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                                                                   EXHIBIT 10.27

                                    SUBLEASE

      This Sublease made and entered into as of this 1st day of April, 2005 (the
"Effective Date") by and between TRISTAR ENTERPRISES, INC., a Tennessee
nonprofit corporation ("SUBLESSOR") and GTx INC., a Delaware corporation
("SUBLESSEE").

                                    RECITALS

      WHEREAS, the SUBLESSOR and The University of Tennessee (the "LESSOR") have
entered into a Lease dated October 1, 2000, as amended on March 30, 2005 (as
amended, the "Lease"). A copy of the Lease is attached hereto as Exhibit A;

      WHEREAS, the SUBLESSOR desires to sublease a portion of the premises
leased to the SUBLESSEE pursuant to the Lease.

      NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration set forth herein, the parties agree as follows:

      1. DESCRIPTION: Subject to the terms of the Lease, the SUBLESSOR hereby
subleases unto the SUBLESSEE, and SUBLESSEE accepts from SUBLESSOR, the Premises
(as defined below) situated in the State of Tennessee, County of Shelby, and
City of Memphis, located at 3 North Dunlap Street. Premises is defined as the
Van Vleet Building, not including the "Old Van Vleet Building", and rooms S208,
S208A, S309, S308, S323, S319, S318 in the "Old Van Vleet Building", as shown in
the floor plans attached as Exhibit B.

      2. RENT: The SUBLESSEE shall pay annual rent equal to Lessor's actual cost
of operation of the Van Vleet Building, including 98% of actual cost of
utilities of the Van Vleet Building, as shown on Exhibit C hereto. The initial
annual rent shall be estimated and divided into twelve (12) equal monthly
installments. Such rent shall be payable on the Effective Date and the first day
of each month thereafter during the term of this Sublease without demand or
offset, except as stated herein. The rental amount will be adjusted every
quarter, starting July 1, 2005, in accordance with this Section 2 to reflect a
rent equal to LESSOR's actual cost of the operation of the Van Vleet Building
and 98% of the building's utilities, in accordance with Exhibit C. Within
fifteen (15) days after June 30, 2005 and each quarter thereafter, SUBLESSOR
shall submit to SUBLESSEE a statement of actual costs of operation for such
quarter. If the actual costs exceed the rent paid for such period, then
SUBLESSEE shall remit such difference to SUBLESSOR within fifteen (15) days
after receipt of the statement. If the rent paid exceeds the actual costs, then
SUBLESSOR shall apply such difference as a credit on the next rental payment.
Any remaining rental credits outstanding at the termination of this Sublease
shall be forfeited to SUBLESSOR unless LESSOR shall exercise its rights to
terminate the Lease and SUBLESSEE shall lose any rights afforded it hereunder
prior to the expiration of the Term. Additionally, after the receipt of the
statement, SUBLESSOR shall adjust the rental amount to be paid each subsequent
month such that the monthly payment is equal to one-twelfth (1/12) of the actual
cost of operation on an annualized basis and Exhibit C shall be amended
accordingly. "Actual cost of operation" shall mean all the costs and expenses
paid or incurred by or on behalf of LESSOR in owning, maintaining, operating and
repairing the Premises and the

                                                                               1


building in which the Premises are located, including but not limited to the
costs of capital improvements to the building, depreciation charges, custodial
services, if any, utilities, elevator maintenance, pest control services, steam
boiler inspection, hot water boiler inspection, chiller maintenance, trash
disposal, lighting and other building maintenance and repair costs.

      3. TERM: Subject to and upon the conditions set forth herein, the term of
the Sublease shall commence on the Effective Date and shall terminate December
31, 2007, unless SUBLESSEE renews the Sublease in accordance with this Section
3. SUBLESSEE shall have the option to extend this Sublease for up to three
additional years, in one-year increments. SUBLESSEE shall notify SUBLESSOR in
writing ninety (90) days prior to the expiration of the Sublease, if exercise of
the option is desired. Such writing shall also describe to SUBLESSOR the plans
of SUBLESSEE to vacate the Premises and move its operations to another location.
Upon execution of this Sublease, the sublease between SUBLESSOR and SUBLESSEE
dated October 1, 2000, as amended, shall terminate and be of no further force
and effect.

