NUMBER

              __________-

            	 	
              (SEE
                REVERSE SIDE FOR LEGEND)

              (THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, __________, 2010

            	 	
              WARRANTS

            


    

     

    GLOBAL
      TECHNOLOGY INDUSTRIES, INC.

    CUSIP
      

    WARRANT

    


    THIS
      CERTIFIES THAT, for value received

    


    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2010 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share (“Shares”), of Global Technology Industries, Inc., a
      Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, commencing on the later of (i) the consummation by the Company of
      a
      merger, capital stock exchange, asset acquisition or other similar business
      combination or (ii) __________, 2007, such number of Shares of the Company
      at
      the price of $6.00 per share, upon surrender of this Warrant Certificate and
      payment of the Warrant Price at the office or agency of the Warrant Agent,
      Continental Stock Transfer & Trust Company (such payment to be made by check
      made payable to the Warrant Agent), but only subject to the conditions set
      forth
      herein and in the Warrant Agreement between the Company and Continental Stock
      Transfer & Trust Company. The Warrant Agreement provides that upon the
      occurrence of certain events the Warrant Price and the number of Warrant Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised. 

    The
      Warrant Agreement further provides that the Company may require this Warrant
      to
      be exercised on a cashless basis.

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such holder.


    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.


      The
        Company reserves the right to call the Warrant, at any time prior to its
        exercise, with a notice of call in writing to the holders of record of the
        Warrant, giving 30 days’ notice of such call at any time after the Warrant
        becomes exercisable if the last sale price of the Shares has been at least
        $11.50 per share on each of 20 trading days within any 30 trading day period
        ending on the third business day prior to the date on which notice of such
        call
        is given;
        provided that if, during the period in which this Warrant is exercisable,
        a
        registration statement under the Securities Act of 1933 relating to the shares
        of common stock issuable upon exercise of this Warrant is not effective,
        or a
        prospectus relating to the shares of common stock issuable upon exercise
        of this
        Warrant is not available for use, the expiration date for the Warrant will
        be
        extended by the number of days during which such a registration statement
        was
        not effective or such prospectus was not available for use. The call
        price of the Warrants is to be $.01 per Warrant. Any Warrant either not
        exercised or tendered back to the Company by the end of the date specified
        in
        the notice of call shall be canceled on the books of the Company and have
        no
        further value except for the $.01 call price.


    


    By

    
      


      
        	 	     	 	       	 
	 	
                 Secretary

              	 	 President	 


      

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________ Warrants represented by this Warrant Certificate, and to
      purchase the shares of Common Stock issuable upon the exercise of such Warrants,
      and requests that Certificates for such shares shall be issued in the name
      of

     

    
      


      
        	                            
                
	
                (PLEASE
                  TYPE OR PRINT NAME AND ADDRESS)

                 

              
	 
	 
	
                 (SOCIAL
                  SECURITY OR TAX IDENTIFICATION
                  NUMBER)

              
	 and
                be delivered to	   
	          
                
	
                 (PLEASE
                  PRINT OR TYPE NAME AND ADDRESS)

              


      

       

        
          

        

      

    

    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

    


    
      	 Dated:
              _____________________	 	 
	 	 (SIGNATURE)	 
	 	 	 
	 	 (ADDRESS)	 
	 	 	 
	 	 (TAX IDENTIFICATION NUMBER)	 


    

     

    ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, _______________________ hereby sell, assign, and transfer unto


     

    


    
      	                            
              
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

               

            
	 
	 
	
               (SOCIAL
                SECURITY OR TAX IDENTIFICATION
                NUMBER)

            
	 and
              be delivered to	   
	          
              
	
               (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

     

    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint _________________________________ Attorney to transfer
      this Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

    


    
      	 Dated:
	     	 	       
	 	 	 	 (SIGNATURE)


    

    


    The
      signature to the assignment of the Subscription Form must correspond to the
      name
      written upon the face of this Warrant Certificate in every particular, without
      alteration or enlargement or any change whatsoever, and must be guaranteed
      by a
      commercial bank or trust company or a member firm of the American Stock
      Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
      Exchange.