INDEMNIFICATION
      AGREEMENT 

     

    This
      Indemnification Agreement (“Agreement”) is made as of this ______ day of
      _______________, 200_, by and between Global Technology Industries, Inc., a
      Delaware corporation (the “Company”), and ______________________________
      (“Indemnitee”), with reference to the following facts: 

     

    A.  Indemnitee
      is a director and/or officer of the Company. 

     

    B.  The
      Company recognizes that the vagaries of public policy and the interpretation
      of
      ambiguous statutes, regulations and court opinions are too uncertain to provide
      the Company’s officers and directors with adequate or reliable advance knowledge
      or guidance with respect to the legal risks and potential liabilities to which
      they may become personally exposed as a result of performing their duties in
      good faith as an Agent (as defined below) for the Company Group (as defined
      below). 

     

    C.  The
      Company recognizes that the cost to a director or officer of defending against
      lawsuits resulting from the performance of his or her duties in good faith
      for
      the Company Group, whether or not meritorious, is typically beyond the financial
      resources of most officers and directors of the Company. 

     

    D.  The
      Company recognizes that the legal risks and potential liabilities, and the
      very
      threat thereof, associated with lawsuits filed against the officers and
      directors of the Company Group, and the resultant substantial time, expense,
      harassment and anxiety spent and endured in defending against such lawsuits,
      bears no reasonable or logical relationship to the amount of compensation
      received by such officers and directors, and thus poses a significant deterrent
      to and results in increased reluctance on the part of experienced and capable
      individuals to serve as an Agent of the Company Group. 

     

    E.  In
      order
      to induce and encourage highly experienced and capable persons such as
      Indemnitee to serve as an Agent of the Company Group, secure in the knowledge
      that certain expenses, costs and liabilities incurred by them in their defense
      of such litigation will be borne by the Company and that they will receive
      the
      maximum protection against such risks and liabilities as may be afforded by
      law,
      the Board (as defined below) has determined that entering into this Agreement
      with Indemnitee is not only reasonable and prudent but necessary to promote
      and
      ensure the best interests of the Company and the Company’s stockholders.


     

    F.  The
      Company and Indemnitee desire that the indemnification rights provided by this
      Agreement shall be supplemental to, and shall not supersede or replace, any
      indemnification rights which may be provided by other sources, including without
      limitation any indemnification which may be provided by the Company pursuant
      to
      its bylaws, by contract or by applicable law. 

     

    NOW,
      THEREFORE, with reference to the foregoing facts, the Company and Indemnitee
      hereby agree as follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.  Agreement
      to Serve.
      Indemnitee agrees to serve and/or continue to serve as a director and/or officer
      of one or more members of the Company Group in the same capacity or capacities
      in which Indemnitee is serving on the date hereof for at least 30 days from
      the date hereof; provided, however, that nothing contained in this Agreement
      is
      intended to or shall create any obligation of any member of the Company Group
      to
      continue to retain Indemnitee as an Agent or to maintain Indemnitee as a
      director during such period. 

     

    2.  Definitions.
      

     

    The
      following terms shall have the meanings set forth below: 

     

    “Action”
shall
      mean any threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative. 

     

    “Agent”
shall
      mean, with respect to Indemnitee, Indemnitee in his or her capacity as an
      officer, director, employee or agent of the Company Group and in his or her
      capacity as an officer, director, employee or agent of any other Entity for
      which he or she is serving in such capacity or capacities as the request of
      the
      Company. For purposes of this Agreement, if Indemnitee provides service as
      an
      officer, director, employee or agent of any Entity controlled by the Company
      or
      any employee benefit plan of the Company, then Indemnitee shall be deemed to
      serve at the request of the Company. 

     

    “Board”
shall
      mean the Board of Directors of the Company. 

     

    “Company
      Group”
shall
      mean the Company, each subsidiary and parent of the Company, and any successor,
      resulting or surviving corporation of the Company or any subsidiary or parent
      of
      such successor, resulting or surviving corporation. 

