THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) MORGAN JOSEPH & CO. INC. (“MORGAN
      JOSEPH”)
      OR AN
      UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A
      BONA
      FIDE OFFICER OR PARTNER OF MORGAN JOSEPH OR OF ANY SUCH UNDERWRITER OR SELECTED
      DEALER. 

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
      GLOBAL TECHNOLOGY INDUSTRIES, INC. OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET
      OR
      STOCK ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE
      OPERATING BUSINESSES (“BUSINESS
      COMBINATION”)
      (AS
      DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN))
      OR ____________ , 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,
      _____________, 2010. 

     

    UNIT
      PURCHASE OPTION

     

    FOR
      THE
      PURCHASE OF

     

    500,000
      UNITS

     

    OF

     

    GLOBAL
      TECHNOLOGY INDUSTRIES, INC.

     

    1.  Purchase
      Option

     

    THIS
      CERTIFIES THAT, in consideration of $100.00 duly paid to Global Technology
      Industries, Inc. (the “Company”),
      Morgan Joseph & Co. Inc. (“Morgan
      Joseph”)
      or
      registered assigns (“Holder”)
      is
      entitled, at any time or from time to time upon the later of the consummation
      of
      a Business Combination or ___________, 2007 (“Commencement Date”), and at or
      before 5:00 p.m., New York City local time, ________________, 2010
      (“Expiration
      Date”),
      but
      not thereafter, to subscribe for, purchase and receive, in whole or in part,
      up
      to Five Hundred Thousand (500,000) units (“Units”)
      of the
      Company, each Unit consisting of one share of common stock of the Company,
      par
      value $0.0001 per share (“Common
      Stock”),
      and
      one warrant (“Warrant”)
      expiring four years from the effective date (“Effective
      Date”)
      of the
      registration statement (“IPO
      Registration Statement”)
      pursuant to which Units are offered for sale to the public (the “IPO”).
      Each
      Warrant shall be in the same form as the warrants included in the Units being
      registered for sale to the public by way of the IPO Registration Statement
      (“Public
      Warrants”)
      except
      that the exercise price of each Warrant shall be $7.50 per share (subject to
      adjustment under the same circumstances that the exercise price of the Public
      Warrants is adjusted). If the Expiration Date is a day on which banking
      institutions are authorized by law to close, then this Purchase Option may
      be
      exercised on the next succeeding day that is not such a day in accordance with
      the terms herein. During the period ending on the Expiration Date, the Company
      agrees not to take any action that would terminate the Purchase Option. This
      Purchase Option is initially exercisable at $10.00 per Unit so purchased;
      provided, however, that upon the occurrence of any of the events specified
      in
      Section 6 hereof, the rights granted by this Purchase Option, including the
      exercise price per Unit and the number of Units (and shares of Common Stock
      and
      Warrants) to be received upon such exercise, shall be adjusted as therein
      specified. The term “Exercise Price” shall mean the initial exercise price or
      the adjusted exercise price, depending on the context. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.  Exercise

     

    2.1  Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased,
      payable in cash or by certified check or official bank check. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., New York City local time, on the Expiration Date, this Purchase Option
      shall become and be void without further force or effect, and all rights
      represented hereby shall cease and expire. 

     

    2.2  Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (the “Securities
      Act”):
      

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR APPLICABLE STATE LAW. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT
      TO AN
      EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW.”


     

    2.3  Cashless
      Exercise.

     

    2.3.1  Determination
      of Amount.
      In lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable and in lieu of being entitled to receive
      Common Stock and Warrants in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (“Conversion
      Right”)
      as
      follows: upon exercise of the Conversion Right, the Company shall deliver to
      the
      Holder (without payment by the Holder of any of the Exercise Price in cash)
      that
      number of Units equal to the quotient obtained by dividing (x) the “Value” (as
      defined below) of the portion of the Purchase Option being converted by (y)
      the
“Current Market Value” (as defined below). The “Value”
of
      the
      portion of the Purchase Option being converted shall equal the remainder derived
      from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of
      Units underlying the portion of this Purchase Option being converted from (b)
      the Current Market Value of a Unit multiplied by the number of Units underlying
      the portion of the Purchase Option being converted. As used herein, the term
      “Current
      Market Value”
per
      Unit at any date means the remainder derived from subtracting (x) the exercise
      price of the Warrant multiplied by the number of shares of Common Stock issuable
      upon exercise of the Warrant underlying one Unit from (y) the Current Market
      Price of the Common Stock multiplied by the number of shares of Common Stock
      underlying the Warrant and the Common Stock issuable upon exercise of one Unit.
      

     

    
      
        
        

      

      
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    The
      “Current
      Market Price”
of
      a
      share of Common Stock shall mean (i) if the Common Stock is listed on a national
      securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap
      Market or Over-The-Counter Bulletin Board (or successor), the last sale price
      of
      the Common Stock in the principal trading market for the Common Stock as
      reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the
      Common Stock is not listed on a national securities exchange or quoted on the
      Nasdaq National Market, Nasdaq SmallCap Market or the Over-The-Counter Bulletin
      Board (or successor), but is traded in the residual over-the-counter market,
      the
      closing bid price for the Common Stock on the last trading day preceding the
      date in question for which such quotations are reported by the Pink Sheets,
      LLC
      or similar publisher of such quotations; and (iii) if the fair market value
      of
      the Common Stock cannot be determined pursuant to clause (i) or (ii) above,
      such
      price as the Board of Directors of the Company shall determine, in good faith.
      

