**Exhibit
        10.2**




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**
  $50,000
              Ridgefield,
                  Connecticut
 September
        13, 2006
 
 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 fifty thousand dollars ($50,000) in one installment due
        on
        March 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 entitled upon such
        consolidation, merger or sale; and, in such case, appropriate adjustment
        (as
        determined in good faith by the Maker’s Board of Directors) shall be made in the
        application of the provisions set forth in this Section 4 with respect to
        the rights and interest thereafter of the Payee of this Note, to the end
        that
        the provisions set forth in this Section 4 shall thereafter be applicable,
        as nearly as reasonably may be, in relation to any shares of stock or other
        property thereafter deliverable upon the conversion of this Note.
  2
 (b)  Certificate
        as to Adjustments .
        Upon
        the occurrence of each adjustment or readjustment of the Conversion Price
        pursuant to this Section 4, the Maker at its expense shall promptly compute
        such adjustment or readjustment in accordance with the terms hereof and furnish
        to the Payee a certificate setting forth such adjustment or readjustment
        and
        showing in detail the facts upon which such adjustment or readjustment is
        based.
  (c)  Closing
        of Books .
        The
        Maker shall at no time close its transfer books against the transfer of any
        shares of Common Stock issued or issuable upon the conversion of this Note
        in
        any manner which interferes with the timely and proper issuance of such
        shares.
  5.  Miscellaneous .
  (a)  Restricted
        Securities .
        By
        acceptance hereof, the Payee understands and agrees that this Note is a
“restricted security” under the federal securities laws inasmuch as it is being
        acquired from the Maker in a transaction not involving a public offering
        and has
        not been the subject of registration under the Securities Act and that under
        such laws and applicable regulations such securities may be resold in the
        absence of registration under the Securities Act only in certain limited
        circumstances. The Payee hereby represents that it is familiar with Rule
        144, as
        promulgated by the Securities and Exchange Commission under the Securities
        Act,
        as currently in effect, and understands the resale limitations imposed thereby
        and by the Securities Act.
  (b)  Legends .
        It is
        understood that this Note shall bear the legend (in addition to any legends
        which may be required, in the opinion of the Maker’s counsel, by the securities
        laws of the state where the Payee is located) set forth on the first page
        of
        this Note.
  6.  The
        following shall constitute an “Event of Default”:
 
 a.
              The
                  Maker shall default in the payment of principal or interest on
                  this Note
                  and same shall continue for a period of twenty (20) days;
                  or
 
 b.
              The
                  Maker shall (1) make an assignment for the benefit of creditors
                  or
                  commence proceedings for its dissolution; or (2) 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
 
 c.
              A
                  trustee, liquidator or receiver shall be appointed for the Maker
                  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
 
 3
 d.
              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 Maker
                  and shall
                  not be dismissed within sixty (60) days thereafter;
                  or
 
 e.
              Except
                  for any judgments, settlements or related litigations or actions
                  disclosed
                  in the Maker’s Annual Report on Form 10-K for the year ended December 31,
                  2003, any money judgment, writ or warrant of attachment, or similar
                  process in excess of One Hundred Fifty Thousand ($150,000) Dollars
                  in the
                  aggregate shall be entered or filed against the Maker or any of
                  its
                  properties or other assets and shall remain unpaid, unvacated,
                  unbonded or
                  unstayed for a period of sixty (60) days;
                  or
 
 f.
              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 Maker and, if instituted
                  against the
                  Maker, shall not be dismissed within sixty (60) days after such
                  institution or the Maker 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;
 