     

    For
      purposes of this Agreement, references to the “Company
      Group”
shall
      include, in addition to the resulting corporation, any constituent corporation
      (including any constituent of a constituent) absorbed in a consolidation or
      merger which, if its separate existence had continued, would have had power
      and
      authority to indemnify its Agents, so that if Indemnitee is or was an Agent
      of
      such constituent corporation, or is or was serving at the request of such
      constituent corporation as an Agent of another corporation, partnership, joint
      venture, trust or other enterprise, Indemnitee shall stand in the same position
      under the provisions of this Agreement with respect to the resulting or
      surviving corporation as Indemnitee would have with respect to such constituent
      corporation if its separate existence had continued. 

     

    “Entity”
shall
      mean any corporation, limited liability company, partnership, joint venture,
      trust or other enterprise, and employee benefit plan. 

     

    “Expenses”
shall
      include costs and expenses, including without limitation attorneys’ fees.


     

    “Fines”
shall
      include, in addition to fines, any excise taxes assessed on Indemnitee with
      respect to an employee benefit plan. 

     

    
      
        
        

      

      
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    For
      purposes of this Agreement, if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed to be in the interest of the participants and
      beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
      acted in a manner “in the best interests of the Company” as referred to in this
      Agreement. 

     

    3.  Indemnification.
      

     

    3.1  Third
      Party Proceedings.
      The
      Company shall indemnify Indemnitee if Indemnitee is or was a party or is
      threatened to be made a party to any Action (other than an Action by or in
      the
      right of the Company) by reason of the fact that Indemnitee is or was an Agent
      against Expenses, judgments, Fines, settlements and other amounts actually
      and
      reasonably incurred by Indemnitee in connection with such Action if Indemnitee
      acted in good faith and in a manner Indemnitee reasonably believed to be in
      the
      best interests of the Company and its stockholders and, with respect to any
      criminal Action, had no reasonable cause to believe Indemnitee’s conduct was
      unlawful. The termination of any Action by judgment, order, settlement,
      conviction, or upon a plea of nolo contendere or its equivalent, shall not,
      of
      itself, create a presumption that Indemnitee did not act in good faith and
      in a
      manner which Indemnitee reasonably believed to be in the best interest of the
      Company, or with respect to any criminal Action, had reasonable cause to believe
      that Indemnitee’s conduct was unlawful. 

     

    3.2  Proceedings
      By or in the Right of the Company.
      The
      Company shall indemnify Indemnitee if Indemnitee is or was a party or is
      threatened to be made a party to any Action by or in the right of the Company
      to
      procure a judgment in its favor by reason of the fact that Indemnitee is or
      was
      an Agent against Expenses, judgments, Fines, settlements and other amounts
      actually and reasonably incurred by Indemnitee in connection with the Action
      if
      Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
      to
      be in the best interests of the Company and its stockholders. 

     

    3.3  Mandatory
      Payment of Expenses.
      To the
      extent that Indemnitee has been successful on the merits or otherwise in defense
      of any Action referred to in Section 3.1 or 3.2 or the defense of any
      claim, issue or matter therein, Indemnitee shall be indemnified against Expenses
      actually and reasonably incurred by Indemnitee in connection therewith.


     

    3.4  Approval
      for Settlements.
      The
      Company shall not be obligated to indemnify Indemnitee for any settlements
      entered into by Indemnitee with respect to any Action unless the Company
      approves such settlement or the Company unreasonably withholds such approval
      following not less than 10 days prior written notice of the proposed
      settlement. 

     

    4.  Expenses;
      Indemnification Procedure.
      

     

    4.1  Advancement
      of Expenses.
      The
      Company shall advance all Expenses actually and reasonably incurred by
      Indemnitee in connection with the investigation, defense, or appeal of any
      Action referenced in Section 3 hereof. Indemnitee hereby undertakes to
      repay such amounts advanced only if, and to the extent that, it shall ultimately
      be determined that Indemnitee is not entitled to be indemnified by the Company
      as authorized hereby. 

