WWW.EXFILE.COM, INC. -- 13737 -- GLOBAL MATRECHS, INC. -- EXHIBIT 10.13 TO FORM 10-QSB


    

      EXHIBIT
        10.13

       

      EMPLOYMENT
        AGREEMENT

       

      EMPLOYMENT
        AGREEMENT
        (this
“Agreement”)
        dated
        January 31, 2005, (“Effective
        Date”)
        between Global Matrechs, Inc.(including, as the context may require, its
        subsidiaries, the “Company”),
        a
        Delaware limited liability company located at 90 Grove Street, Ridgefield
        CT
        06877, and Mark Allen, (“Allen”), currently residing at 29 Loring Drive,
        Norwell, MA 02261.

      


       

      WHEREAS,
        the
        Company wishes to employ Allen to
        render
        services for the Company as its Executive Vice President and President of
        its
        whole owned subsidiary, True To Form Limited (“TTF”), on the terms and
        conditions set forth in this Agreement, and Allen wishes to be retained and
        employed by the Company on such terms and conditions; and 

       

      NOW,
        THEREFORE,
        in
        consideration of the promises, the mutual agreements set forth below and
        other
        good and valuable consideration, the receipt and adequacy of which are hereby
        acknowledged, the parties agree as follows:

       

      1.    Engagement
        - The Company hereby employs Allen, and Allen accepts such engagement and
        agrees
        to perform services for the Company, for the period and upon the other terms
        and
        conditions set forth in this Agreement.

       

      2. Term
        -
        Unless terminated at an earlier date in accordance with Section 8 of this
        Agreement or otherwise extended by agreement of the parties, the term of
        Allen’s
        engagement hereunder shall be for a period of two (2) years, commencing on
        January 1, 2005. The period of engagement may be extended by written agreement
        between the parties for two successive one year terms, provided that certain
        provisions including without limitation those relating to compensation may
        change upon commencement of any extension hereto. 

       

      3.    Position
        and Duties 

       

      (a)  Service
        With Company - During the term of Allen’s engagement by the Company, Allen
        agrees to perform such reasonable services as the Board of Directors of the
        Company (the “Board”)
        shall
        assign to Allen from time to time. Allen’s title as of the Effective Date shall
        be Executive Vice President of Global Matrechs, Inc. and President of TTF.
        The
        Company shall not require Allen to move from his principal office in Braintree,
        MA without Allen’s prior consent.

       

      (b)  Performance
        of Duties; Duty of Loyalty and Non-Compete - Allen agrees to serve the Company
        faithfully and to the best of Allen’s ability and to devote all of his
        professional time, attention and efforts to the business and affairs of the
        Company during Allen’s engagement by the Company. Allen hereby confirms that
        Allen is under no contractual commitments inconsistent with Allen’s obligations
        set forth in this Agreement and that during the term of this Agreement Allen
        will not render or perform services for, or receive any compensation from,
        any
        other corporation, firm, entity or person, which are inconsistent with the
        provisions of this Agreement. During the term of Allen’s employment with the
        Company and for a period of twelve (12) months thereafter, without prior
        written
        consent of 

       

      
        
          
          

        

        
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      the
        Company Allen will not consult with, work as an employee or other service
        provider (whether as an individual or as a partner, shareholder, director,
        officer, agent, consultant, or in any other relationship or capacity) directly
        or indirectly for any third party person or entity (“Third Party”) which Third
        Party is in the primary business of assembly, sale or marketing of lighting
        fixtures and lighting accessories. Primary business means 50% or more of
        gross
        revenues are derived from the business activities described in the sub-paragraph
        above. Such restriction shall be operative in any state of the United States
        or
        in any country outside of the United States in which the Company shall then
        be
        doing business, directly or indirectly. 

       

      4.    Compensation
        

       

      (a)  Base
        Salary
        - As
        compensation for services to be rendered by Allen under this Agreement, the
        Company shall pay to Allen a “Base Salary.” The Base Salary shall be one hundred
        fifty thousand dollars ($150,000) annually, paid in equal semi-monthly
        installments in arrears or otherwise in accordance with the standard procedures
        and policies of the Company. 