      4. CREDIT FOR TENANT IMPROVEMENTS: SUBLESSEE will be granted credit
against monthly installments of rent for Tenant Improvements (hereinafter
defined) made to the Premises by SUBLESSEE, upon compliance with this Section 4.
Tenant Improvements shall mean reconfigurations of and other improvements to
office and laboratory spaces within the Premises that are permanent in nature
and which will remain in the Premises upon termination of the Sublease and
vacation of the Premises by SUBLESSEE.

      SUBLESSEE shall submit construction documents, plans and specifications,
including expense estimates, covering all phases of the proposed Tenant
Improvements to SUBLESSOR for approval prior to the commencement of any Tenant
Improvements in the Premises.

      All credit for Tenant Improvements will be dollar for dollar and will be
distributed over a 12-month period starting with the submission of a statement
of completed work to SUBLESSOR; provided, however, that credit shall not be
granted for those expenses which exceed the estimate provided to SUBLESSOR
unless consented to by SUBLESSOR. Total credit for Tenant Improvements is not
currently expected to exceed $500,000.00.

      5. PARKING: SUBLESSOR will use reasonable efforts to make available to
SUBLESSEE at least 70 parking spaces in the "R" Lot directly north of the Van
Vleet Building and 40 spaces in the "G" parking garage. Payment for parking
shall be made to UT Health Science Center Campus Police.

      6. RELATIONSHIP TO LEASE. This Sublease and all of SUBLESSEE'S rights
hereunder are expressly subject to and subordinate to all of the terms and
provisions of the Lease, as modified or amended from time to time. SUBLESSEE
hereby acknowledges that it has received a copy of the Lease and has read all of
the terms and conditions thereof. SUBLESSOR warrants and represents that the
Lease is in full force and effect. SUBLESSEE acknowledges that any termination
of the Lease will result in a termination of this Sublease. SUBLESSEE further
acknowledges that in the event that LESSOR exercises the remedy of re-entry or
repossession of the Premises, without terminating the Lease, this Sublease shall
terminate, provided that LESSOR agrees that if the Sublease shall be terminated
by LESSOR at

                                                                               2


any time prior to SUBLESSEE receiving full credit for its Tenant Improvements,
SUBLESSOR and/or LESSOR shall immediately pay to SUBLESSEE the amount of such
difference. Also, LESSOR and SUBLESSEE agree to use their respective best
efforts to give SUBLESSEE at least a full years advance notice of LESSOR'S
intent to exercise its rights to terminate the Lease at any time prior to the
expiration of the Term hereunder.

      7. ENTRY BY SUBLESSOR. SUBLESSEE agrees that SUBLESSOR'S and LESSOR'S
representatives shall have the right to enter all parts of the Premises at all
reasonable hours to inspect, test, clean, make repairs, alterations and
additions to the Premises that SUBLESSOR or LESSOR, as applicable, may deem
necessary or desirable or to provide any service which it or LESSOR, as
applicable, is obligated to furnish to the Premises.

      8. COMPLIANCE WITH LEASE. Except as set forth herein, SUBLESSEE hereby
assumes all obligations of SUBLESSOR, as tenant or lessee under the Lease, with
respect to the Premises and agrees to be bound by the terms of the Lease as
fully and to the same extent as if SUBLESSEE were tenant or lessee of the
Premises under the Lease. SUBLESSOR covenants that it will pay all Rent (as such
term is defined in the Lease) due under the Lease to the LESSOR, provided that
LESSOR and SUBLESSOR agree that payment of the rent hereunder to SUBLESSOR shall
be deemed to be payment of the Rent to LESSOR and the credits to be applied
against the rent to be paid by SUBLESSEE on account of Tenant Improvements shall
be deemed to be credits of Rent under the Lease.

      9. PERFORMANCE OF LESSOR'S OBLIGATIONS UNDER LEASE. SUBLESSEE hereby
acknowledges that it shall look solely to LESSOR for the performance of all the
LESSOR'S obligations under the Lease with respect to the Premises. SUBLESSOR
agrees that it shall, when necessary and when requested by SUBLESSEE, endeavor
to cause LESSOR to perform its obligations under the Lease, but shall not be
liable to SUBLESSEE for LESSOR'S failure to do so. SUBLESSEE agrees to notify
SUBLESSOR in writing of the need for repairs to the Premises that are the
LESSOR'S responsibility pursuant to Paragraph 6 of the Lease.