     

    
      
        
        

      

      
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    4.2  Notice
      to Company by Indemnitee.
      Indemnitee shall, as a condition precedent to Indemnitee’s right to be
      indemnified under this Agreement, give the Company notice in writing as soon
      as
      practicable of any claim made against Indemnitee for which such indemnification
      will or could be sought under this Agreement. Notice to the Company shall be
      directed to the Chief Executive Officer of the Company at the executive offices
      of the Company (unless Indemnitee is the Chief Executive Officer, in which
      the
      notice shall be addressed to the Board of Directors and to the next most senior
      officer of the Company). In addition, Indemnitee shall give the Company such
      information and cooperation as it may reasonably require and as shall be within
      Indemnitee’s power. 

     

    4.3  Procedure.
      The
      Company agrees to provide any indemnification and advances required under this
      Agreement no later than 30 days after receipt of the written request of
      Indemnitee. If a claim for indemnification or advance under this Agreement
      is
      not paid in full by the Company within 30 days after a written request for
      payment therefor has first been received by the Company, Indemnitee may, but
      need not, at any time thereafter bring an action against the Company to recover
      the unpaid amount of the claim. It shall be a defense to any such action (other
      than an action brought to enforce a claim for expenses incurred in connection
      with any Action in advance of its final disposition) that Indemnitee has not
      met
      the standards of conduct which make it permissible under the applicable law
      for
      the Company to indemnify Indemnitee, but the burden of proving such defense
      shall be on the Company and Indemnitee shall be entitled to receive interim
      payments of expenses pursuant to Section 4.1 unless and until such defense
      may be finally adjudicated by court order or judgment from which no further
      right of appeal exists. It is the intention of the parties that if the Company
      contests Indemnitee’s right to indemnification under this Agreement or
      applicable law, the question of Indemnitee’s right to indemnification shall be
      for the court to decide, and neither the failure of the Company (including
      its
      officers, Board, any committee or subgroup of its Board, independent legal
      counsel or its stockholders) to have made a determination that indemnification
      of Indemnitee is or is not proper in the circumstances because Indemnitee has
      or
      has not met the applicable standard of conduct required by this Agreement or
      by
      applicable law, nor an actual determination by the Company (including its
      officers, Board, any committee or subgroup of its Board, independent legal
      counsel or its stockholders) that Indemnitee has or has not met such applicable
      standard of conduct, shall create a presumption that Indemnitee has or has
      not
      met the applicable standard of conduct. 

     

    4.4  Notice
      to Insurers.
      If, at
      the time of the receipt of a notice of a claim pursuant to Section 4
      hereof, the Company has director and officer liability insurance in effect,
      the
      Company shall give prompt notice of the commencement of such proceeding to
      the
      insurers in accordance with the procedures set forth in the respective policies.
      The Company shall thereafter take all necessary or desirable action to cause
      such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
      result of such proceeding in accordance with the terms of such policies.


     

    
      
        
        

      

      
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    4.5  Selection
      of Counsel.
      If the
      Company shall be obligated under Section 3 or 4 hereof to indemnify
      Indemnitee or advance Expenses to Indemnitee in connection with any Action,
      the
      Company shall be entitled to assume the defense of such Action, with counsel
      approved by Indemnitee, upon the delivery to Indemnitee of written notice of
      its
      election so to do. After delivery of such notice, approval of such counsel
      by
      Indemnitee and the retention of such counsel by the Company, the Company will
      not be liable to Indemnitee under this Agreement for any fees of counsel
      subsequently incurred by Indemnitee with respect to the same Action, provided
      that (a) Indemnitee shall have the right to employ separate counsel in any
      such
      Action at Indemnitee’s expense; and (b) if (i) the employment of
      counsel by Indemnitee has been previously authorized by the Company,
      (ii) Indemnitee shall have reasonably concluded that there may be a
      conflict of interest between the Company and Indemnitee in the conduct of any
      such defense, or (iii) the Company shall not, in fact, have employed
      counsel to assume the defense of such Action, then the fees and expenses of
      Indemnitee’s counsel shall be at the expense of the Company. 