       

      (b)  Incentive
        Compensation - The Company shall establish a bonus pool (“Net Sales Bonus”) for
        Allen based on TTF’s 12 month trailing net sales numbers - gross sales less all
        returns, cancellations, credits and rebates (“Net Sales”), calculated in
        accordance with generally accepted accounting principles (“GAAP”). Net Sales
        Bonus payments shall be made annually at the end of January following audit
        of
        the Company’s books after closure of the applicable calendar year (fiscal year
        end). The Net Sales Bonus shall be payable to Allen in cash or restricted
        common
        stock, at Allen’s option, based upon achievement of the following milestones:
        $25,000 in value to Allen if Net Sales exceed $1,000,000; $25,000 in value
        to
        Allen if New Sales exceed $2,000,000; $100,000 in value to Allen if Net Sales
        exceed $4,000,000. In addition to the foregoing, Allen shall be eligible
        to
        participate in any stock option incentive compensation plans that may be
        established by the Board from time to time applicable for Allen’s
        services.

       

      (c)  Grants
        of
        Options - Within 30 days after the Effective Date, the Company shall grant
        to
        Allen a non-statutory stock option (the “Initial Option”) to purchase 600,000
        shares (the “Initial Option Shares”) of the Company’s common stock, par value
        $.0001 per share (the “Common Stock”). Within
        30
        days after December 31, 2005 the Company shall issue a second non-statutory
        stock option (the “Second Option” and, with the Initial Option, the “Options”)
        to purchase that number of shares of Common Stock equal to the difference
        of (a)
        1% of the Common Stock issued and outstanding as of December 31, 2005 (which
        number shall not include, for the avoidance of doubt, Common Stock issuable
        but
        not yet issued, as of such date, (i) upon conversion, exercise or exchange,
        as
        the case may be, of common stock equivalents, or (ii) in respect of any other
        rights to receive Common Stock), minus (b) the Initial Option Shares. Each
        Option
        shall be fully vested upon the date of the grant of such Option (such Option’s
“Grant Date”). Each Option, shall have an exercise
        price per share equal to the fair market value of the Common Stock on such
        Option’s Grant Date, and shall be exercisable until the earlier of: (x) ten
        years following its Grant
        Date,
        or (y)
        90 days following the termination of Allen’s employment.

       

      
        
          
          

        

        
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      (d)  Expenses -
        The
        Company will pay or reimburse Allen for all reasonable and necessary
        out-of-pocket expenses incurred by Allen in the performance of Allen’s duties
        under this Agreement, subject to the Company’s normal policies for expense
        verification and travel guidelines.

       

      (e)  Health,
        Retirement Benefit Plans and Vacation - Allen shall be entitled to participate
        in all incentive, savings and retirement plans, practices, policies and programs
        applicable generally to other officers or employees of the Company. Additionally
        during the term of this Agreement Allen and Allen’s family, as the case may be,
        shall be eligible for participation in and shall receive all benefits under
        Welfare Benefit Plans. “Welfare Benefit Plans” are medical, dental, disability
        of other health maintenance or similar plans made generally available to
        officers or employees of the Company. Should Allen choose a health insurance
        program different than that provided by the Company, the Company shall reimburse
        Allen the dollar amount that the Company otherwise would contribute to health
        insurance for Allen and dependants under the Company plan.

       

      5.    Confidential
        Information
        - Except
        as permitted or directed by the Company’s Board of Directors, during the term of
        Allen’s engagement or at any time thereafter, Allen shall not divulge, furnish
        or make accessible to anyone or use in any way (other than in the ordinary
        course of the business of the Company) any confidential or secret knowledge
        or
        information of the Company that Allen has acquired or become acquainted with
        or
        will acquire or become acquainted with prior to the termination of the period
        of
        Allen’s engagement by the Company (including engagement by the Company or any
        affiliated companies prior to the date of this Agreement) whether developed
        by
        Allen himself or by others, concerning any trade secrets, confidential or
        secret
        designs, processes, formulae, plans, devices or material (whether or not
        patented or patentable) directly or indirectly useful in any aspect of the
        business of the Company, any customer or supplier lists of the Company, any
        confidential or secret development or research work of the Company, or any
        other
        confidential information or secret aspects of the business of the Company.
        Allen
        acknowledges that the above-described knowledge or information constitutes
        a
        unique and valuable asset of the Company and represents a substantial investment
        of time and expense by the Company, and that any disclosure or other use
        of such
        knowledge or information other than for the sole benefit of the Company would
        be
        wrongful and would cause irreparable harm to the Company. Both during and
        after
        the term of Allen’s engagement, Allen will refrain from any acts or omissions
        that would reduce the value of such knowledge or information to the Company.
        The
        foregoing obligations of confidentiality shall not apply to any knowledge
        or
        information that is now published and publicly available or which subsequently
        becomes generally publicly known in the form in which it was obtained from
        the
        Company, other than as a direct or indirect result of the breach of this
        Agreement by Allen.