     

    2.3.2  Mechanics
      of Cashless Exercise.
      The
      Cashless Exercise Right may be exercised by the Holder on any business day
      on or
      after the Commencement Date and not later than the Expiration Date by delivering
      the Purchase Option with the duly executed exercise form attached hereto with
      the cashless exercise section completed to the Company, exercising the Cashless
      Exercise Right and specifying the total number of Units the Holder will purchase
      pursuant to such Cashless Exercise Right. 

     

    2.4  Warrant
      Exercise.
      Any
      warrants underlying the Units shall be issued pursuant to and subject to the
      terms and conditions set forth in the Warrant Agreement, dated as of
      ______________, 2006, between the Company and Continental Stock Transfer &
Trust Company, acting as Warrant Agent (the “Warrant
      Agreement”);
      provided, that the exercise price of the Warrants shall be as set forth
      herein.

     

    

        2.5  Net
          Cash Settlements.
          In no
          event will the Company be required to net cash settle the exercise of the
          Purchase Option or the Warrants underlying the Purchase Option. The
          holder of the Purchase Option and the Warrants underlying the Purchase
          Option
          will not be entitled to exercise the Purchase Option or the Warrants underlying
          such Purchase Option unless a registration statement is effective, or an
          exemption from the registration requirements is available at such time
          and, if
          the holder is not able to exercise the Purchase Option or underlying Warrants,
          the Purchase Option and/or the underlying Warrants, as applicable, will
          expire
          worthless.

         


    

    3.  Transfer

     

    3.1  General
      Restrictions.
      The
      Holder, by its acceptance hereof, agrees that it will not sell, transfer,
      assign, pledge or hypothecate this Purchase Option or its
      underlying securities, nor will it engage in any hedging, short sale,
      derivative, put, or call transaction that would result in the effective
      economic disposition of this Purchase Option or its underlying
      securities, for a period of one year following the Effective Date to anyone
      other than (i) Morgan Joseph or an underwriter or a selected dealer in
      connection with the IPO, or (ii) a bona fide officer or partner of Morgan Joseph
      or of any such underwriter or selected dealer in accordance with the National
      Association of Securities Dealers, Inc. (“NASD”)
      Conduct Rule 2710(g)(1). On and after the first anniversary of the Effective
      Date, transfers to others may be made subject to compliance with or exemptions
      from applicable securities laws. In order to make any permitted assignment,
      the
      Holder must deliver to the Company the assignment form attached hereto duly
      executed and completed, together with the Purchase Option and payment of all
      transfer taxes, if any, payable in connection therewith. The Company shall
      within five business days transfer this Purchase Option on the books of the
      Company and shall execute and deliver a new Purchase Option or Purchase Options
      of like tenor to the appropriate assignee(s) expressly evidencing the right
      to
      purchase the aggregate number of Units purchasable hereunder or such portion
      of
      such number as shall be contemplated by any such assignment. 

     

    
      
        
        

      

      
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          3
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    3.2  Restrictions
      Imposed by the Securities Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder that
      the securities may be transferred pursuant to an exemption from registration
      under the Securities Act and applicable state securities laws, the availability
      of which is established to the reasonable satisfaction of the Company, or (ii)
      a
      registration statement or a post-effective amendment to the IPO Registration
      Statement relating to such securities has been filed by the Company and declared
      effective by the Securities and Exchange Commission (the “SEC”)
      and
      compliance with applicable state securities law has been established.


     

    4.  Partial
      Exercises or Transfers; Lost Certificates

     

    4.1  Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and funds sufficient
      to pay any Exercise Price and/or transfer tax, the Company shall cause to be
      delivered to the Holder without charge a new Purchase Option of like tenor
      to
      this Purchase Option in the name of the Holder evidencing the right of the
      Holder to purchase the number of Units purchasable hereunder as to which this
      Purchase Option has not been exercised or assigned. 

     

    4.2  Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification and, if required by the Company, the posting of a bond, the
      Company shall execute and deliver a new Purchase Option of like tenor and date.
      Any such new Purchase Option executed and delivered as a result of such loss,
      theft, mutilation or destruction shall constitute a substitute contractual
      obligation on the part of the Company. 

     

    5.  Registration
      Rights

     

    5.1  Definitions.
      For
      purposes of this Purchase Option, the following terms shall have the meanings
      set forth below 

     

    5.1.1  “Demand
      Registration”
shall
      have the meaning set forth in Section 5.2. 

     

    5.1.2  “Demanding
      Holders”
shall
      mean, in connection with any Demand Registration or Piggyback Registration,
      the
      Eligible Holders whose Registrable Securities are included in such Registration.
      

     

    5.1.3  “Eligible
      Holder”
shall
      mean a Holder of one of more of the Purchase Options, Units, Common Stock or
      Warrants included in the Units issued upon exercise of the Purchase Option,
      or
      Common Stock issued upon exercise of such Warrants, and “Eligible
      Holders”
means
      the Holders of all of the Purchase Options, Units, Common Stock or Warrants
      issued upon exercise of the Purchase Options, or Common Stock issued upon
      exercise of such Warrants; provided,
      however,
      that
“Eligible
      Holder”
shall
      not include any person or entity that holds Common Stock acquired upon exercise
      of the Purchase Option or upon exercise of Warrants acquired upon exercise
      of
      such Purchase Option that has been acquired pursuant to a transfer pursuant
      to
      Rule 144 and that may be traded without restriction pursuant to Rule 144 or
      registered under the Securities Act (other than the registration statement
      pursuant to which the Purchase Option was registered). 

