Global
      Technology Industries, Inc.

    375
      Park
      Avenue, Suite 1505

    New
      York,
      New York 10152

     


      January
        12, 2006


     

    Mr.
      Jonathan N. Schulhof

    375
      Park
      Avenue, Suite 1505

    New
      York,
      New York 10152

     

    Dear
      Mr.
      Schulhof:

     

    The
      purpose of this letter is to set forth certain understandings regarding GTI
      Holdings, LLC's ("GTI") advance of $75,000 (the “Advance”) to Global Technology
      Industries, Inc., a Delaware corporation (the “Company”), to pay for certain
      fees, costs and expenses in connection with the Company’s initial public
      offering (the “Offering”). Such Advance shall be subject to the following
      conditions: 

    
      

        
          	 	
                  1.

                   

                	
                  Amounts
                    constituting the Advance shall be used by the Company to pay
                    for a portion
                    of the fees, costs and expenses relating to the SEC registration
                    fee, the
                    NASD registration fee, and the American Stock Exchange listing
                    fee in
                    connection with the Offering. 

                   

                
	 	
                  2.

                   

                	
                  The
                    Advance will be payable by the Company on the consummation of
                    the
                    Offering. 

                   

                
	 	
                  3.

                   

                	
                  The
                    Advance will be repaid out of the proceeds of the Offering. 

                   

                
	 	
                  4.

                   

                	
                  The
                    Company hereby represents and warrants that: (i) it is a corporation,
                    duly
                    formed, validly existing and in good standing under the laws
                    of the State
                    of Delaware; (ii) it has the requisite power and authority to
                    enter into,
                    execute, deliver and perform the terms hereof; (iii) its execution,
                    delivery and performance hereof (A) has been duly authorized
                    by all proper
                    and necessary corporate action, (B) will not violate or conflict
                    with any
                    of its organizational documents, any material agreement binding
                    upon it or
                    any law, regulation or order applicable to it, or (C) require
                    consent or
                    approval of any Person which has not been obtained or which could
                    not
                    reasonably be expected to prevent or delay it from performing
                    its
                    obligations hereunder; and (iv) this letter is the legal, valid
                    and
                    binding obligation of the Company, enforceable against the Company
                    in
                    accordance with its terms, subject to the effect of any applicable
                    bankruptcy, insolvency, reorganization, moratorium or similar
                    law
                    affecting creditors rights generally and by equitable principles.
                    

                   

                
	 	
                  5.

                   

                	
                  This
                    letter shall be binding upon the Company, its successors and
                    assigns and
                    shall inure to the benefit of GTI and its successors and assigns;
                    provided, however, that the Company shall not assign its obligations
                    hereunder without the prior written consent of GTI. 

                   

                
	 	
                  6.

                   

                	
                  This
                    letter may be executed in any number of counterparts, each of
                    which
                    together shall constitute one and the same instrument. 

                   

                
	 	
                  7.

                   

                	
                  THIS
                    LETTER SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS
                    OF THE STATE
                    OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.
                    

                   

                


        

         

        [Remainder
          of Page Intentionally Left Blank] 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

        Please
      indicate your agreement with the foregoing by executing a copy of this letter
      in
      the space provided and returning it to us as soon as possible. 

     

     


      
        	 	 	 	Very
                truly yours, 
	 	 	 	 
	 	 	 	GLOBAL
                TECHNOLOGY INDUSTRIES, INC.
	 	 	 	 
	 	 	
                 By:

              	/s/
                Robert B. Kay
	
              	 	 	
                
                  

                

                Name: Robert B. Kay

                
                  Title: Chief Executive Officer

                

              
	 	 	 	
                 

                 

              


      


     


      
        	
                ACCEPTED
                  AND AGREED

              	 	 	 
	this   12th
                day of January 2006: 	 	 	 
	 	 	 	 
	/s/ Jonathan
                N. Schulhof	 	 	 
	
                
Jonathan
                N. Schulhof