       

      6.    Ventures
        - If, during the term of Allen’s engagement Allen is engaged in or associated
        with the planning or implementing of any project, program or venture involving
        the Company and a third party or parties, all rights in such project, program
        or
        venture shall belong to the Company, unless prior written consent from the
        Company is obtained. Except as approved by the Company’s Board of Directors,
        Allen shall not be entitled to any interest in such project, program or venture
        or to any commission, finder’s fee or other compensation in connection therewith
        other than the compensation to be paid to Allen as provided in this Agreement.
        Allen 

       

      
        
          
          

        

        
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      shall
        not
        enter into any arrangement through which Allen acquires or may acquire any
        interest, direct or indirect, in any vendor or customer of the
        Company.

       

      7.    Patent
        and Related Matters; Disclosure and Assignment - Allen will promptly disclose
        in
        writing to the Company complete information concerning each and every invention,
        discovery, improvement, device, design, apparatus, practice, process, method
        or
        product, whether patentable or not, made, developed, perfected, devised,
        conceived or first reduced to practice by Allen, either solely or in
        collaboration with others, during the term of this Agreement, whether or
        not
        during regular working hours, relating either directly or significantly and
        indirectly to the business, products, practices or techniques of the Company
        (“Developments”). Allen, to the extent that Allen has the legal right to do so,
        hereby acknowledges that any and all of the Developments are the property
        of the
        Company and agrees to assign and hereby assigns to the Company any and all
        of
        Allen’s right, title and interest in and to any and all of the Developments
        (“Assignment”). During the period commencing upon the day after Allen’s last day
        performing services for the Company and ending one year after termination
        of
        Allen’s engagement with the Company, at the reasonable request of the Company,
        Allen will confer with the Company and its representatives for the purpose
        of
        disclosing all Developments to the Company, provided that such conference
        is at
        the Company’s expense and Allen is compensated at no greater than a rate of $250
        per hour for Allen’s time plus reasonable and necessary expenses. 

       

      (a)  Limitation
        on Section 7(a)
        - The
        provisions of Section 7 shall not apply to any Development meeting the following
        conditions: (i) such Development was developed entirely on Allen’s own time
        without the use of any Company equipment, supplies, facility or trade secret
        information; and (ii) such Development does not relate directly or significantly
        to the business of the Company to the Company’s actual or demonstrably
        anticipated research or development; or result from any work performed by
        Allen
        for the Company.

       

      (b)  Copyrightable
        Material - All right, title and interest in all copyrightable material that
        Allen shall conceive or originate, either individually or jointly with others,
        and which arise out of the performance of this Agreement, will be the property
        of the Company and are by this Agreement assigned to the Company along with
        ownership of any and all copyrights in the copyrightable material. Upon request
        and without further compensation therefor, but at no expense to Allen, Allen
        shall execute all papers and perform all other acts necessary to assist the
        Company to obtain and register copyrights on such materials in any and all
        countries, except that Allen shall be compensated at no greater than a rate
        of
        $250 per hour plus reasonable and necessary expenses for Allen’s time for
        compliance with this provision following termination or expiration of this
        Agreement. Where applicable, works of authorship created by Allen for the
        Company in performing Allen’s responsibilities under this Agreement shall be
        considered “works
        made for hire,”
        as
        defined in the U.S. Copyright Act. To the extent not considered as work made
        for
        hire, such works will be considered assigned to the Company under the Assignment
        provision of this Section 7.

       

      (c)  Know-How
        and Trade Secrets - All know-how and trade secret information conceived or
        originated by Allen that arises out of the performance of Allen’s obligations or
        responsibilities under this Agreement or any related material or information
        shall be the property of the Company, and all rights therein are by this
        Agreement assigned to the Company.