     

    
      
        
        

      

      
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          4
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    5.1.4  “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended. 

     

    5.1.5  “Investor
      Securities”
shall
      mean the securities eligible for registration pursuant to the Registration
      Rights Agreement.

     

    5.1.6  “Piggyback
      Registration”
shall
      have the meaning set forth in Section 5.3. 

     

    5.1.7  “Purchase
      Options”
shall
      mean this Purchase Option and any other identical Purchase Options (other than
      the number of Units that may be acquired and the identity of the Holder) derived
      from this Purchase Option as a result of transfer of a portion of this Purchase
      Option. 

     

    5.1.8  “Registrable
      Securities”
shall
      mean the Common Stock included in the Units issuable upon exercise of the
      Purchase Options and the Common Stock issued or issuable upon exercise of the
      Warrants included in the Purchase Options, and all shares of Common Stock issued
      with respect to such securities as a result of any stock split or stock
      dividend; provided, however, that such shares of Common Stock shall cease to
      be
      Registrable Securities: (a) upon sale or transfer pursuant to an effective
      registration statement under the Securities Act; or (b) when all Registrable
      Shares held by an Eligible Holder can be sold or by the Eligible Holder under
      Rule 144 under the Securities Act within any three-month period. 

     

    5.1.9  “Registration”
shall
      mean a Demand Registration or a Piggyback Registration. 

     

    5.1.10  “Registration
      Rights Agreement”
shall
      mean that certain Registration Rights Agreement dated as of ____________, 2006
      between the Company and the initial investors in the Company. 

     

    5.1.11  “Underwriting
      Agreement”
shall
      mean that certain Underwriting Agreement dated _______________, 2006 by and
      among the Company, on one hand, and Morgan Joseph and several other underwriters
      on the other hand. 

     

    5.2  Demand
      Registration

     

    5.2.1  Grant
      of Right.
      The
      Company, upon written demand (“Initial
      Demand Notice”)
      of the
      Eligible Holder(s) of at least 51% of the Registrable Securities (“Initiating
      Holders”)
      at any
      time within the four-year period commencing one year after the Effective Date,
      agrees to register (the “Demand
      Registration”)
      under
      the Securities Act on one occasion all or any portion of the Registrable
      Securities requested by the Initiating Holders in the Initial Demand Notice
      and
      the Registrable Securities requested to be included by each other Eligible
      Holder within 15 days of receipt of notice of the Demand Registration from
      the
      Company. The Initial Demand Notice shall specify the number of shares of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. As a condition to including Registrable Securities in
      the
      Demand Registration, each Demanding Holder must furnish to the Company such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of the Registrable Securities.

     

    
      
        
        

      

      
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          5
          -

        
          

        

      

      
        
        

      

       

    

    5.2.2  Effective
      Registration.
      A
      Registration will not count as a Demand Registration until the Registration
      Statement filed with the SEC with respect to such Demand Registration has been
      declared effective; provided,
      however,
      that
      (a) if such a majority in interest of the Demanding Holders request withdrawal
      of the Registration Statement prior to its effectiveness, such Registration
      will
      count as a Demand Registration unless the Demanding Holders reimburse the
      Company for its out-of-pocket costs and expenses incurred prior to such
      withdrawal within 30 days after receipt of invoice therefor from the Company;
      and (b) once the Registration Statement has been declared effective, the
      offering of Registrable Securities pursuant to a Demand Registration is
      interfered with by any stop order or injunction of the SEC or any other
      governmental agency or court, the Registration Statement with respect to such
      Demand Registration will be deemed not to have been declared effective, unless
      and until (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) Demanding Holders holding a majority of the Registrable
      Securities that have not be sold pursuant to the Registration Statement
      thereafter elect to continue the offering. 

     

    5.2.3  Filing
      Registration Statement.
      The
      Company shall, as expeditiously as possible and in any event within 60 days
      after receipt of the Initial Demand Notice, prepare and file with the SEC a
      Registration Statement on any form for which the Company then qualifies or
      which
      counsel for the Company shall deem appropriate and which form shall be available
      for the sale of all Registrable Securities to be registered thereunder in
      accordance with the intended method(s) of distribution thereof, and shall use
      its best efforts to cause such Registration Statement to become and remain
      effective for the period required by Section 5.2.5; provided,
      however,
      that,
      if the Chief Executive Officer or Chairman of the Company furnishes to the
      Demanding Holders a certificate stating in good faith that the Company expects
      to file a registration statement (other than a registration statement relating
      to any employee benefit plan, or a registration statement related solely to
      stock issued upon conversion of debt securities) within 90 days of the Company’s
      receipt of the Initial Demand Notice and is exercising its right to delay the
      filing of a Registration Statement during the resulting Blackout Period (defined
      below) (the “Blackout
      Period Certificate”)
      within
      five (5) business days after it receives the Initial Demand Notice then (i)
      the
      Company shall not be required to take any action pursuant to this section 5.2.3
      during such Blackout Period provided that the Company is actively employing
      in
      good faith all reasonable efforts to cause such registration statement to become
      effective, (ii) the Initial Demand Notice shall be deemed received, for purposes
      of determining the availability of registration rights of the Holders under
      this
      Section 5, when actually received by the Company, and (iii) the Initial Demand
      Notice shall be deemed received, for purposes of determining the timing of
      any
      obligation of the Company under this Section 5.2.3, on the first business day
      immediately succeeding the conclusion of such Blackout Period. For purposes
      of
      this Section 5.2.3, “Blackout Period” means a period not to exceed (90) days
      beginning on the date the Company’s Chief Executive Officer or Chairman
      furnishes to the Demanding Holder the Blackout Period Certificate; provided
      that
      in the event the Company in fact files such registration statement within such
      90-day period, such 90-day period shall be extended until the last day of the
      distribution period of such primary offering of securities. The Company may
      not
      delay the ability of the Demanding Holders to exercise any of their rights
      under
      this Purchase Option by way of giving notice of a Blackout Period more than
      twice in any 12 month period, and any notice of a Blackout Period given by
      the
      Company to the Demanding Holders cannot come less than six months after a
      previous Blackout Period notice given by the Company. 