 Upon
        the
        occurrence of an Event of Default, 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 Payee (which waiver shall not be deemed to be a waiver of any subsequent
        default) at the option of the Payee and in the Payee's sole discretion, the
        Payee may consider all obligations under this Note immediately due and payable,
        without presentment, demand, protest or notice of any kind, all of which
        are
        hereby expressly waived by the Company, anything herein or in any note or
        other
        instruments contained to the contrary notwithstanding, and the Payee may
        immediately enforce any and all of the Payee's rights and remedies provided
        herein or any other rights or remedies afforded by law. Upon the occurrence
        of
        any Event of Default as set forth herein and during any period that the Company
        shall have failed to make payment of any principal or Interest due hereunder,
        at
        the option of Payee and without notice to the Company, the Interest shall
        be
        added to the outstanding principal balance hereof, and the entire outstanding
        principal balance, as so adjusted, shall bear interest thereafter until paid
        at
        an annual rate of eighteen percent (18%) (the “Default Rate”).
  7.  Presentment .
        Except
        as set forth herein, the Maker waives presentment, demand and presentation
        for
        payment, notice of nonpayment and dishonor, protest and notice of protest
        and
        expressly agrees that this Note or any payment hereunder may be extended
        from
        time to time by the Payee without in any way affecting the liability of the
        Maker.
  4
 8 .  All
        provisions herein made are expressly limited so that in no event whatsoever,
        whether by reason of advancement of proceeds hereof, acceleration of maturity
        of
        the unpaid balance hereof or otherwise, shall the amount paid or agreed to
        be
        paid to Payee for the use of the money advanced or to be advanced hereunder
        exceed the maximum rate of interest allowed to be charged under applicable
        law
        (the “Maximum Rate”), regardless of whether or not there has been an
        acceleration of the payment of principal as set forth herein. If, from any
        circumstances whatsoever, the fulfillment of any provision of this Note or
        any
        other agreement or instrument now or hereafter evidencing, securing or in
        any
        way relating to the indebtedness evidenced hereby shall involve the payment
        of
        interest in excess of the Maximum Rate, then, ipso
        facto ,
        the
        obligation to pay interest hereunder shall be reduced to the Maximum Rate;
        and
        if from any circumstance whatsoever, Payee shall ever receive interest, the
        amount of which would exceed the amount collectible at the Maximum Rate,
        such
        amount as would be excessive interest shall be applied to the reduction of
        the
        principal balance remaining unpaid hereunder and not to the payment of interest.
        This provision shall control every other provision in any and all other
        agreements and instruments existing or hereafter arising between the Maker
        and
        Payee with respect to the indebtedness evidenced hereby.
  9.  In
        the
        event this Note is placed in the hands of an attorney for collection, or
        if
        Payee incurs any costs incident to the collection of the indebtedness evidenced
        hereby, the Maker agrees to pay to Payee an amount equal to all such costs,
        including without limitation all reasonable attorneys' fees and all court
        costs.
  10.  Notices .
  (c)  Notices
        to the Payee .
        Whenever any provision of this Note requires a notice to be given or a request
        to be made to the Payee by the Maker, then and in each such case, any such
        notice or request shall be in writing and shall be sent by registered or
        certified mail, return receipt requested with postage thereon fully prepaid
        to
        the Payee at its address set forth on the first page of this Note or at such
        other address as the Payee may from time to time designate in
        writing.
  (d)  Notices
        to the Maker .
        Whenever any provision of this Note requires a notice to be given or a request
        to be made to the Maker by the Payee, any such notice or request shall be
        in
        writing and shall be sent by registered or certified mail, return receipt
        requested with postage thereon fully prepaid to the Maker at its address
        set
        forth on the signature page or at such other address as the Maker may from
        time
        to time designate in writing.
  11.  Construction;
        Governing Law .
        The
        validity and construction of this Note and all matters pertaining hereto
        are to
        be determined in accordance with the laws of the state of New York without
        regard to the conflicts of law principles thereof.
  12.  Amendments .
        Neither
        this Note nor any of its provisions may be changed, waived or modified without
        the written consent of both the Maker and the Payee.
  13.  Successors .
        This
        Note shall be a binding obligation of any successor of the Maker.
  5
 IN
        WITNESS WHEREOF, the Maker, by its appropriate officers thereunto duly
        authorized, has executed this Note as of this 13th day of September,
        2006.
  **Global
        Matrechs, Inc.**
 
 By: /s/
        Michael Sheppard
 Name:
        Michael Sheppard
 Title:
        President
 
 Address:   
        90 Grove Street, Suite 201
 Ridgefield,
        CT 06877
 
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