March
        17,
        2006 


     

    Global
      Technology Industries, Inc.

    375
      Park
      Avenue, Suite 1505

    New
      York,
      NY 10152

     

    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020

     

    Re:    Initial
      Public Offering

     

    Ladies
      and Gentlemen: 

     

    The
      undersigned director of Global Technology Industries, Inc. (the “Company”),
      in
      consideration of Morgan Joseph & Co. Inc. (“Morgan
      Joseph”)
      entering into a letter of intent to act as lead underwriter in connection with
      the initial public offering of the securities of the Company (“IPO”),
      hereby agrees as follows: 

     

    1.  Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      of the undersigned will be entitled to receive from the Company, and will not
      accept from the Company, any compensation for services rendered to the Company
      prior to the consummation of the Business Combination (as defined in the
      Company’s Amended and Restated Certificate of Incorporation) except as described
      in the registration statement filed with and declared effective by the
      Securities and Exchange Commission in connection with the IPO (the “Registration
      Statement”).

     

    2.  Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      of the undersigned will be entitled to receive or will accept a finder’s fee or
      any other compensation in the event the undersigned, any member of the family
      of
      the undersigned or any affiliate of the undersigned originates a Business
      Combination.

     

    3.  The
      undersigned acknowledges and agrees that the Company has agreed not to
      consummate any Business Combination that involves a company that is affiliated
      with any director, officer or stockholder or the Company immediately prior
      to
      the consummation of the IPO unless the Company obtains an opinion from an
      independent investment banking firm to the effect that the Business Combination
      is fair to the Company's stockholders from a financial perspective.


     

    4.  The
      undersigned’s biographical information set forth in the Registration Statement
      is true and accurate in all respects, does not omit any material information
      with respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K promulgated
      under the Securities Act of 1933, as amended. The undersigned’s Director’s and
      Officer’s Questionnaire furnished to the Company in connection with the
      Registration Statement is true and accurate in all respects. The undersigned
      represents and warrants that: 

     

    (a)  he
      is not
      subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any jurisdiction;


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Global
        Technology Industries, Inc.

      Morgan
        Joseph & Co. Inc.


        March
          17,
          2006


      Page
        2

    

     

     

    (b)  he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities, and he is not
      currently a defendant in any such criminal proceeding; and 

     

    (c)  he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked. 

     

    5.  In
      connection with the vote required to consummate a Business Combination, the
      undersigned shall vote any shares of Common Stock of the Company acquired in
      the
      IPO or afterward in favor of the Business Combination.

     

    6.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement. 

     

    7.  This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”)
      shall
      be brought and enforced in the courts of the State of New York of the United
      States of America for the Southern District of New York, and irrevocably submits
      to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum; and (iii) irrevocably agrees to appoint, at the expense
      of
      the Company, prior to the effectiveness of the Registration Statement, a person
      or entity acceptable to Morgan Joseph, as agent for the service of process
      in
      the State of New York to receive, for the undersigned and on his behalf, service
      of process in any Proceeding (and Morgan Joseph agrees that CT Corporation
      System is an acceptable agent). If for any reason such agent is unable to act
      as
      such, the undersigned will promptly notify the Company and Morgan Joseph and
      appoint a substitute agent acceptable to Morgan Joseph within 30 days and
      nothing in this letter will affect the right of either party to serve process
      in
      any other manner permitted by law. 

     

    


     

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      Global
        Technology Industries, Inc.

      Morgan
        Joseph & Co. Inc.


        March
          17,
          2006


      Page
        3

       

    

    


    IN
      WITNESS WHEREOF, the undersigned officer and/or director has executed this
      agreement as of the date first written above.

    
 

    


    


    Print
      Name: Charles Fabrikant 

    Signature:
      /s/ Charles Fabrikant