GLOBAL
      TECHNOLOGY INDUSTRIES, INC. 

     

    STOCK
      PURCHASE AGREEMENT 

     


      This
        Common Stock Purchase Agreement
        (the
“Agreement”)
        is
        made as of January 19, 2006, by and between Global
        Technology Industries, Inc.,
        a
        Delaware corporation (the “Company”),
        and
GTI
        Capital Partners LLC
        (“Purchaser”).
        


     

    The
      Company desires to issue, and Purchaser desires to acquire, stock of the Company
      as herein described, on the terms and conditions hereinafter set forth;


     

    1.  Purchase
      and Sale of Stock.
      Purchaser hereby agrees to purchase from the Company, and the Company hereby
      agrees to sell to Purchaser, an aggregate of 2,562,500 shares of the Common
      Stock of the Company (the “Stock”)
      at
      $0.0098 per share, for an aggregate purchase price of $25,000, payable in cash.
      The closing hereunder, including payment for and delivery of the Stock shall
      occur at the offices of the Company immediately following the execution of
      this
      Agreement, or at such other time and place as the parties may mutually agree.
      

     

    2.  Limitations
      on Transfer.
      Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose
      of any interest in the Stock except in compliance with the provisions herein
      and
      applicable securities laws. The Company shall not be required (a) to transfer
      on
      its books any shares of Stock of the Company which shall have been transferred
      in violation of any of the provisions set forth in this Agreement or (b) to
      treat as owner of such shares or to accord the right to vote as such owner
      or to
      pay dividends to any transferee to whom such shares shall have been so
      transferred. Purchaser
      hereby further acknowledges that Purchaser may be required to hold the Stock
      purchased hereunder indefinitely. During the period of time during which the
      Purchaser holds the Stock, the value of the Stock may increase or decrease,
      and
      any risk associated with such Stock and such fluctuation in value shall be
      borne
      by the Purchaser.
      

     

    3.  Restrictive
      Legends.
      All
      certificates representing the Stock shall have endorsed thereon legends in
      substantially the following forms (in addition to any other legend which may
      be
      required by other agreements between the parties hereto): 

     

    (a)  “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      AS
      TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
      COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” 

     

    (b)  Any
      legend required by appropriate blue sky officials. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Investment
      Representations.
      In
      connection with the purchase of the Stock, Purchaser represents to the Company
      the following: 

     

    (a)  Purchaser
      is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Stock. Purchaser is purchasing the Stock
      for investment for Purchaser’s own account only and not with a view to, or for
      resale in connection with, any “distribution” thereof within the meaning of the
      Securities Act of 1933, as amended (the “Act”). 

     

    (b)  Purchaser
      understands that the Stock has not been registered under the Act by reason
      of a
      specific exemption therefrom, which exemption depends upon, among other things,
      the bona fide nature of Purchaser’s investment intent as expressed herein.


     

    (c)  Purchaser
      further acknowledges and understands that the Stock must be held indefinitely
      unless the Stock is subsequently registered under the Act or an exemption from
      such registration is available. Purchaser understands that the certificate
      evidencing the Stock will be imprinted with a legend which prohibits the
      transfer of the Stock unless the Stock is registered or such registration is
      not
      required in the opinion of counsel for the Company. 

     

    (d)  Purchaser
      warrants and represents that Purchaser is an “accredited investor” as that term
      is defined in Rule 501 of Regulation D promulgated by the Securities and
      Exchange Commission under the Act. 

     

    (e)  Purchaser
      further warrants and represents that Purchaser has either (i) preexisting
      personal or business relationships, with the Company or any of its officers,
      directors or controlling persons, or (ii) the capacity to protect his own
      interests in connection with the purchase of the Stock by virtue of the business
      or financial expertise of himself or of professional advisors to Purchaser
      who
      are unaffiliated with and who are not compensated by the Company or any of
      its
      affiliates, directly or indirectly. 

     

    5.  Miscellaneous.
      

     

    (a)  Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (i) upon personal delivery to the party to be notified,
      (ii)
      when sent by confirmed telex or facsimile if sent during normal business hours
      of the recipient, and if not during normal business hours of the recipient,
      then
      on the next business day, (iii) five (5) calendar days after having been sent
      by
      registered or certified mail, return receipt requested, postage prepaid, or
      (iv)
      one (1) business day after deposit with a nationally recognized overnight
      courier, specifying next day delivery, with written verification of receipt.
      All
      communications shall be sent to the other party hereto at such party’s address
      hereinafter set forth on the signature page hereof, or at such other address
      as
      such party may designate by ten (10) days advance written notice to the other
      party hereto. 

     

    (b)  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of the successors and assigns of the
      Company and, subject to the restrictions on transfer herein set forth, be
      binding upon Purchaser, Purchaser’s successors, and assigns. 

     

    (c)  Governing
      Law; Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. The parties agree that any action brought by either party
      to
      interpret or enforce any provision of this Agreement shall be brought in, and
      each party agrees to, and does hereby, submit to the jurisdiction and venue
      of,
      the appropriate state or federal court for the district encompassing the
      Company’s principal place of business. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d)  Further
      Execution.
      The
      parties agree to take all such further action(s) as may reasonably be necessary
      to carry out and consummate this Agreement as soon as practicable, and to take
      whatever steps may be necessary to obtain any governmental approval in
      connection with or otherwise qualify the issuance of the securities that are
      the
      subject of this Agreement. 

     

    (e)  Entire
      Agreement; Amendment.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes and merges all prior agreements or
      understandings, whether written or oral. This Agreement may not be amended,
      modified or revoked, in whole or in part, except by an agreement in writing
      signed by each of the parties hereto. 

     

    (f)  Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good faith.
      In the event that the parties cannot reach a mutually agreeable and enforceable
      replacement for such provision, then (i) such provision shall be excluded from
      this Agreement, (ii) the balance of the Agreement shall be interpreted as if
      such provision were so excluded and (iii) the balance of the Agreement shall
      be
      enforceable in accordance with its terms. 

     

    (g)  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one instrument.
      

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

        In
      Witness
      Whereof,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written. 

     


      
        	 	 	 
	 	Global
                Technology Industries, Inc.
	 
 	 
 	 
 
	
              	By:  	/s/ Robert
                B. Kay
	 	
                
Robert
                B. Kay, Chief Executive Officer
	 	
                 

                Address:
                  375 Park
                  Avenue, Suite 1505 

                New York, NY
                  10152

              


      


    
       


        
          	 	 	 
	 	 
	 
 	 
 	 
 
	
                	By:  	/s/
                  Jonathan Schulhof
	 	
                  
Name:
                  Jonathan Schulhof
Title: Chief Financial
                  Officer
	 	
                   

                  
                    Address:
                      c/o
                      Global Technology Industries, Inc.

                    375 Park Avenue, Suite 1505 
                      New
                        York, NY
                        10152

                    

                  

                


        


    

     

    
      
        
        

      

      
        4