     

    
      
        
        

      

      
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    5.2.4  Underwritten
      Offering.

     

    (a)  Election
      for Underwritten Offering.
      If the
      Initiating Holders so elect and advise the Company as part of the Initial Demand
      Notice, the offering of such Registrable Securities pursuant to such Demand
      Registration shall be in the form of a firm commitment underwritten offering
      with such managing underwriter or underwriters selected by the Initiating
      Holders, subject to reasonable approval of the Company. In such event, the
      right
      of any Eligible Holder to include its Registrable Securities in such
      registration shall be conditioned upon such Holder’s participation in such firm
      commitment underwritten offering and the inclusion of such Holder’s Registrable
      Securities in the underwriting to the extent provided herein. 

     

    (b)  Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Demand Registration that is to be
      a
      firm commitment underwritten offering advises the Company and the Demanding
      Holders in writing that the dollar amount or number of shares of Registrable
      Securities which the Demanding Holders desire to sell, taken together with
      all
      other shares of Common Stock or other securities which the Company desires
      to
      sell and the shares of Common Stock, if any, as to which registration has been
      requested pursuant to written contractual piggy-back registration rights held
      by
      other stockholders of the Company who desire to sell, exceeds the maximum dollar
      amount or maximum number of shares that can be sold in such offering without
      adversely affecting the proposed offering price, the timing, the distribution
      method, or the probability of success of such offering (such maximum dollar
      amount or maximum number of shares, as applicable, the “Maximum
      Number of Shares”),
      then
      the Company shall include in such registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders (pro rata in accordance with the number of shares that each such Holder
      has requested be included in such registration, regardless of the number of
      shares held by each such Holder (such proportion is referred to herein as
“Pro
      Rata”))
      that
      can be sold without exceeding the Maximum Number of Shares; (ii) second, to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities that the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of
      Shares; (iii) third, to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clauses (i) and (ii), the Investor Securities
      that the holders thereof have requested be included in such registration, Pro
      Rata, that can be sold without exceeding the Maximum Number of Shares; and
      (iv)
      fourth, to the extent that the Maximum Number of Shares have not been reached
      under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock
      or
      other securities for the account of other persons that the Company is obligated
      to register pursuant to written contractual arrangements with such persons
      and
      that can be sold without exceeding the Maximum Number of Shares. 

     

    (c)  Underwriting
      Agreement.
      If the
      offering pursuant to a Demand Registration or a Piggyback Registration will
      be in the form of a firm commitment underwritten offering, the Company shall
      enter into an underwriting agreement with the managing underwriter(s) in form
      and substance reasonably satisfactory to the Company, which agreement shall
      contain such representations, warranties and covenants by the Company and such
      other terms as are customarily contained in agreements of that type. In
      addition, and as a condition to including their Registrable Securities in the
      Demand Registration or Piggyback Registration, each Demanding Holder and any
      other party to which the Company has granted piggy-back registration rights
      must: (i) enter into the underwriting agreement in a form approved by a
      majority-in-interest of the Initiating Holders; and (ii) execute appropriate
      custody agreements and otherwise cooperate fully in the preparation of the
      registration statement and other documents relating to any offering.


     

    
      
        
        

      

      
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    (d)  Blue
      Sky Filings.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      Initiating Holder(s); provided, however, that in no event shall the Company
      be
      required to register the Registrable Securities in a state in which such
      registration would cause (i) would cause the Company to be obligated to qualify
      to do business in such state, (ii) would subject the Company to taxation as
      a
      foreign corporation doing business in such jurisdiction or (iii) would require
      the principal stockholders of the Company to be obligated to escrow their shares
      of capital stock of the Company. 

     

    5.2.5  Period
      of Effectiveness.
      The
      Company shall cause any registration statement filed pursuant to the Demand
      Registration to remain effective until the first to occur of (i) sale or
      transfer of all the Registrable Securities included in such registration
      statement and (ii) nine months from the effective date of such registration
      statement, which period shall be extended by the number of days in such period
      that the Company has advised the Demanding Holders cannot sell their Registrable
      Securities under the registration statement. 

