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 officer and/or 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.    The
      undersigned shall take all actions within his power to cause the Company to
      liquidate and dissolve under the circumstances contemplated by Article Seventh
      of the Amended and Restated Certificate of Incorporation of the Company (the
      “Certificate”)
      provided that at the Distribution Date (as defined in the Certificate) the
      undersigned is a director and/or officer.  

     

    2.    In
      order to
      minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination (as defined in the
      Certificate), the liquidation of the Company or until such time as the
      undersigned is neither an officer nor director of the Company, subject to any
      pre-existing fiduciary and contractual obligations the undersigned might have.
      

    


    3.    The
      undersigned acknowledges 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, reasonably acceptable to Morgan Joseph,
      to
      the effect that the Business Combination is fair to the Company’s stockholders
      from a financial perspective.  

     

    4.    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 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”).
       

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Global
      Technology Industries, Inc.

    Morgan
      Joseph & Co. Inc. 


      March
        17,
        2006 


    Page
      2

     

    5.    
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.  

     

    6.    The
      undersigned agrees not to resign (or advise the Company’s Board of Directors
      that the undersigned declines to seek re-election to the Board of Directors)
      from his position as officer and/or director of the Company as set forth in
      the
      Registration Statement, except for health reasons, without the prior consent
      of
      Morgan Joseph until the earlier of the consummation by the Company of a Business
      Combination, liquidation of the Trust Account (as defined in the Certificate),
      or the liquidation of the Company. The undersigned acknowledges that the
      foregoing does not interfere with or limit in any way the right of the Company
      to terminate the undersigned’s employment at any time (subject to other
      contractual rights the undersigned may have) or confer upon the undersigned
      any
      right to continue in the employ of Company or, if the undersigned is a director,
      limit the power of the Company’s Board of Directors to remove the undersigned as
      a director.  

     

    7.    If
      the Trust
      Account is liquidated before completion of a Business Combination, the
      undersigned will reimburse the Company for his or her Proportionate Share of
      the
      Company’s Vendor Obligations. For purposes of this paragraph, the following
      terms shall have the following meanings:

     

    (a)    “Proportionate
      Share”
shall
      mean an amount equal to the product of (a) the total amount of Vendor
      Obligations and (b) a fraction, the numerator of which is the percentage
      interest of the undersigned in GTI Capital Partners LLC, expressed as a whole
      number, and the denominator is the total percentage interests of the undersigned
      and Michael P. Schulhof and Jonathan N. Schulhof in GTI Capital
      Partners LLC, expressed as a whole number. By way of example, if the
      undersigned’s percentage interest in GTI Capital Partners LLC is 30%, and the
      total percentage interests of the undersigned and Michael P. Schulhof and
      Jonathan N. Schulhof in GTI Capital Partners LLC is 75%, then the
      undersigned’s Proportionate Share of Vendor Obligations is 40%.  

     

    (b)    
      “Vendor
      Obligations”
shall
      mean the debts of the Company to vendors for services rendered or products
      sold
      to the Company in excess of the net proceeds of the IPO not held in the Trust
      Account at the time of its liquidation, to the extent that (i) such debts or
      obligations actually reduce the amount of funds in the Trust Account that are
      distributable to the Company’s stockholders and (ii) are not reimbursed by any
      insurance procured by the Company to cover such claims made against the Trust
      Account. For the avoidance of doubt, Vendor Obligations do not include (x)
      any
      debts or obligations to vendors that do not represent service fees (and related
      disbursements) or product purchase prices, (y) any debts or obligations to
      prospective target businesses if a Business Combination is not consummated
      with
      such prospective target businesses or (z) any debts or obligations owed to
      any
      entity other than a vendor. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Global
      Technology Industries, Inc.

    Morgan
      Joseph & Co. Inc. 


      March
        17,
        2006 


    Page
      3 

     

    8.    The
      undersigned authorizes any employer, financial institution or consumer credit
      reporting agency to release to Morgan Joseph and the Company, and their legal
      representatives or agents (including any investigative search firm retained
      by
      Morgan Joseph or the Company), any information they may have about the
      undersigned’s background and finances (“Information”).
      None
      of Morgan Joseph, the Company or their agents shall be violating the
      undersigned’s right of privacy in any manner in requesting and obtaining the
      Information and the undersigned hereby releases them from liability for any
      damage whatsoever in that connection.  

     

    9.    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;
 

     

    


    (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.  

     

    


    10.    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. 

     

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Global
      Technology Industries, Inc.

    Morgan
      Joseph & Co. Inc. 


      March
        17,
        2006 


    Page
      4

     

    12.    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
      5

     

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

    


    
      
        	 	Print Name: Robert B. Kay
	 	Signature: /s/ Robert B.
                Kay