      10. QUIET ENJOYMENT AND COVENANT OF TITLE. Subject to Section 12 below,
SUBLESSOR covenants that it has full right, power and authority to execute this
Sublease and to grant the estate demised herein, and that SUBLESSEE, upon
payment of the rent herein reserved and performance of the terms, conditions and
covenants herein contained with respect to SUBLESSEE, shall peacefully and
quietly have, hold, and enjoy the Premises during the full term, and any
extension hereof, from the adverse claims by all persons, parties, or entities
claiming through or as a result of SUBLESSOR.

      11. INSURANCE: SUBLESSEE will maintain commercial general liability
insurance against claims for bodily injury and death, personal injury, and/or
property damage that occur in or about the Premises which names SUBLESSOR as an
additional insured. Such insurance will provide at least $1,000,000.00 coverage
with respect to any one occurrence and will include fire legal liability
endorsement. SUBLESSEE will provide proof of such insurance to SUBLESSOR within
30 days after the Effective Date. Such insurance shall be maintained with
insurance companies licensed to do business in Tennessee and reasonably
acceptable to SUBLESSOR. SUBLESSEE will submit to SUBLESSOR on the policy
renewal date each year a Certificate of Insurance to confirm the required
coverage. Such Certificate shall include a statement that

                                                                               3


SUBLESSOR will be given a 30-day written notice of cancellation or reduction in
coverage. Such insurance shall also comply with Paragraph 11 of the Lease.
SUBLESSEE will maintain throughout the term of this Sublease statutory worker's
compensation insurance including employer's liability for all employees as
required by applicable state and federal regulations.

      12. DELIVERY AND RETURN OF PREMISES.

            (a) SUBLESSOR will deliver the Premises to SUBLESSEE in an "as is"
condition. SUBLESSEE shall have the right to make alterations to the Premises,
subject to Section 4 of this Sublease, all at SUBLESSEE's sole cost and expense.

            (b) At the termination of SUBLESSEE's right to possession hereunder,
SUBLESSEE shall surrender possession of the Premises to SUBLESSOR and deliver
all keys and security access instruments to the Premises to SUBLESSOR, and shall
subject to the provisions of Sections 12(c) and (d) hereunder return to
SUBLESSOR the Premises and all equipment and fixtures of SUBLESSOR broom clean,
with all rubbish removed, in at least as good condition and state of repair as
when SUBLESSEE originally took possession, ordinary wear and tear excepted and
loss or damage by fire, or other insured casualty excepted, failing which
SUBLESSOR may restore the Premises, equipment and fixtures to such condition and
state of repair and SUBLESSEE shall, upon demand, pay to SUBLESSOR the cost
thereof.

            (c) All installations, additions, fixed partitions, hardware, light
fixtures, supplementary heating or air conditioning units, non-trade fixtures
and improvements temporary or permanent, except movable furniture and equipment
belonging to SUBLESSEE, in or upon the Premises, whether placed there by
SUBLESSEE or SUBLESSOR, shall be SUBLESSOR's property and shall remain upon the
Premises upon expiration of SUBLESSEE's possession hereunder, all without
compensation, allowance or credit to SUBLESSEE, except as provided in Sections 4
and 6 hereof. However, if required by SUBLESSOR in writing prior to SUBLESSEE
making such improvements, SUBLESSEE, at SUBLESSEE's sole cost and expense, shall
promptly remove the installations, additions, partitions, hardware, light
fixtures, supplementary heating or air conditioning units, non-trade fixtures
and improvements placed in or upon the Premises by SUBLESSEE, and repair any
damage to the Premises caused by such removal, failing which SUBLESSOR may
remove the same and SUBLESSEE shall, upon demand, pay to SUBLESSOR the cost of
such removal and of any necessary restoration of the Premises. All fixtures,
installations and personal property belonging to SUBLESSEE not removed from the
Premises upon termination of this Sublease and not required by SUBLESSOR to have
been removed as provided herein shall be conclusively presumed to have been
abandoned by SUBLESSEE and title thereto shall pass to SUBLESSOR under this
Sublease as by a bill of sale.

            (d) SUBLESSEE shall remove SUBLESSEE's furniture, machinery,
equipment, safes, trade fixtures and other items of movable personal property of
every kind and description from the Premises and restore any damage to the
Premises caused thereby, such removal and restoration to be performed prior to
the expiration of the term of this Sublease, failing which SUBLESSOR may do so
and SUBLESSEE shall, upon demand, pay to SUBLESSOR the cost thereof.