     

    5.3  Piggyback
      Registration.

     

    5.3.1  Piggyback
      Rights.
      If at
      any time during the seven-year period commencing on the Effective Date, the
      Company proposes to file a registration statement under the Securities Act
      with
      respect to an offering of equity securities, or securities or other obligations
      exercisable or exchangeable for, or convertible into, equity securities, by
      the
      Company for its own account or for stockholders of the Company for their account
      (or by the Company and by stockholders of the Company), other than a
      registration statement (i) filed in connection with any employee stock
      option or other benefit plan, (ii) for an exchange offer or offering of
      securities solely to the Company’s existing stockholders, (iii) for an offering
      of debt that is convertible into equity securities of the Company, (iv) for
      a
      dividend reinvestment plan, or (v) for a reorganization, including a merger,
      sale of assets or an acquisition of a business, then the Company shall (x)
      give
      written notice of such proposed filing to the Eligible Holders as soon as
      practicable but in no event less than 10 days before the anticipated filing
      date, which notice shall describe the amount and type of securities to be
      included in such offering, the intended method(s) of distribution, and the
      name
      of the proposed managing underwriter or underwriters, if any, of the offering,
      and (y) offer to the holders of Registrable Securities in such notice the
      opportunity to register the sale of such number of shares of Registrable
      Securities as such holders may request in writing within five days following
      receipt of such notice (a “Piggyback
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration and shall use its best efforts to cause the managing underwriter
      or
      underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggyback Registration on the same
      terms and conditions as any similar securities of the Company and to permit
      the
      sale or other disposition of such Registrable Securities in accordance with
      the
      intended method(s) of distribution thereof. All Demanding Holders proposing
      to
      distribute Registrable Securities through a Piggyback Registration that involves
      an underwriter or underwriters shall enter into an underwriting agreement in
      customary form with the underwriter or underwriters selected for such Piggyback
      Registration. 

     

    
      
        
        

      

      
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    5.3.2  Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Piggyback Registration that is to
      be
      an underwritten offering advises the Company and the Demanding Holders in
      writing that the dollar amount or number of shares of Common Stock which the
      Company desires to sell, taken together with shares of Common Stock, if any,
      as
      to which registration has been demanded pursuant to written contractual
      arrangements with persons other than the Demanding Holders, and the shares
      of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      the written contractual piggy-back registration rights of other stockholders
      of
      the Company, exceeds the Maximum Number of Shares, then the Company shall
      include in any such registration: 

     

    (a)  If
      the
      registration is undertaken for the Company’s account: (i) first, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (iii) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (i), the shares of Common Stock or other securities, if any, comprised
      of
      Registrable Securities and Investor Securities, as to which registration has
      been requested pursuant to the applicable written contractual piggy-back
      registration rights of such security holders, Pro Rata, that can be sold without
      exceeding the Maximum Number of Shares; and (iii) third, to the extent that
      the
      Maximum Number of shares has not been reached under the foregoing clauses (i)
      and (ii), the shares of Common Stock or other securities for the account of
      other persons that the Company is obligated to register pursuant to written
      contractual piggy-back registration rights with such persons and that can be
      sold without exceeding the Maximum Number of Shares; 

     

    (b)  If
      the
      registration is a “demand” registration undertaken at the demand of holders of
      Investor Securities, (i) first, the shares of Common Stock or other securities
      for the account of the demanding persons, Pro Rata, that can be sold without
      exceeding the Maximum Number of Shares; (ii) second, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clause (i),
      the shares of Common Stock or other securities that the Company desires to
      sell
      that can be sold without exceeding the Maximum Number of Shares; (iii) third,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (i) and (ii), the shares of Registrable Securities, Pro Rata,
      as to which registration has been requested pursuant to the terms hereof, that
      can be sold without exceeding the Maximum Number of Shares; and (iv) fourth,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual arrangements with such persons, that
      can be sold without exceeding the Maximum Number of Shares; and 

     

    (c)  If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than holders of Investor Securities, (i) first, the shares of Common
      Stock
      or other securities for the account of the demanding persons that can be sold
      without exceeding the Maximum Number of Shares; (ii) second, to the extent
      that
      the Maximum Number of Shares has not been reached under the foregoing clause
      (i), the shares of Common Stock or other securities that the Company desires
      to
      sell that can be sold without exceeding the Maximum Number of Shares; (iii)
      third, to the extent that the Maximum Number of Shares has not been reached
      under the foregoing clauses (i) and (ii), collectively the shares of Common
      Stock or other securities comprised of Registrable Securities and Investor
      Securities, Pro Rata, as to which registration has been requested pursuant
      to
      the terms hereof and of the Registration Rights Agreement, as applicable, that
      can be sold without exceeding the Maximum Number of Shares; and (iv) fourth,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual arrangements with such persons, that
      can be sold without exceeding the Maximum Number of Shares. 

     

    
      
        
        

      

      
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    5.3.3  Withdrawal.
      Any
      Demanding Holder may elect to withdraw such Holder’s request for inclusion of
      Registrable Securities in any Piggyback Registration by giving written notice
      to
      the Company of such request to withdraw prior to the effectiveness of the
      registration statement. The Company (whether on its own determination or as
      the
      result of a withdrawal by persons making a demand pursuant to written
      contractual obligations) may withdraw a registration statement at any time
      prior
      to the effectiveness of the registration statement. Notwithstanding any such
      withdrawal, the Company shall pay all expenses incurred by the Demanding Holders
      in connection with such Piggyback Registration as provided in Section 5.4.3.
      

