WWW.EXFILE.COM, INC. -- 14425 -- GLOBAL MATRECHS, INC. -- EXHIBIT 10.1 TO FORM 8-K


     

    EXHIBIT
      10.1


    PROMISSORY
      NOTE AMENDMENT AGREEMENT

    


    


    THIS
      AGREEMENT
      made as
      of this 24th
      day of
      May, 2006, among Global Matrechs, Inc. a Delaware corporation (the “Issuer”),
      MacNab LLC, a Cayman Islands limited liability company, and Southridge
      Partners LP, a Delaware limited partnership (MacNab LLC and Southridge Partners
      LP hereinafter the “Holders”). Each capitalized term used but not defined herein
      shall have the meaning assigned in the Notes (as defined below). The terms
      and
      conditions of the Notes, except as modified by this Amendment, remain in full
      force and effect. 

     

    R
      E C I T A L S

     

    WHEREAS,
      the Holders hold various Promissory Notes issued by Issuer (the “Notes”), listed
      in Exhibit A hereto, in return for money lent to the Issuer; and

     

    WHEREAS,
      the Holders currently have the right to demand the redemption of the Notes
      by
      Issuer in cash; and

     

    WHEREAS,
      the parties now wish to amend and modify certain provisions of the Notes.


     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises contained herein, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as follows:
      

     

    Each
      Note
      shall be amended as follows:

     

    A.    The
      Maturity Date shall be December 31, 2008.

     

    B.    Section
      1
      shall be deleted in its entirety and replaced with the following: 

     

     

    “The
      Payee shall have the option to convert (a “Conversion”)
      at any
      time or from time to time all or a portion of the outstanding principal and
      interest on this Note into a number of shares of common stock, $0.0001 par
      value
      per share (the “Common
      Stock”)
      obtained by dividing the amount of principal and interest being so converted
      by
      the Conversion Price for such Conversion

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (the
      “Conversion
      Shares”),
      by
      delivering a written notice to the Maker setting forth the principal and
      interest to be so converted. With respect to any Conversion, the “Conversion
      Price”
shall
      be equal to eighty percent (80%) of the average of the seven (7) lowest closing
      bid prices for the ten (10) trading days immediately preceding the date in
      which
      the Issuer receives written notice by Holder of its election to effect such
      Conversion pursuant to this Section 1.”

    


    C. Section
      3
      shall be deleted in its entirety and replaced with the following: 

    


    “Prepayment The
      Maker
      shall have the right to redeem this Note at any time by providing written notice
      to the Payee and 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.” 

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above. 

     

    
      	 	 	 
	 	GLOBAL
              MATRECHS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              Sheppard
	 	
              
Name:
              Michael Sheppard
	 	Title:
              President


    

    
       

      
        	 	 	 
	 	MACNAB
                LLC
	 
 	 
 	 
 
	 	By:  
                	/s/ 
	 	
                
Name:
                Navigator Management
	 	Title:
                Director


      

    

    
       

      
        	 	 	 
	 	SOUTHRIDGE
                PARTNERS LP
	 
 	 
 	 
 
	 	By: 	/s/ Stephen M.
                Hicks
	 	
                
Name:
                Stephen M. Hicks
	 	Title:
                General Partner and President


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

    


    


    PROMISSORY
      NOTES

    


    


    
      	A)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated October 19, 2004 in
                the
                principal amount of $250,000.00; 

            


    

    


    
      	B)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated January 31, 2005 in
                the
                principal amount of $250,000.00; 

            


    

    


    
      	C)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated March 2, 2005 in the
                principal amount of $175,000.00; 

            


    

    


    
      	D)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated April 27, 2005 in the
                principal amount of $125,000.00; 

            


    

    


    
      	E)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated May 12, 2005 in the
                principal
                amount of $125,000.00; 

            


    

    


    
      	F)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated June 14, 2005 in the
                principal amount of $100,000.00; 

            


    

    


    
      	G)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated July 14, 2005 in the
                principal amount of $175,000.00; 

            


    

    


    
      	H)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated August 1, 2005 in the
                principal amount of $170,000.00; 

            


    

    


    
      	I)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated September 14, 2005 in
                the
                principal amount of $100,000.00; 

            


    

    


    
      	J)  	
              Nonnegotiable
                2% Secured Convertible Promissory Note dated October 3, 2005 in the
                principal amount of $50,000.00; 

            


    

    


    


    
      
        
        

      

      
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