STOCK
      ESCROW AGREEMENT 

     

    This
      Stock Escrow Agreement (this “Agreement”)
      is
      made and entered into as of March ___, 2006, by and among Continental Stock
      Transfer and Trust Company, a New York corporation (“Escrow
      Agent”),
      Global Technology Industries, Inc., a Delaware corporation (the “Company”),
      and
      GTI Capital Partners LLC (“Capital
      Partners”),
      with
      reference to the following facts: 

     

    A. The
      Company has entered into an Underwriting Agreement dated March ___, 2006
      (“Underwriting
      Agreement”),
      with
      Morgan Joseph & Co. Inc., acting as representative (“Representative”)
      of the
      underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      10,000,000 units (“Units”)
      of the
      Company. Each Unit consists of one share of the Company’s common stock, par
      value $.0001 per share (“Common
      Stock”),
      and
      one Warrant, each Warrant to purchase one share of Common Stock, all as more
      fully described in the Company’s final prospectus, dated _________, 2006
      (“Prospectus”)
      comprising part of the Company’s Registration Statement on Form S-1 (File No.
      333 ___) under the Securities Act of 1933, as amended (“Registration
      Statement”).

     

    B. In
      order
      to facilitate the public offering of the Units, Capital Partners has agreed
      to
      deposit all shares of Common Stock that it owns as of the date hereof (the
      “Escrow
      Shares”),
      in
      escrow as hereinafter provided.

     

    C. The
      Company and Capital Partners desire that the Escrow Agent accept the Escrow
      Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    NOW,
      THEREFORE, with reference to the foregoing facts, the parties agree as follows:
      

     

    1.  Appointment
      of Escrow Agent.
      The
      Company and Capital Partners hereby appoint the Escrow Agent to act in
      accordance with and subject to the terms of this Agreement, and the Escrow
      Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2.  Deposit
      of Escrow Shares.
      On or
      before the effective date of the Registration Statement, Capital Partners shall
      deliver to the Escrow Agent a certificate representing its Escrow Shares, to
      be
      held and disbursed subject to the terms and conditions of this Agreement.
      Capital Partners acknowledges that the certificate representing its Escrow
      Shares is legended to reflect the deposit of such Escrow Shares under this
      Agreement.

     

    3.  Disbursement
      of the Escrow Shares.

     

    3.1  The
      Escrow Agent shall hold the Escrow Shares from the date of delivery until the
      Release Date (the “Escrow
      Period”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3.2  For
      purposes of this Agreement: 

     

    3.2.1  “Business
      Combination”
shall
      mean a
      merger,
      capital stock exchange, asset or stock acquisition or other similar business
      combination with one or more operating businesses.

     

    3.2.2  “Release
      Date”
shall
      mean the earliest to occur of: (a) eighteen (18) months following the closing
      of
      the Business Combination; (b) the Sale Date; and (c) the Trust Account
      Liquidation Date. 

     

    3.2.3  “Sale
      Date”
shall
      mean the date that a Stockholder Liquidation Event occurs.

     

    3.2.4  “Stockholder
      Liquidation Event”
shall
      mean: (a) the merger, consolidation, reorganization or similar transaction
      involving the Company (or a successor to the Company) in which the common
      stockholders of the Company (or such successor) have the right to exchange
      their
      shares of Common Stock (or successor securities) for cash, securities or other
      property, but excluding a reorganization in which the common stockholders
      exchange their shares for shares of a newly formed holding company and have
      substantially the same proportionate interests in the holding company that
      they
      had in the Company (or successor); (b) the liquidation of the Company; or (c)
      the sale of all or substantially all of the assets of the Company.

     


      3.2.5  “Trust
        Account”
shall
        mean a trust
        account at JP Morgan Chase NY Bank, maintained by Continental Stock
        Transfer & Trust Company, acting as trustee.
        


     

    3.2.6  “Trust
      Account Liquidation Date”
shall
      mean the date prior to the completion of a Business Combination that the Trust
      Account is liquidated and the funds in the Trust Account are distributed to
      the
      beneficial owners of the Trust Account.

     

    3.3  Upon
      the
      Release Date, the Escrow Agent shall disburse to Capital Partners its respective
      Escrow Shares to the address on record of Capital Partners or as may otherwise
      be directed by Capital Partners in writing. 

     

    3.4  The
      Company agrees to notify the Escrow Agent in advance of any anticipated
      Stockholder Liquidation Event or Trust Account Liquidation Date and upon the
      occurrence thereof. The Escrow Agent shall rely upon a certificate (the
“Officer’s Certificate”), executed by the Chief Executive Officer or Chief
      Financial Officer of the Company, in form reasonably acceptable to the Escrow
      Agent, that certifies that the Release Date has occurred, and shall not be
      required to disburse the Escrow Shares unless and until it receives the
      Officer’s Certificate. 

