As
        of
        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 stockholder 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 agrees that in connection with the vote required to consummate
      a
      Business Combination (as defined in the Amended and Restated Certificate of
      Incorporation of the Company (the “Certificate”)),
      it
      shall (a) vote the shares of common stock owned by it immediately prior to
      the
      IPO (“Insider
      Shares”)
      in
      accordance with the majority of the shares of common stock voted by the holders
      of shares purchased in the IPO and (b) vote any shares of common stock acquired
      by it in the IPO or afterward in favor of a Business Combination. 

    

      2.    In
        the event
        that the Company fails to consummate a Business Combination within 18
        months from the effective date ("Effective Date") of the registration
        statement relating to the IPO (or 24 months under the circumstances
        described in the prospectus relating to the IPO), the undersigned will vote
        its
        shares in favor of any plan of dissolution and liquidation recommended by
        the
        Company's board of directors.  The
        undersigned hereby waives any and all right, title, interest or claim of
        any
        kind (“Claim”)
        in or
        to any distribution of the Trust Account (as defined in the Certificate)
        in
        respect of its Insider Shares as a result of the liquidation of the Trust
        Account or otherwise and hereby waives any Claim the undersigned may have
        in the
        future as a result of, or arising out of, any contracts or agreements with
        the
        Company and will not seek recourse against the Trust Account for any reason
        whatsoever; provided,
        however,
        that
        this paragraph shall not limit the undersigned’s right to receive distributions
        from the Trust Account in respect of any securities acquired by it in the
        IPO or
        afterward. 

    

     

    3.    The
      undersigned acknowledges and agrees 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 to the effect that the Business Combination
      is fair to the Company’s stockholders from a financial perspective.



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

        Global
          Technology Industries, Inc.

        Morgan
          Joseph & Co. Inc.


          As
            of
            March 17, 2006


        Page
          2


      

    


    


     

    4.     Neither
      the undersigned, its security holders, any member of the family of the
      undersigned’s security holders, 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’s
      security holders or any affiliate of the undersigned originates a Business
      Combination. 

     

    5.     Neither
      the undersigned, its security holders, any member of the family of the
      undersigned’s security holders, 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. 

     

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

     

    7.     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. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

        Global
          Technology Industries, Inc.

        Morgan
          Joseph & Co. Inc.


          As
            of
            March 17, 2006


        Page
          3


      

    


    IN
      WITNESS WHEREOF, the undersigned has executed this agreement as of the date
      first written above.

     

    


    
      	 	 GTI CAPITAL PARTNERS
              LLC
	 	 
	 	
               By:

            	 /s/ Michael
              P. Schulhof 
	 	
               Name:

            	
              Michael
                P. Schulhof 

            
	 	
               Title:

            	
              Managing
                Member