NUMBER

              U-__________

               

            	 	 	 	
              UNITS

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            	
              GLOBAL
                TECHNOLOGY INDUSTRIES, INC.

            	 


    

     

    CUSIP
      

    


    UNITS
      CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO PURCHASE ONE
      SHARE OF COMMON STOCK

    


    
      	
               THIS
                CERTIFIES THAT
                ____________________________________________________________________ 
                

            	 
	
               is
                the owner of
                ___________________________________________________________________________
                Units.

            	 


    

     

    Each
      Unit
      (“Unit”) consists of one (1) share of common stock, par value $.0001 per share
      (“Common Stock”), of Global Technology Industries, Inc., a Delaware corporation
      (the “Company”), and one warrant (the “Warrant”). Each Warrant entitles the
      holder to purchase one (1) share of Common Stock for $6.00 per share (subject
      to
      adjustment). Each Warrant will become exercisable on the later of (i) the
      Company’s completion of a merger, capital stock exchange, asset acquisition or
      other similar business combination or (ii) ______________, 2007 and will expire
      unless exercised before 5:00 p.m., New York City Time, on ____________, 2010,
      or
      earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants
      comprising the Units represented by this certificate are not transferable
      separately prior to __________, 2006, subject to earlier separation in the
      discretion of Morgan Joseph & Co. Inc. The terms of the Warrants are
      governed by a Warrant Agreement, dated as of _______, 2006, between the Company
      and Continental Stock Transfer & Trust Company, as Warrant Agent, and are
      subject to the terms and provisions contained therein, all of which terms and
      provisions the holder of this certificate consents to by acceptance hereof.
      Copies of the Warrant Agreement are on file at the office of the Warrant Agent
      at _________________________, and are available to any Warrant holder on written
      request and without cost. 

    This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Company.

    Witness
      the facsimile seal of the Company and the facsimile signature of its duly
      authorized officers.

    
 

    
      	 By	 	 	 
	 	                                                                                
              	 	                                                                                 
              
	 	
              President

            	
              


            	
              Secretary

            


    

     

            

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Global
      Technology Industries, Inc.

     

    The
      Company will furnish without charge to each stockholder who so requests, a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of stock or series thereof of
      the
      Company and the qualifications, limitations, or restrictions of such preferences
      and/or rights. 

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
       

      
        	 	
                 TEN
                  COM - 

              	 	
                as
                  tenants in common

              	UNIF GIFT MIN ACT -	_____ Custodian ______
	 	
                 TEN
                  ENT -  

              	 	
                as
                  tenants by the entireties

              	  	 
                (Cust)                   
                (Minor)
	 	
                 JT
                  TEN -  

              	 	
                as
                  joint tenants with right of survivorship
                  

              	 	under Uniform Gifts to
                Minors Act
                
	 	 	 	
                and
                  not as tenants in common

              	 	______________
	 	 	 	 	  	          
                (State)


      

       

      Additional
        Abbreviations may also be used though not in the above list.

       

       

      For
        value received, ___________________________ hereby sell, assign and transfer
        unto

      


      


      
        
          	
                  PLEASE
                    INSERT SOCIAL SECURITY OR OTHER

                  IDENTIFYING
                    NUMBER OF ASSIGNEE

                
	 
	 
	 


        

      

      
 

      
        	 	 
	
                 (PLEASE
                  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
                  ASSIGNEE)

              
	 	 
	 	 
	 	
                 

              	
                Units

              
	 represented by the
                within
                Certificate, and do hereby irrevocably constitute and
                appoint
	 	 	 Attorney
	 to transfer the
                said Units on the books of the within named Company will full power
                of substitution in the premises.


      

       

       

      
        	 Dated
	                                          
                	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                 

              	
                Notice:

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

              


      

       

    

    Signature(s)
      Guaranteed:

    


    
      
        

      

    

    THE
      SIGNATURE(S) SHOULD 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).