       

      
        
          
          

        

        
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      8.    Termination
        of Engagement; 

       

      (a)  Grounds
        for Termination -
        (a)
        Allen’s engagement shall terminate prior to the expiration of the initial term
        set forth in Section 2 or any extension thereof in the event that at any
        time:
        (i) Allen dies or is permanently disabled (substantially unable to perform
        his
        duties due to physical or mental incapacity for a period of ninety (90)
        consecutive days or one-hundred and twenty (120) out of one hundred and fifty
        (150) consecutive days), (ii) The Board elects to terminate this Agreement
        for
“cause” and notifies Allen in writing of such election, (iii) The Board elects
        to terminate this Agreement without “cause” and notifies Allen in writing of
        such election, (iv) Allen elects to terminate this Agreement and notifies
        the
        Company in writing of such election, or (v) Allen elects to terminate this
        Agreement for “good reason” (as defined below) and notifies the Company in
        writing of such election or (vi) the Company undergoes a change of control
        by
        which the majority of the beneficial and voting ownership interest in the
        Company changes hands.

       

      If
        this
        Agreement is terminated pursuant to clause (i), (ii) or (iv) of this Section
        8(a), such termination shall be effective immediately. If this Agreement
        is
        terminated pursuant to clause (iii), (v) or (vi) of this Section 8(a), such
        termination shall be effective 15 days after delivery of the notice of
        termination.

       

      (b)  “Cause”
        Defined - “Cause” means: (i) Allen has breached the provisions of Section 5, 6
        or 7 of this Agreement in any material respect, (ii) Allen has engaged in
        willful and material misconduct, including willful and material failure to
        perform Allen’s duties as an officer of the Company and has failed to cure such
        default within 10 days after receipt of written notice of default from the
        Company, (iii) Allen has committed fraud, misappropriation or embezzlement
        in
        connection with the Company’s business, or (iv) Allen has been convicted or has
        pleaded nolo
        contendere
        to
        criminal misconduct (except for parking violations, occasional minor traffic
        violations and other similar minor violations).

       

      (c)  Effect
        of
        Termination - Notwithstanding any termination of this Agreement, Allen, in
        consideration of Allen’s engagement hereunder to the date of such termination,
        shall remain bound by the provisions of this Agreement which specifically
        relate
        to periods, activities or obligations upon or subsequent to the termination
        of
        Allen’s engagement.

       

      (d)  Surrender
        of Records and Property -
        Upon
        termination of Allen’s engagement with the Company, Allen shall deliver promptly
        to the Company all records, manuals, books, blank forms, documents, letters,
        memoranda, notes, notebooks, reports, data, tables, calculations or copies
        thereof that relate in any way to the business, products, practices or
        techniques of the Company, and all other property, trade secrets and
        confidential information of the Company, including, but not limited to, all
        documents that in whole or in part contain any trade secrets or confidential
        information of the Company, which in any of these cases are in Allen’s
        possession or under Allen’s control.

       

      (e)  Payment
        Continuation - If Allen’s engagement by the Company is terminated by the Company
        pursuant to clause (iii) of Section 8(a) or by Allen for Good Reason pursuant
        to
        clause (v) of Section 8(a), or by a change in control pursuant to clause
        (vi) of
        Section 8(a), the Company shall continue to pay to Allen Allen’s Base Salary
        (less any payments received by Allen from any disability income insurance
        policy
        provided to Allen) plus the pro-rata portion of the Net Sales Bonus calculated
        through the date of termination through the earlier 

       

      
        
          
          

        

        
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      of
        (a)
        the date that Allen has obtained other professional engagement with a total
        compensation package (i.e. Salary plus benefits) equivalent to at least 80%
        of
        his total compensation under the terms of this agreement as of the date of
        termination, or (b) twelve (12) months from the date of termination of
        engagement. Any payment made pursuant to this section shall be payable over
        the
        12 month period following termination pursuant to the normal semi-monthly
        pay
        cycle and not as a lump sum. If this Agreement is terminated pursuant to
        clauses
        (i), (ii) or (iv) of Section 8(a), Allen’s right to Base salary and benefits
        shall immediately terminate, except as may otherwise be required by applicable
        law.

