Global Matrechs, Inc. Watch

from 8-K ~5 pages 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. Promissory Note $200,000 Ridgefield, Connecticut December 7, 2005

from 8-K ~5 pages Convertible Promissory Note

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Indenture or similar

from 8-K ~5 pages Stock Purchase Warrant

from 8-K ~5 pages Convertible Promissory Note

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Convertible Promissory Note

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Secured Convertible Promissory Note

from 8-K ~5 pages Secured Convertible Promissory Note

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Secured Convertible Promissory Note

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Secured Convertible Promissory Note

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Common Stock Purchase Warrant

from 8-K ~5 pages Form of Secured Convertible Promissory Note

from 8-K ~5 pages 2% Secured Convertible Promissory Note