     

    5.3.4  Suspension
      of Use of Effective Registration Statement.
      If a
      registration statement relating to the registration of Registrable Securities
      under this Section 5 hereof has been declared effective (“Effective
      Registration Statement”),
      subject to the good faith determination by the Board of Directors of the Company
      that it is reasonably necessary to suspend the use of such Effective
      Registration Statement or sales of Registrable Securities by Eligible Holders
      under such Effective Registration Statement, the Company may, upon written
      notice (the “Suspension
      Notice”)
      to the
      Eligible Holders, direct the Eligible Holders to suspend the use of or sales
      under such Effective Registration Statement for a period not to exceed thirty
      (30) days in any three (3) month period or ninety (90) days in the aggregate
      in
      any twelve (12) month period, if any of the following events (each, a
“Suspension
      Event”)
      shall
      occur: negotiations relating to, or the consummation of, a transaction or the
      occurrence of an event, in each case, that (i) would require additional
      disclosure of material information by the Company in such Effective Registration
      Statement or other public filings and which has not been so disclosed, and
      (ii)
      either (x) as to which the Company has a bona fide business purpose for
      preserving confidentiality, or (y) that renders the Company unable to comply
      with SEC requirements or (z) that would make it unduly burdensome to promptly
      amend or supplement such Effective Registration Statement on a post-effective
      basis, as applicable. Upon the occurrence of any such Suspension Event, the
      Company shall use its reasonable best efforts to take or cause to be taken
      such
      action as is necessary to permit resumed use of such Effective Registration
      Statement promptly following the cessation of the Suspension Event giving rise
      to such suspension so as to permit the Eligible Holders to resume use of and
      sales under such Effective Registration Statement as soon as practicable
      thereafter. Upon cessation of the Suspension Event giving rise to such
      suspension, the Company shall provide the Eligible Holders with prompt written
      notice that the Suspension Event has ceased (the “End
      of
      Suspension Notice”).
      The
      Holders shall not effect any sales of the Registrable Securities pursuant to
      such Effective Registration Statement at any time after it has received a
      Suspension Notice from the Company and prior to receipt of an End of Suspension
      Notice. If so directed by the Company in a Suspension Notice, each Eligible
      Holder will deliver to the Company (at the expense of the Company) all copies,
      other than permanent file copies then in such Eligible Holder’s possession, of
      any prospectuses covering the Registrable Securities at the time of receipt
      of
      such Suspension Notice.

     

    
      
        
        

      

      
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    5.4  General
      Terms.

     

    5.4.1  Indemnification.
      In
      connection with each Registration, the Company shall indemnify the Demanding
      Holders and each person, if any, who controls such Holders within the meaning
      of
      Section 15 of the Securities Act or Section 20(a) of the Exchange Act against
      all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Securities Act, the Exchange Act or
      otherwise, arising from such registration statement but only to the same extent
      and with the same effect as the provisions pursuant to which the Company has
      agreed to indemnify the underwriters contained in Section 5 of the Underwriting
      Agreement. The Demanding Holders, and their successors and assigns, shall
      severally, and not jointly, indemnify the Company, its officers and directors
      and each person, if any, who controls the Company within the meaning of Section
      15 of the Securities Act or Section 20(a) of the Exchange Act, against all
      loss,
      claim, damage, expense or liability (including all reasonable attorneys’ fees
      and other expenses reasonably incurred in investigating, preparing or defending
      against any claim whatsoever) to which they may become subject under the
      Securities Act, the Exchange Act or otherwise, arising from information
      furnished by or on behalf of such Holders, or their successors or assigns,
      in
      writing, for specific inclusion in such registration statement to the same
      extent and with the same effect as the provisions contained in Section 5 of
      the
      Underwriting Agreement. 

     

    5.4.2  Listing.
      The
      Company shall use its best efforts to cause all Registrable Securities included
      in any registration to be listed on such exchanges or otherwise designated
      for
      trading in the same manner as similar securities issued by the Company are
      then
      listed or designate. 

     

    5.4.3  Registration
      Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with each
      Registration and all expenses incurred in performing or complying with its
      other
      obligations under this Agreement, whether or not the Registration Statement
      becomes effective, including, without limitation: (a) all registration and
      filing fees; (b) fees and expenses of compliance with securities or “blue sky”
laws (including fees and disbursements of counsel in connection with blue sky
      qualifications of the Registrable Securities); (c) printing expenses; (d) the
      Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (e) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities as required by Section
      5.4.2; (f) NASD fees; (g) fees and disbursements of counsel for the Company
      and
      fees and expenses for independent certified public accountants retained by
      the
      Company; (h) the fees and expenses of any special experts retained by the
      Company in connection with such registration and (i) the fees and expenses
      of
      one legal counsel for all holders of securities included in such Registration.
      The Company shall have no obligation to pay any underwriting discounts or
      selling commissions attributable to the Registrable Securities being sold by
      the
      Demanding Holders, which underwriting discounts or selling commissions shall
      be
      borne by such Demanding Holders. Additionally, in an underwritten offering,
      all
      selling stockholders and the Company shall bear the expenses of the underwriter
      pro rata in proportion to the respective amount of shares each is selling in
      such offering. 

     

    
      
        
        

      

      
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    5.4.4  Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder
      to
      exercise this Purchase Option or Warrants underlying this Purchase Option prior
      to or after the initial filing of any registration statement or the
      effectiveness thereof. 