     

    4.6  Effect
      of Change in Law.
      Notwithstanding any other provision of this Agreement, in the event of any
      change in any applicable law, statute or rule which narrows the right of the
      Company to indemnify Indemnitee, such change, to the extent not otherwise
      required by such law, statute or rule to be applied to this Agreement, shall
      have no effect on this Agreement or the parties’ rights and obligations
      hereunder. 

     

    4.7  Nonexclusivity.
      The
      indemnification provided by this Agreement shall not be deemed exclusive of
      any
      rights to which Indemnitee may be entitled under the Company’s Certificate of
      Incorporation, its Bylaws, any other agreement, any vote of stockholders or
      disinterested directors, applicable law, or otherwise, both as to action in
      Indemnitee’s official capacity and as to action in another capacity while
      holding such office. The indemnification provided under this Agreement shall
      continue as to Indemnitee from any action taken or not taken while serving
      in an
      indemnified capacity even though he may have ceased to serve in such capacity
      at
      the time of the Action. 

     

    5.  Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the Expenses, judgments, Fines,
      settlements and other amounts actually or reasonably incurred by Indemnitee
      in
      the investigation, defense, appeal or settlement of any Action, but not,
      however, for the total amount thereof, the Company shall nevertheless indemnify
      Indemnitee for the portion of such Expenses, judgments, settlements, Fines
      and
      other amounts to which Indemnitee is entitled. 

     

    6.  Mutual
      Acknowledgement re Submission of Claims to Court.
      Both
      the Company and Indemnitee acknowledge that in certain instances, Federal or
      state law, regulation or applicable public policy may require the Company to
      submit the question of indemnification to a court in certain circumstances
      for a
      determination of the Company’s right under law or public policy to indemnify
      Indemnitee. For example, in connection with any public offering of the Company’s
      securities, the Company will have to make such undertaking to the Securities
      and
      Exchange Commission. Indemnitee acknowledges and agrees that the Company will
      not be in breach of this Agreement for any such submission. 

     

    
      
        
        

      

      
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    7.  Severability.
      Nothing
      in this Agreement is intended to require or shall be construed as requiring
      the
      Company to do or fail to do any act in violation of applicable law. The
      Company’s inability, pursuant to law, regulation or court order, to perform its
      obligations under this Agreement shall be severable as provided in this
      Section 7. If this Agreement or any portion hereof shall be invalidated on
      any ground by any court of competent jurisdiction, then the Company shall
      nevertheless indemnify Indemnitee to the full extent permitted by any applicable
      portion of this entire Agreement that shall not have been invalidated, and
      the
      balance of this Agreement not so invalidated shall be enforceable in accordance
      with its terms. 

     

    8.  Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the Company shall not
      be
      obligated pursuant to the terms of this Agreement: 

     

    8.1  Claims
      Initiated by Indemnitee.
      To
      indemnify or advance Expenses to Indemnitee with respect to Actions initiated
      or
      brought voluntarily by Indemnitee and not by way of defense unless the Company
      has approved the initiation or bringing of such Action in writing; or


     

    8.2  Lack
      of Good Faith.
      To
      indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to
      any
      Action initiated by Indemnitee to enforce or interpret this Agreement, if a
      court of competent jurisdiction determines that each of the material assertions
      made by Indemnitee in such Action was not made in good faith or was frivolous;
      or 

     

    8.3  No
      Duplication of Payments.
      To make
      any payment in connection with any claim made against Indemnitee to the extent
      Indemnitee has otherwise received payment (under any insurance policy, the
      Certificate of Incorporation or Bylaws of the Company, contract or otherwise)
      of
      the amounts otherwise indemnifiable hereunder. If the Company makes any
      indemnification payment to Indemnitee in connection with any claim made against
      Indemnitee and Indemnitee has already received or thereafter receives payments
      in connection with the same claim, then Indemnitee shall reimburse the Company
      in an amount equal to the lesser of (a) the amount of the payment otherwise
      received by Indemnitee and (b) the full amount of the indemnification
      payment made by the Company. 

