GLOBAL
      TECHNOLOGY INDUSTRIES, INC.

    


    RESTRICTED
      STOCK AGREEMENT

    


    



      June
        5,
        2006


     

    Charles
      Fabrikant

    Global
      Technology Industries, Inc.

    375
      Park
      Avenue - Suite 1505

    New
      York,
      New York 10152

    


    Dear
      Mr.
      Fabrikant:

    



      This
        Agreement confirms the grant of Restricted Stock to you effective as of June
        5,
        2006 by Global Technology Industries, Inc., upon the terms and conditions
        described herein. 


     


      1. Grant
        of Restricted Stock.
        Pursuant to action of its Board of Directors, Global Technology Industries,
        Inc.
        (the “Company”) hereby grants you “Restricted Stock” for an aggregate of 23,000
        shares of the Company’s Common Stock (the “Restricted Shares”) for $225.40 in
        cash, at a purchase price of $0.0098 per share, subject to the terms and
        conditions hereinafter set forth.

       


    2. Closing.
      The
      transfer of the Restricted Shares (the “Closing”) shall occur simultaneously
      with the execution of this Agreement. Concurrently with the execution of this
      Agreement, (i) the Company shall have delivered to you a certificate
      representing the Restricted Shares, and (ii) you shall have delivered to the
      Company a duly executed (A) stock power, endorsed in blank, relating to the
      Restricted Shares, and (B) a duly signed election under Section 83(b) of the
      Internal Revenue Code of 1986, as amended (the “Code”), with respect to the
      grant of Restricted Shares; provided that the election shall only be delivered
      if you intend to make such an election at the Closing. 

     

    3. Restrictions.
      The
      Restricted Shares are being awarded to you subject to the transfer and
      forfeiture restrictions set forth below (the “Restrictions”), which shall lapse
      after the expiration of the vesting periods described in paragraph 4 below.
      

     

    (a) Transfer.
      You may
      not directly or indirectly, by operation of law or otherwise, voluntarily or
      involuntarily, alienate, attach, sell, assign, pledge, encumber, charge or
      otherwise transfer any of the Restricted Shares still subject to Restrictions.
      

     

    (b) Forfeiture.
      Upon
      termination of your directorship with the Company for any reason, all Restricted
      Shares for which the Restrictions have not lapsed at such time shall be returned
      to or canceled by the Company, and shall be deemed to have been forfeited by
      you. Upon a forfeiture of your Restricted Shares, the Company will not be
      obligated to pay you any consideration whatsoever for the forfeited Restricted
      Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Lapse
      of Restrictions.

     

    (a) The
      Restrictions shall lapse to the extent the Restricted Shares have become vested,
      as follows:

     

    (i) 33
      1/3%
      of the Restricted Shares shall become vested on the 12-month anniversary of
      the
      consummation of the Company’s initial public offering (the “Effective
      Date”);

     

    (ii) 33
      1/3%
      of the Restricted Shares shall become vested on the 24-month anniversary of
      the
      Effective Date; and 

     

    (iii) 33
      1/3%
      of the Restricted Shares shall become vested on the 36-month anniversary of
      the
      Effective Date.

     

    (b) To
      the
      extent the Restrictions shall have lapsed under this paragraph 4 with respect
      to
      any portion of the Restricted Shares, those shares (“Vested Shares”) will be
      free of the terms and conditions of this Agreement.

     

    5. Adjustments.
      The
      terms “Restricted Shares” and “Vested Shares” shall include any shares or other
      securities that you receive or become entitled to receive as a result of your
      ownership of the original Restricted Shares.

     

    6. Custody.
      All
      certificates representing the Restricted Shares (other than Vested Shares)
      shall
      be deposited, together with stock powers executed by you, in proper form for
      transfer, with the Company. The Company is hereby authorized to effectuate
      the
      transfer into its name of all certificates representing the Restricted Shares
      which are forfeited to the Company pursuant to paragraph 3 hereof. Certificates
      representing shares as to which the Restrictions have lapsed shall, subject
      to
      any applicable securities law restrictions, be delivered by the Company to
      you
      or your personal representative.