       

      (f)  “Good
        Reason” defined - Good Reason shall mean: (i) the assignment of Allen to any
        duties inconsistent in any respect with Allen's position (including status,
        offices, titles and reporting requirements), authority, duties or
        responsibilities as contemplated by Section 3(a) or any other action by the
        Company which results in a diminution in such position, authority, duties
        or
        responsibilities, excluding for this purpose an isolated, insubstantial and
        inadvertent action not taken in bad faith and which is remedied by the Company
        promptly after receipt of notice thereof given by Allen; (ii) any termination
        or
        reduction of a material benefit under any benefits plan in which Allen
        participates unless (1) there is substituted a comparable benefit that is
        economically substantially equivalent to the terminated or reduced benefit
        prior
        to such termination or reduction or (2) benefits under such plan are terminated
        or reduced with respect to all employees previously granted benefits thereunder.
        

       

      9.    Indemnification
        - In the
        event that Allen is made, or threatened to be made, a party to any action
        or
        proceeding, whether civil or criminal, by reason of the fact that Allen,
        at the
        request of the Company, is or was a director, officer, or member of a committee
        of the Board or serves or served any other corporation, partnership, joint
        venture, trust, benefit plan or other enterprise in any capacity, or resulting
        from any of Allen’s actions in any of the foregoing roles, Allen shall be
        indemnified and held harmless by the Company and the Company shall advance
        Allen’s related expenses to the fullest extent permitted by law (including
        without limitation, damages, costs and reasonable attorney fees), as may
        otherwise be provided in the Company’s Certificate of Incorporation and ByLaws
        or its Operating Agreement. The
        Company further covenants not to amend or repeal any provisions of such
        documents which would adversely affect the indemnification or exculpatory
        provisions contained therein as they pertain to Allen. The provisions of
        this
        Section are
        intended to be for the benefit of, and shall be enforceable by Allen and
        his
        heirs and representatives. If
        the
        Company or any of its successors or assigns (i) shall consolidate with or
        merge
        into any other corporation or entity and shall not be the continuing or
        surviving corporation or entity of such consolidation or merger or (ii) shall
        transfer all or substantially all of its properties and assets, then and
        in each
        such case, proper provisions shall be made so that the successors and assigns
        of
        the Company shall assume all of the obligations set forth in this Section
        9.  

       

      10.    Miscellaneous

       

      (a)  Counterparts
        - This
        Agreement may be executed in separate counterparts, each of which will be
        an
        original and all of which taken together shall constitute one and the same
        agreement, and any party hereto may execute this Agreement by signing any
        such
        counterpart.

       

      
        
          
          

        

        
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      (b)  Severability
        - Whenever possible, each provision of this Agreement shall be interpreted
        in
        such a manner as to be effective and valid under applicable law but if any
        provision of this Agreement is held to be invalid, illegal or unenforceable
        under any applicable law or rule, the validity, legality and enforceability
        of
        the other provisions of this Agreement will not be affected or impaired thereby.
        In furtherance and not in limitation of the foregoing, should the duration
        or
        geographical extent of, or business activities covered by, any provision
        of this
        Agreement be in excess of that which is valid and enforceable under applicable
        law, then such provision shall be construed to cover only that duration,
        extent
        or activities which may validly and enforceably be covered.

       

      (c)  Successors
        and Assigns - This Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective heirs, personal representatives and,
        to
        the extent permitted by subsection (d), successors and assigns.

       

      (d)  Assignability
        - Neither this Agreement nor any right, remedy, obligation or liability arising
        hereunder or by reason hereof shall be assignable (including by operation
        of
        law) by either party without the prior written consent of the other party
        to
        this Agreement or as specifically provided herein, except that the Company
        may,
        without the consent of Allen, assign its rights and obligations under this
        Agreement to any corporation, firm or other business entity with or into
        which
        the Company may merge or consolidate, or to which the Company may sell or
        transfer all or substantially all of its assets, or of which 50% or more
        of the
        equity investment and of the voting control is owned, directly or indirectly,
        by, or is under common ownership with, the Company. Provided such assignee
        explicitly assumes such responsibilities, after any such assignment by the
        Company, the Company shall be discharged from all further liability hereunder
        and such assignee shall thereafter be deemed to be the Company for the purposes
        of all provisions of this Agreement including this Section 10.

