankruptcy Code, the Company
hereby waives, to the fullest extent permitted, any rights to relief it may have
under 11 U.S.C.ss.362 in respect of such holder's conversion  privilege.  The
Company hereby waives,  to the fullest  extent  permitted,  any rights to relief
it may have under 11 U.S.C.ss.362 in respect of the conversion of the Note.


         3. The Company shall be entitled to withhold from all payments of
principal of this Note any amounts required to be withheld under the applicable
provisions of the United States income tax laws or other applicable laws at the
time of such payments, and Holder shall execute and deliver all required
documentation in connection therewith.

         4. This Note has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws. In the event of any proposed

                                       4

<PAGE>

transfer of this Note, the Company may require, prior to issuance of a new Note
in the name of such other person, that it receive reasonable transfer
documentation including legal opinions that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any applicable
state or foreign securities laws. Prior to due presentment for transfer of this
Note, the Company and any agent of the Company may treat the person in whose
name this Note is duly registered on the Company's Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary.

         5. No provision of this Note shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed. This Note is a direct obligation of the Company.

         6. No recourse shall be had for the payment of the principal of this
Note, or for any claim based hereon, or otherwise in respect hereof, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

        7. The Holder of the Note, by acceptance hereof, agrees that this Note
is being acquired for investment and that such Holder will not offer, sell or
otherwise dispose of this Note or the shares of Common Stock issuable upon
conversion thereof except under circumstances which will not result in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

         8. This Note shall be governed by and construed in accordance with the
laws of the State of New York. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state courts of the State of New York sitting in the City of New York in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding in such
jurisdictions.

         9. The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           and interest on this Note and same shall continue for
                           a period of five (5) days; or

                  b.       Any of the representations or warranties made by the
                           Company herein, in any certificate or financial or
                           other written statements heretofore or hereafter
                           furnished by the Company in connection with the
                           execution and delivery of this Note shall be false or
                           misleading in any material respect at the time made;
                           or

                                       5

<PAGE>

                  c.       The Company shall fail to perform or observe, in any
                           material respect, any other covenant, term,
                           provision, condition, agreement or obligation of any
                           Note and such failure shall continue uncured for a
                           period of thirty (30) days after written notice from
                           the Holder of such failure; or

                  d.       The  Company  fails to  authorize  or to cause  its
                           Transfer Agent to issue shares of Common  Stock upon
                           exercise by the Holder of the conversion rights of
                           the Holder in accordance with the terms of this Note,
                           fails to  transfer  or to cause its Transfer Agent to
                           transfer any  certificate  for shares of Common Stock
                           issued to the Holder upon conversion of this Note and
                           when  required by this Note,  and such transfer is
                           otherwise lawful,  or fails to remove any restrictive
                           legend on any certificate or fails to cause its
                           Transfer Agent to remove such restricted legend, in
                           each case where such removal is lawful,  as and when
                           required by this Note, the  Agreement, and any such
                           failure shall continue uncured for ten (10) business
                           days; or


                  e.       The Company shall (1) admit in writing its inability
                           to pay its debts generally as they mature; (2) make
                           an assignment for the benefit of creditors or
                           commence proceedings for its dissolution; or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator or receiver for its or for a substantial
                           part of its property or business; or

                  f.       A trustee, liquidator or receiver shall be appointed
                           for the Company or for a substantial part of its
                           property or business without its consent and shall
                           not be discharged within sixty (60) days after such
                           appointment; or

                  g.       Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the whole
                           or any substantial portion of the properties or
                           assets of the Company and shall not be dismissed
                           within sixty (60) days thereafter; or

                  h.       Any money judgment, writ or warrant of attachment, or
                           similar process in excess of One Hundred Thousand
                           ($100,000) Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain unpaid, unvacated,
                           unbonded or unstayed for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy law or any law for the relief of debtors
                           shall be instituted by or against the Company and, if

                                       6

<PAGE>

                           instituted against the Company, shall not be
                           dismissed within sixty (60) days after such
                           institution or the Company shall by any action or
                           answer approve of, consent to, or acquiesce in any
                           such proceedings or admit the material allegations
                           of, or default in answering a petition filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock suspended or
                           delisted from an exchange or over-the-counter market
                           from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Holder and in the Holder's sole discretion, the Holder may consider all
obligations under this Note immediately due and payable within five (5) days of
notice, without presentment, demand, protest or notice of any kinds, all of
which are hereby expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and the Holder may
immediately enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law.

         10. The Holder may not convert this Note to the extent such conversion
would result in the Holder, together with any affiliate thereof, beneficially
owning (as determined in accordance with Section 13(d) of the Exchange Act and
the rules promulgated thereunder) in excess of 9.999% of the then issued and
outstanding shares of Common Stock held by such Holder after application of this
Section. Since the Holder will not be obligated to report to the Company the
number of shares of Common Stock it may hold at the time of a conversion
hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 9.999% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will
limit any particular conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the
determination of which portion of the principal amount of Note are convertible
shall be the responsibility and obligation of the Holder. If the Holder has
delivered a Conversion Notice for a principal amount of Note that would result
in the issuance of in excess of the permitted amount hereunder, without regard
to any other shares that the Holder or its affiliates may beneficially own, the
Company shall notify the Holder of this fact and shall honor the conversion for
the maximum principal amount permitted to be converted on such Conversion Date
and, at the option of the Holder, either retain any principal amount tendered
for conversion in excess of the permitted amount hereunder for future
conversions or return such excess principal amount to the Holder. The provisions
of this Section may be waived by a Holder (but only as to itself and not to any
other Holder) upon not less than 61 days prior notice to the Company. Other
Holders shall be unaffected by any such waiver.

                                       7

<PAGE>

         11. Nothing contained in this Note shall be construed as conferring
upon the Holder the right to vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights whatsoever as a shareholder of the Company, unless and to the extent
converted in accordance with the terms hereof.


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: June 1 __, 2004

                                                    GLOBAL MATRECHS, INC., F/K/A
                                                    Homecom Communications, Inc.


                                                    By:_________________________

                                                    Michael Sheppard
                                                    President



                                       8