     

    7. Voting
      and Other Rights.

     

    (a) Upon
      the
      registration of the Restricted Shares in your name, you shall have all of the
      rights and status as a stockholder of the Company with respect to the Restricted
      Shares, including the right to vote such shares and to receive dividends or
      other distributions thereon.

     

    (b) The
      grant
      of the Restricted Shares to you does not confer upon you any right to continue
      as a director of the Company.

     

    8. Withholding
      Taxes.
      The
      award or other transfer of the Restricted Shares, and the lapse of Restrictions
      on the Restricted Shares, shall be conditioned further on any required
      withholding taxes having been collected by lump sum payroll deduction or direct
      payment to the Company. 

     

    9. Miscellaneous.
      This
      Agreement: (a) shall be binding upon and inure to the benefit of any successor
      of the Company and your successors, assigns and estate, including your
      executors, administrators and trustees; (b) shall be governed by the laws of
      the
      State of Delaware and any applicable laws of the United States; and (c) may
      not
      be amended except in writing and signed by both parties hereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    To
      confirm your acceptance of the foregoing, please sign and return one copy of
      this Agreement to Robert B. Kay at Global Technologies Industries,
      Inc.

     

    
      
        	 	 	 
	 	GLOBAL
                TECHNOLOGY
                INDUSTRIES, INC.
	 
 	 
 	 
 
	 	By:  	
                /s/
                  Robert B. Kay

              
	 	
                
Name:
                Robert B. Kay
	 	Title: Chief Executive
                Officer 


      

       

      ACCEPTED
        AND AGREED:

      
        
          	 	 	 	 
	
                  /s/
                    Charles Fabrikant

                	 	 	 
	
                  
                    

                  

                   

                	 	 	
                


        


          
            	Date:	
                    June
                      5, 2006

                  	 	 	 


          

        


           

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    Section
      83(b)
      Election

     

    This
      statement is made under Section 83(b) of the Internal Revenue Code of 1986,
      as
      amended, pursuant to Treasury Regulations Section 1.83-2.

     

    
      	 	
              a.

            	
              The
                taxpayer who performed the services
                is:

            


    

     

    Name:
       _____________________________________

     

    Address: 
      ___________________________________

     

    __________________________________

     

    Social
      Security No.: ___________________________

     

    
      	 	
              b.

            	
              The
                property with respect to which the election is made is ______ shares
                of
                the Common Stock of Global Technology Industries,
                Inc.

            


    

     

    
      	 	
              c.

            	
              The
                property was transferred on ________ __,
                _____.

            


    

     

    
      	 	
              d.

            	
              The
                taxable year for which the election is made is the calendar year
                _____.

            


    

     

    
      	 	
              e.

            	
              The
                property is subject to a risk of forfeiture pursuant to which the
                taxpayer
                will forfeit the property if taxpayer’s service with the issuer is
                terminated. This risk of forfeiture lapses in a series of installments
                over a three-year period ending on ________ ___,
                _____.

            


    

     

    
      	 	
              f.

            	
              The
                fair market value of such property at the time of transfer (determined
                without regard to any restriction other than a restriction which
                by its
                terms will never lapse) is $_____ per
                share.

            


    

     

    
      	 	
              g.

            	
              A
                copy of this statement was furnished to Global Technology Industries,
                Inc., for whom taxpayer renders the services underlying the transfer
                of
                such property.

            


    

     

    
      	 	
              h.

            	
              This
                statement is executed on _______ __,
                _____.

            


    

     

    
      
        
          	  	 	  
	 Signature of Spouse (if any)	 	 Signature of
                  Taxpayer


        

         

      

    

    This
      election must be filed with the Internal Revenue Service Center with which
      the
      taxpayer files his or her federal income tax returns and must be filed within
      30
      days after the date of purchase. This filing should be made by registered or
      certified mail, return receipt requested. The taxpayer must retain two copies
      of
      the completed form for filing with his or her federal and state tax returns
      for
      the current tax year and an additional copy for his or her
      records.