       

      (e)  Modification,
        Amendment, Waiver or Termination - No provision of this Agreement may be
        modified, amended, waived or terminated except by an instrument in writing
        signed by the parties to this Agreement. No course of dealing between the
        parties will modify, amend, waive or terminate any provision of this Agreement
        or any rights or obligations of any party under or by reason of this Agreement.
        No delay on the part of the Company or Allen in exercising any right hereunder
        shall operate as a waiver of such right. No waiver, express or implied, by
        the
        Company of any right or any breach by Allen shall constitute a waiver of
        any
        other right or breach by Allen.

       

      (f)  Notices
        -
        All notices, consents, requests, instructions, approvals or other communications
        provided for herein shall be in writing and delivered by personal delivery,
        overnight courier, certified mail, electronic facsimile or e-mail addressed
        to
        the receiving party at the address set forth herein. All such communications
        shall be effective when received.

       

      
        
          
          

        

        
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                If
                  to the Company:

                Michael
                  Sheppard

                Executive
                  Pavilion

                90
                  Grove Street

                Ridgefield,
                  CT 06877 

                 

                If
                  to Allen:

                 

                Mark
                  Allen

                29
                  Loring Drive 

                Norwell,
                  MA 02061

                 

              


      

       

      Any
        party
        may change the address set forth above by notice to the other party given
        as
        provided herein.

       

      (g)  Headings
        - The
        headings and any table of contents contained in this Agreement are for reference
        purposes only and shall not in any way affect the meaning or interpretation
        of
        this Agreement.

       

      (h)  Governing
        Law - ALL
        MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT
        OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
        CONNECTICUT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF,
        EXCEPT AS TO CORPORATE MATTERS WHICH SHALL BE GOVERNED BY THE CORPORATION
        LAWS
        OF THE STATE OF DELAWARE. CHOICE OF LAW PROVISIONS WHICH WOULD OTHERWISE
        RESULT
        IN THE APPLICATION OF LAWS OF SATES OTHER THAN THOSE CONTEMPLATED BY THIS
        PROVISION SHALL NOT APPLY.

       

      (i)  Venue;
        Fees and Expenses - ANY
        ACTION AT LAW, SUIT IN EQUITY OR JUDICIAL PROCEEDING ARISING DIRECTLY,
        INDIRECTLY, OR OTHERWISE IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS
        AGREEMENT, OR ANY PROVISION HEREOF, SHALL BE LITIGATED ONLY IN THE STATE
        COURTS
        LOCATED IN THE STATE OF CONNECTICUT, COUNTY OF FAIRFIELD OR THE FEDERAL COURTS
        IN THE DISTRICT WHICH COVERS SUCH COUNTY. ALLEN AND THE COMPANY CONSENT TO
        THE
        JURISDICTION OF SUCH COURTS. THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER
        ITS REASONABLE ATTORNEYS’ FEES AND COSTS IN ANY SUCH
        ACTION.

       

      (j)  Waiver
        of
        Right to Jury Trial - EACH
        PARTY HERETO HEREBY WAIVES, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY
        APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
        

       

      
        
          
          

        

        
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      BETWEEN
        THE PARTIES HERETO ARISING OUT OF OR IN CONNECTION WITH THIS
        AGREEMENT.

       

      (k)  Third-Party
        Benefit - Nothing in this Agreement, express or implied, is intended to confer
        upon any other person any rights, remedies, obligations or liabilities of
        any
        nature whatsoever.

       

      (l)  Withholding
        Taxes - The Company may withhold from any benefits payable under this Agreement
        all federal, state, city or other taxes as shall be required pursuant to
        any law
        or governmental regulation or ruling.

       


      
        
          
          

        

        
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      THE
        PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND
        AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE
        THAT
        THIS AGREEMENT AND ANY EXHIBITS HERETO ARE THE COMPLETE AND EXCLUSIVE STATEMENT
        OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL
        PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE
        PARTIES RELATING TO THE SUBJECT MATTER HEREOF.

      


      ACCEPTED
        AND AGREED: 

      


      
        	
                GLOBAL
                  MATRECHS, INC.

              	
                MARK
                  ALLEN

              
	
                 

                By:
                  

                President

              	 
	
                 

                /s/
                  Michael Sheppard
                  
                  

                

              	
                 

                /s/
                  Mark Allen

                  

                

                 

              
	 	 
	
                Date:
                  _____________________________

              	
                Date:
                  _____________________________

              


      

      


      


      


      


      


      
        
          
          

        

        
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