     

    5.4.5  Documents
      Delivered to Holders.
      If
      requested by Morgan Joseph in connection with any Demand Registration, the
      Company shall furnish to them, as representatives of the Demanding Holders,
      a
      signed counterpart, addressed to the Demanding Holders, of (i) an opinion of
      counsel to the Company, dated the effective date of such registration statement
      (and, if such registration includes an underwritten public offering, an opinion
      dated the date of the closing under any underwriting agreement related thereto),
      and (ii) a “cold comfort” letter dated the effective date of such registration
      statement (and, if such registration includes an underwritten public offering,
      a
      letter dated the date of the closing under the underwriting agreement) signed
      by
      the independent public accountants who have issued a report on the Company’s
      financial statements included in such registration statement, in each case
      covering substantially the same matters with respect to such registration
      statement (and the prospectus included therein) and, in the case of such
      accountants’ letter, with respect to events subsequent to the date of such
      financial statements, as are customarily covered in opinions of issuer’s counsel
      and in accountants’ letters delivered to underwriters in underwritten public
      offerings of securities. The Company shall also deliver promptly to Morgan
      Joseph, as representative of the Demanding Holders, the correspondence and
      memoranda described below and copies of all correspondence between the SEC
      and
      the Company, its counsel or auditors and all memoranda relating to discussions
      with the SEC or its staff with respect to the registration statement and permit
      Morgan Joseph, as representative of the Demanding Holders, to do such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of the NASD. Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as Morgan Joseph, as representative of the Demanding Holders,
      shall
      reasonably request. The Company shall not be required to disclose any
      confidential information or other records to Morgan Joseph, as representative
      of
      the Demanding Holders, or to any other person, until and unless such persons
      shall have entered into reasonable confidentiality agreements (in form and
      substance reasonably satisfactory to the Company), with the Company with respect
      thereto. 

     

    5.4.6  Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the registration statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such notice.


     

    
      
        
        

      

      
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    6.  Adjustments

     

    6.1  Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    6.1.1  Stock
      Dividends and Splits.
      If
      after the date hereof, and subject to the provisions of Section 6.4 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock or by a split-up of shares of Common Stock
      or
      other similar event, then, on the effective date thereof, the number of shares
      of Common Stock underlying each of the Units purchasable hereunder shall be
      increased in proportion to such increase in outstanding shares. In such case,
      the number of shares of Common Stock, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $10.00 per whole Unit
      (each Warrant underlying the Units is exercisable for $7.50 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder
      to receive two shares of Common Stock and two Warrants (each Warrant exercisable
      for $3.75 per share). 

     

    6.1.2  Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.4, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, on the effective date thereof, the number of shares of Common
      Stock
      underlying each of the Units purchasable hereunder shall be decreased in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      shares of Common Stock, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants. 

     

    6.1.3  Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
      solely affects the par value of such shares of Common Stock, or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a Holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
      6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers. 

     

    
      
        
        

      

      
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    6.1.4  Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof. 

     

    6.2  Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments that shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers. 

     

    6.3  Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of the Purchase Option,
      nor
      shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      Warrants, shares of Common Stock or other securities, properties or rights.
      

     

    
      
        
        

      

      
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    7.  Warrant
      Redemption

     

    Notwithstanding
      anything to the contrary contained herein or in the Warrant Agreement, (i)
      this
      Purchase Option shall, if not earlier exercised in full, be automatically
      exercised, on a cashless basis as described in Section 2.3 hereof, immediately
      prior to the Redemption Date (as defined in the Warrant Agreement) upon
      redemption of the Company’s outstanding warrants pursuant to Section 6 of the
      Warrant Agreement (provided that notice is provided to the Holder on the same
      terms as provided to the holders of Warrants pursuant to the Warrant Agreement),
      and (ii) each Warrant that is part of a Unit issued hereunder upon such
      automatic conversion shall be redeemed by the Company as part of such redemption
      for the Redemption Price (as defined in the Warrant Agreement). 

    


    8.  Reservation
      and Listing

     

    The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      the
      Purchase Options or the Warrants underlying the Purchase Options, such number
      of
      shares of Common Stock or other securities, properties or rights as shall be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of the Purchase Options and payment of the Exercise Price therefor,
      all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable and not subject to
      preemptive rights of any stockholder. The Company further covenants and agrees
      that upon exercise of the Warrants underlying the Purchase Options and payment
      of the respective Warrant exercise price therefor, all shares of Common Stock
      and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable and not subject to preemptive rights
      of
      any stockholder. As long as the Purchase Options shall be outstanding, the
      Company shall use its best efforts to cause all Registrable Securities to be
      listed (subject to official notice of issuance) on all securities exchanges
      (or,
      if applicable on the Nasdaq National Market, SmallCap Market, OTC Bulletin
      Board
      or any successor trading market) on which the Common Stock of the Company may
      then be listed and/or quoted. 

     

    9.  Certain
      Notice Requirements 

     

    9.1  Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holder the right to vote or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Option and its exercise, any
      of
      the events described in Section 9.2 shall occur, then, in one or more of said
      events, the Company shall give written notice of such event at least 10 days
      prior to the date fixed as a record date or the date of closing the transfer
      books for the determination of the stockholders entitled to such dividend,
      distribution, conversion or exchange of securities or subscription rights,
      or
      entitled to vote on such proposed dissolution, liquidation, winding up or sale.
      Such notice shall specify such record date or the date of the closing of the
      transfer books, as the case may be. Notwithstanding the foregoing, the Company
      shall deliver to each Holder a copy of each notice given to the other
      stockholders of the Company at the same time and in the same manner that such
      notice is given to the stockholders. 