     

    4.  Rights
      of Capital Partners in Escrow Shares.

     

    4.1  Rights
      as a Stockholder.
      Except
      as provided in this Section 4 and the Insider Letter (as defined below), Capital
      Partners shall retain all of its rights as a stockholder of the Company with
      respect to its Escrow Shares during the Escrow Period, including, without
      limitation: 

     

    
      
        
        

      

      
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    4.1.1  the
      right
      to vote; and 

     

    4.1.2  the
      right
      to receive dividends and distributions, if any, with cash dividends paid to
      Capital Partners and dividends paid in stock or other non-cash property
      (“Non-Cash
      Dividends”)
      delivered to the Escrow Agent to hold in accordance with the terms hereof (and
      the term “Escrow
      Shares”
shall
      be deemed to include the Non-Cash Dividends distributed with respect to any
      Escrow Shares held by the Escrow Agent prior to the distribution).

     

    4.2  Restrictions
      on Transfer.
      During
      the Escrow Period, Capital Partners agrees not to sell, transfer or assign
      any
      or all of its Escrow Shares except to its members (and the Escrow Shares may
      subsequently be transferred by such members to their ancestors, descendants
      or
spouse
      or
      to trusts established for the benefit of such persons or the member, or to
      affiliated companies);
      provided, however, that such permissive transfers may be implemented only upon
      the respective transferee’s written agreement to be bound by the terms and
      conditions of this Agreement as a stockholder and of the Insider Letter signed
      by Capital Partners transferring the Escrow Shares. During the Escrow Period,
      Capital Partners agrees that it may not pledge or grant a security interest
      in
      the Escrow Shares or grant a security interest in its rights under this
      Agreement. For purposes of this Agreement, “Insider
      Letter”
means
      a
      letter agreement between Capital Partners, the Representative and the Company
      substantially in the form of Exhibit ___ to the Registration Statement setting
      forth certain rights and obligations of Capital Partners in certain events,
      including but not limited to the liquidation of the Company.

     

    5.  Concerning
      the Escrow Agent.

     

    5.1  Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

     

    5.2  Indemnification.
      The
      Company agrees to indemnify and hold the Escrow Agent harmless from and against
      any expenses, including counsel fees and disbursements, or losses suffered
      by
      the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below.

     

    
      
        
        

      

      
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    5.3  Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

     

    5.4  Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and Capital Partners
      shall deliver or cause to be delivered to the Escrow Agent such further
      documents and instruments and shall do or cause to be done such further acts
      as
      the Escrow Agent shall reasonably request to carry out more effectively the
      provisions and purposes of this Agreement, to evidence compliance herewith
      or to
      assure itself that it is protected in acting hereunder.

     

    5.5  Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by giving the other parties hereto written notice, and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company the Escrow Shares held
      hereunder. If no new escrow agent is so appointed within the 60-day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Shares with any court it reasonably deems appropriate.

     

    5.6  Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and the holders
      of a majority of the Escrow Shares, provided, however, that such resignation
      shall become effective only upon acceptance of appointment by a successor escrow
      agent as provided in Section 5.5.

     

    5.7  Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6.  Miscellaneous.

     

    6.1  Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed 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.

     

    6.2  Third-Party
      Beneficiaries.
      Capital
      Partners hereby acknowledges that the Underwriters are third-party beneficiaries
      of this Agreement and this Agreement may not be modified or changed without
      the
      prior written consent of the Representative.

     

    
      
        
        

      

      
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    6.3  Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to be charged.

     

    6.4  Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

    6.5  Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6  Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private courier service, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      mailed, two days after the date of mailing, as follows: 

     

    If
      to the
      Company, to:

     

    Global
      Technology Industries, Inc.

    375
      Park
      Avenue, Suite 1505

    New
      York,
      NY 10152

     

    If
      to
      Capital Partners to:

     

    c/o
      Global Technology Industries, Inc.

    375
      Park
      Avenue, Suite 1505

    New
      York,
      NY 10152

     

    and
      if to
      the Escrow Agent, to: 

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Chairman

     

    A
      copy of
      any notice sent hereunder shall be sent to: 

     

    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020

    Attn:
      Mike Powell

     

    and:

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue 

    New
      York,
      NY 10017

    Attn:
      Stephen Older, Esq.

     

              and:

                           Benesch,
      Friedlander, Coplan & Aronoff LLP

                          
      2300 BP Tower

                          
      200 Public Square

                          
      Cleveland, OH 44114

                          
      Attn: Douglas E. Haas, Esq.

     

     

     

     

    
      
        
        

      

      
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    Any
      party
      may change the person and address to which the notices or other communications
      are to be sent by giving written notice to any such change in the manner
      provided herein for giving notice.

     

    6.7  Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	 	 	 
	 	GLOBAL
              TECHNOLOGY
              INDUSTRIES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Robert B. Kay
	 	Title:
              Chief Executive Officer


    

    
       

      
        	 	 	 
	 	CONTINENTAL
                STOCK
                TRANSFER & TRUST COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

      
         

        
          	 	 	 
	 	GTI
                  CAPITAL
                  PARTNERS LLC:
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title:


        

         

         

        
          
            
            

          

          
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