EXHIBIT 10.3
                                                                    ------------



                             SOUTHBRIDGE PARTNERS LP


                                  July 8, 2005





To:  Global Matrechs, Inc.


Mr. Sheppard:

         This letter serves as notice that with respect to the outstanding
warrants issued by Global Matrechs, Inc. to Southbridge Partners LP ("SP") and
currently held by SP in connection with various financings (the "Warrants"), SP
hereby waives the obligation of Global to register shares of common stock
underling the Warrants in the Company's pending registration statement to be
filed as of today's date.

         All rights with respect to registration of shares underlying the
Warrants on any future registration statement are hereby expressly reserved.

         With respect to any existing option held by SP to finance the Company
at a future date, SP hereby waives the obligation of Global to register shares
of common stock underling any convertible securities not yet issued, in
connection with a future financing not yet consummated, if any, in the Company's
pending registration statement to be filed as of today's date.

         All rights with respect to registration of the shares associated with
any future financing on any future registration statement are hereby expressly
reserved.



                                                       Very truly yours,



                                                       By: _________________