     

    
      
        
        

      

      
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    9.2  Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 9.2
      upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its shares of Common Stock for the purpose of entitling them
      to
      receive a cash dividend or distribution payable otherwise than out of retained
      earnings, as indicated by the accounting treatment of such dividend or
      distribution on the books of the Company, or (ii) the Company shall offer to
      all
      the holders of its Common Stock any additional shares of capital stock of the
      Company or securities convertible into or exchangeable for shares of capital
      stock of the Company, or any option, right or warrant to subscribe therefor,
      or
      (iii) a dissolution, liquidation or winding up of the Company. 

     

    9.3  Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (“Price Notice”). The Price Notice shall describe the event causing the
      change and the method of calculating same and shall be certified as being true
      and accurate by the Company’s Chief Financial Officer. 

     

    9.4  Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, or mailed by express mail or private courier service: (i) if to
      the
      registered Holder of this Purchase Option, to the address of such Holder as
      shown on the books of the Company, or (ii) if to the Company, to the executive
      offices of the Company, Attn; Chief Executive Officer. 

     

    10.  Miscellaneous

     

    10.1  Amendments.
      The
      Company and Morgan Joseph may from time to time supplement or amend this
      Purchase Option without the approval of any of the Holders in order to cure
      any
      ambiguity, to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that the Company
      and Morgan Joseph may deem necessary or desirable and that the Company and
      Morgan Joseph deem shall not adversely affect the interest of the Holders.
      All
      other modifications or amendments shall require the written consent of and
      be
      signed by the party against whom enforcement of the modification or amendment
      is
      sought. 

     

    10.2  Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option. 

     

    10.3  Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof. 

     

    10.4  Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein contained.


     

    
      
        
        

      

      
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    10.5  Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. The Company hereby agrees that any action, proceeding or claim against
      it
      arising out of, or relating in any way to this Purchase Option shall be brought
      and enforced in the courts of the State of New York or of the United States
      of
      America for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenient forum. Any process or summons to be served upon the Company may
      be
      served by transmitting a copy thereof by registered or certified mail, return
      receipt requested, postage prepaid, addressed to it at the address set forth
      in
      Section 9.4 of this Agreement. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon the Company in any action, proceeding or claim.
      The Company and the Holder agree that the prevailing party(ies) in any such
      action shall be entitled to recover from the other party(ies) all of its
      reasonable attorneys’ fees and expenses relating to such action or proceeding
      and/or incurred in connection with the preparation therefor. 

     

    10.6  Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or the
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non- fulfillment shall be construed or deemed to be a waiver
      of any other or subsequent breach or non-compliance. 

     

    10.7  Execution
      in Counterparts.
      This
      Purchase Option may be executed in one or more counterparts, and by the
      different parties hereto in separate counterparts, each of which shall be deemed
      to be an original, but all of which taken together shall constitute one and
      the
      same agreement, and shall become effective when one or more counterparts has
      been signed by each of the parties hereto and delivered to each of the other
      parties hereto. 

     

    10.8  Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and Morgan Joseph enter into an agreement
      (“Exchange
      Agreement”)
      pursuant to which they agree that all outstanding Purchase Options will be
      exchanged for securities or cash or a combination of both, then Holder shall
      agree to such exchange and become a party to the Exchange Agreement.


     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ____________, 2006. 

     

    
      	 	 	 
	 	GLOBAL
              TECHNOLOGY
              INDUSTRIES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Robert B. Kay
	 	Title:
              President


    


     

    
      
        
        

      

      
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    Form
      to
      be used to exercise Purchase Option: 

     

    Global
      Technology Industries, Inc.

    375
      Park
      Avenue, Suite 1505

    New
      York,
      NY 10152

    


    Date:____________________,
      2006

    


    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase ___________ Units of Global Technology
      Industries, Inc. and hereby makes payment of $__________ (at the rate of
      $____________ per Unit) in payment of the Exercise Price pursuant thereto.
      Please issue the Common Stock and Warrants as to which this Purchase Option
      is
      exercised in accordance with the instructions given below. 

     

    or
      

     

    The
      undersigned hereby elects irrevocably to convert its right to purchase _____
      Units purchasable under the within Purchase Option by surrender of the
      unexercised portion of the attached Purchase Option (with a “Value” of
      $_________ based on a “Market Price” of $________). Please issue the securities
      comprising the Units as to which this Purchase Option is exercised in accordance
      with the instructions given below. 

     

     

    
      	 	 
	 	NOTICE:
              The signature to this assignment must correspond with the name as written
              upon the face of the Purchase Option in every particular, without
              alteration or enlargement or any change
              whatever.


    

     

    


    Signature(s)
      Guaranteed: 

    


     

      
        

      

    

    


    THE
      SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15). 

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

     

    
      	Name	 
	 	
              (Print
                in Block Letters)

            
	 	 
	Address	 


    

     

     

     

    
      
        
        

      

      
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Form
      to
      be used to assign Purchase Option: 

     

    ASSIGNMENT
      

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option): 

     

    FOR
      VALUE
      RECEIVED, _________________________________ does hereby sell, assign and
      transfer unto ______________________________ the right to purchase _______
      Units
      of Global Technology Industries, Inc. (“Company”)
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company. 

     

    Dated:
      _________________, 2006

    


    


    
      	 	 
	 	Signature
	 	 
	 	 
	 	NOTICE:
              The signature to this assignment must correspond with the name as written
              upon the face of the Purchase Option in every particular, without
              alteration or enlargement or any change
              whatever.


    

     

     

    Signature(s)
      Guaranteed:

     

     

      
        

      

    

     

    THE
      SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15).

     

    
      
        
        

      

      
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