     

    8.4  Violation
      of Law.
      To
      indemnify or advance Expenses if such indemnification would be a violation
      of
      applicable law or regulation. 

     

    8.5  Breach
      of Employment Agreement.
      To
      indemnify or advance Expenses in connection with any claim by any member of
      the
      Company Group for any breach by Indemnitee of any employment agreement.


     

    8.6  Insured
      Claims.
      For
      expenses or liabilities of any type whatsoever (including, but not limited
      to,
      judgments, fines, ERISA excise taxes or penalties, and amounts paid in
      settlement) which have been paid directly to Indemnitee by an insurance carrier
      under a policy of officers’ and directors’ liability insurance or other policy
      of insurance maintained by the Company. 

     

    
      
        
        

      

      
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    8.7  Unlawful
      Claims.
      In any
      manner which is contrary to public policy or which a court of competent
      jurisdiction has finally determined to be unlawful. 

     

    9.  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original. 

     

    10.  Successors
      and Assigns.
      This
      Agreement shall be binding upon the Company and its successors and assigns,
      and
      shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal
      representatives and assigns. 

     

    11.  Notices.
      All
      notices, requests, demands and other communications (collectively, “Notices”)
      given pursuant to this Agreement shall be in writing, and shall be delivered
      by
      personal service, courier, facsimile transmission or by United States first
      class, registered or certified mail, postage prepaid, addressed to the party
      at
      the address set forth on the signature page of this Agreement. Any Notice,
      other
      than a Notice sent by registered or certified mail, shall be effective when
      received; a Notice sent by registered or certified mail, postage prepaid return
      receipt requested, shall be effective on the earlier of when received or the
      third day following deposit in the United States mails. Any party may from
      time
      to time change its address for further Notices hereunder by giving notice to
      the
      other party in the manner prescribed in this Section. 

     

    12.  Attorneys’
      Fees.
      If
      Indemnitee institutes an Action under this Agreement to enforce or interpret
      any
      of the terms hereof, Indemnitee shall be entitled to be paid all court costs
      and
      expenses, including reasonable attorneys’ fees, incurred by Indemnitee with
      respect to such action, unless as a part of such Action, the court of competent
      jurisdiction determines that all of the material assertions made by Indemnitee
      as a basis for such Action were not made in good faith or were frivolous. In
      the
      event of an Action instituted by or in the name of the Company under this
      Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee
      shall be entitled to be paid all court costs and expenses, including attorneys’
fees, incurred by Indemnitee in defense of such action (including with respect
      to Indemnitee’s counterclaims and cross-claims made in such action), unless as a
      part of such Action the court determines that all of Indemnitee’s material
      defenses to such Action were made in bad faith or were frivolous. 

     

    13.  Consent
      to Jurisdiction.
      Each of
      the Company and Indemnitee irrevocably consents to the jurisdiction of the
      court
      of the State of New York for all purposes in connection with any action or
      proceeding which arises out of or relates to this Agreement and agrees that
      any
      action instituted under this Agreement shall be brought only in the state courts
      of the State of New York, or in Federal courts located in such State.


     

    14.  Governing
      Law.
      This
      Agreement shall be governed by and its provisions construed in accordance with
      the laws of the State of Delaware. 


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written. 

     

    
      	 	 	GLOBAL TECHNOLOGY INDUSTRIES, INC	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	 	 
	 	
               Its:

            	 	 
	 	 	 	 


    

     

    
 

    
      	AGREED TO AND ACCEPTED:	 
	 	 
	
              INDEMNITEE:

            	 
	 	 
	
            	 
	(type name)	 
	 	 
	 	 
	(signature) 	 
	 	 
	
            	 
	 	 
	
            	 
	(address) 	 
	 	 


    

     

    
      
        
        

      

      
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