WWW.EXFILE.COM, INC. -- 14070 -- GLOBAL MATRECHS, INC. -- EXHIBIT 10.1 TO FORM 8-K


     

    EXHIBIT
      10.1


    STOCK
      PURCHASE AGREEMENT

    


    


    This
      Agreement, made this 29th day of December, 2005, by and among Global Matrechs,
      Inc. a Delaware corporation with its principal place of business at 90 Grove
      Street, Ridgefield, Connecticut (the “Seller”), Mark J. Allen (the “Buyer”), and
      True to Form Limited, Inc., a Massachusetts corporation with its principal
      place
      of business at 91 French Avenue, Braintree, MA 02184 (“TTF”).

     

    W
      I T N E
      S S E T H

     

    WHEREAS,
      Seller is the record and beneficial owner of 100 shares of the common stock,
      $.001 par value (the “TTF Shares”), of TTF, such shares constituting all of the
      issued and outstanding share capital of TTF; and

     

    WHEREAS,
      Seller desires to sell, and each Buyer desires to purchase from Seller, the
      TTF
      Shares, on the terms and conditions hereinafter appearing,

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      set forth, the parties hereby agree as follows:

     

    
      	
            	1.	
              PURCHASE
                AND SALE OF STOCK.

            


    

     

    1.1.  Sale
      of
      Shares.
      At the
      Closing (as hereinafter defined), Seller shall sell, assign and convey to Buyer,
      and Buyer, severally and not jointly, shall purchase the TTF
      Shares.

     

    1.2.  Purchase
      Price.
      The
      purchase price for the Shares (the “Purchase Price”) shall consist
      of:

     

    (a)  10,000,000
      shares of common stock of the Seller, $.0001 par value, of which the Buyer
      is
      currently the registered holder (the “Seller Shares”);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  A
      promissory note (the “Note”) issued by TTF to the Seller in the original
      principal amount of $250,000 in substantially the form attached hereto as
Exhibit
      A.
      

     

    1.3.  Closing.
      The
      consummation of the purchase and sale of the TTF Shares (the “Closing”) shall
      take place at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston,
      Massachusetts, at 10:00 a.m. on December 29, 2005, or at such other place,
      date
      and time as may be agreed upon in writing by Buyers and Seller. At the Closing,
      Seller will deliver to the Buyer, against delivery to Seller of the Purchase
      Price (including, for such purposes, the certificate evidencing the Seller
      Shares accompanied by a duly executed stock power relating thereto), a
      certificate representing the TTF Shares, accompanied by a duly executed stock
      power relating thereto.

     

    
      	
            	2.	
              OTHER
                AGREEMENTS OF THE PARTIES

            


    

     

    2.1.  The
      parties hereto agree that, effective upon the Closing, each those certain
      agreements entered into on or about December 31, 2004 relating to the
      acquisition by Seller of TTF, including the Agreement and Plan of Merger, the
      Security Agreement, the Pledge Agreement, the Share Escrow Agreement, the
      Employment Agreement between the Buyer and the Seller, the Working Capital
      Note
      issued by TTF to the Seller and the Promissory Note issued by the Seller to
      the
      Buyer shall be terminated and of no further force or effect.

     

    2.2.  Buyer
      and
      Seller hereby agree to the cancellation, effective upon the Closing, of any
      and
      all equity interests in the Seller beneficially owned by Buyer, including but
      not limited to all options, warrants and shares of capital stock of the
      Seller.

     

    2.3.  The
      Parties do hereby release and forever discharge each other and each other’s
      affiliates, officers, directors, employees, servants, agents, representatives,
      attorneys, 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    successors
      and assigns, past and present, from any and all claims, suits, actions, causes
      of action, demands, damages or liabilities whatsoever of every kind, name and
      nature, whether at Law or in Equity, whether in contract or tort, by statute,
      or
      on any other basis, known or unknown, suspected or unsuspected (“Claims”), which
      they now have, ever had, or may hereafter have, with the exception of those
      arising out of, in connection with, or relating to the transactions contemplated
      by this Agreement.

     

    
      	
            	3.	
              CONDITIONS
                PRECEDENT

            


    

     

    3.1.  The
      obligations of the parties hereto to consummate the transactions contemplated
      by
      this Agreement shall be subject to the fulfillment at or prior to the Closing
      of
      each of the following conditions:

     

    (a)  The
      delivery by the Buyer to the Seller of a signed letter of providing for Buyer’s
      resignation from the Seller’s board of directors, effective upon the
      Closing;

     

    (b)  The
      delivery by the Seller to the Buyer of a letter, signed by Michael Sheppard,
      President of Seller, confirming Mr. Sheppard’s resignation as a director and
      officer of TTF; and

     

    (c)  The
      surrender and cancellation by the Buyer of any and all instruments evidencing
      equity interests in the Seller, including but not limited to all options,
      warrants and shares of capital stock of the Seller.

     

    
      	
            	4.	
              GENERAL.
                

            


    

     

    This
      Agreement (i) constitutes the entire agreement of the parties with respect
      to
      the subject matter hereof and supersedes all prior oral and written
      communications, agreements and 

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    understandings
      between them with respect to such subject matter, (ii) is entered into in,
      and
      shall be governed by the substantive laws of, The Commonwealth of Massachusetts,
      and (iii) shall be binding on and inure to the benefit of the parties and their
      respective heirs, legal representative, successors and permitted assigns. No
      party may assign any rights or delegate any obligations under this Agreement
      without the prior written consent of each other party hereto. This Agreement
      may
      not be amended or modified or any provision hereof waived except by an agreement
      in writing executed by each party hereto.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS
      WHEREOF, the undersigned have executed this Agreement under seal as of the
      date
      first set forth above.  

     

    GLOBAL
      MATRECHS, INC.

     

    
      	By:  /s/
              Michael Sheppard
              
              

            	 
	Name: Michael
              Sheppard
              
              
 	 
	Its:  President
              
              
 	 


    

     

    


    TRUE
      TO FORM LIMITED,
      INC.

    


    
       

      
        	By:  /s/
                Mark J. Allen
                
                

              	 
	Name: Mark
                J. Allen
                
                
 	 
	Its:  President
                
                
 	 


      

       

    

    


    


    


    
 

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    Exhibit
      A

    


    Promissory
      Note

     

     

     

     

     

     

    
      
         

      

      
        -6-