                                                                               4


      13. INDEMNITY. SUBLESSEE agrees to indemnify, defend, and hold harmless
SUBLESSOR from and against any and all liabilities, losses, damages, expenses,
demands, suits, judgments or claims, including attorneys fees and other expenses
in connection therewith, incurred by SUBLESSOR and in any way related to
SUBLESSEE, this Sublease or the Premises. This indemnity provision shall survive
the expiration or earlier termination of this Sublease.

      14. DEFAULT; REMEDIES. Any action or omission by the SUBLESSEE that
results in a default under the Lease shall be a default under this Sublease. In
the event of SUBLESSEE's failure to pay rent according to the terms of this
Sublease, or any other default under this Sublease, the SUBLESSOR is entitled to
exercise each and every remedy against SUBLESSEE to which it is entitled by law
or in equity, including, without limitation, any right or remedy against
SUBLESSEE to which the LESSOR is entitled under the Lease.

      15. COLLECTION COSTS; ATTORNEY'S FEES. In the event of any default by
SUBLESSEE and should it become necessary for SUBLESSOR to bring an action
against SUBLESSEE to enforce this Sublease or to sue for its default, SUBLESSOR
shall be entitled to recover all costs of enforcement of suit, including, but
not limited to, court costs and reasonable attorney's fees.

      16. BROKERAGE COMMISSIONS. SUBLESSEE warrants that it has had no dealings
with any broker or agent in connection with the negotiation and execution of
this Sublease, and SUBLESSEE agrees to indemnify SUBLESSOR and LESSOR and hold
SUBLESSOR and LESSOR harmless from and against any and all costs, expenses, or
liability for commissions or other compensation or charges claimed by or awarded
to any broker or agent with respect to this Sublease.

      17. HOLDING OVER. In the event of holding over by SUBLESSEE after the
expiration or other termination of this Sublease, SUBLESSEE shall be a tenant at
sufferance. No holding over by SUBLESSEE after the expiration of the term of
this Sublease shall be construed so as to extend or renew the term of this
Sublease.

      18. TERMINATION. SUBLESSEE shall have the right to terminate this Sublease
in the event of a casualty to the Premises effective as of the date of such
casualty.

      19. BINDING AGREEMENT. This Sublease shall be binding upon and shall inure
to the benefit of the SUBLESSOR and SUBLESSEE, and their respective permitted
assigns.

      20. ASSIGNMENT. Neither this Sublease nor the rights or obligations of the
SUBLESSEE may be assigned, subleased or transferred (by operation of law or
otherwise) by SUBLESSEE without the express written consent of SUBLESSOR and
LESSOR, provided that SUBLESSEE shall have the right to assign this Sublease to
any person or entity which acquires through purchase or otherwise a controlling
interest in SUBLESSEE or any entity into which SUBLESSEE shall be merged or
consolidated. The parties hereto acknowledge that this Sublease will be assigned
by SUBLESSOR to LESSOR immediately following its execution by the parties
hereto.

      21. INVALIDITY. If any provision of this Sublease shall be held to be
invalid, whether generally or as to specific facts or circumstances, the same
shall not affect in any respect

                                                                               5


whatsoever the validity of the remainder of this Sublease, which shall continue
in full force and effect. Any provision held invalid as to any particular facts
and circumstances shall remain in full force and effect as to all other facts
and circumstances, and any invalid provision, if invalid because it transcends
applicable limits of law shall be deemed ipso facto to be reduced to such
permitted level or limit.

      22. GOVERNING LAW. This Sublease and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Tennessee, as
the same shall exist from time to time.

      23. ENTIRE AGREEMENT; AMENDMENTS. This Sublease embodies the entire
agreement of the parties hereto with respect to the subject matter discussed
herein. This Sublease may be modified or amended only by the mutual written
agreement of the parties hereto.

      24. COUNTERPART SIGNATURE. This Sublease may be executed in one or more
counterparts and each of which shall constitute one and the same instrument.

      25. TIME IS OF THE ESSENCE. Time is of the essence of this Sublease.

      26. SMOKING. Smoking is strictly prohibited in all areas within the Van
Vleet Building.

      27. APPROVAL: The effectiveness of this Sublease is subject to the written
consent of LESSOR approving this Sublease, as evidenced by LESSOR'S execution
hereof.

      28. NOTICES: All notices required under this Sublease shall be sent to the
following addresses:

      To the SUBLESSOR:                       To the SUBLESSEE:

      Tristar Enterprises, Inc.               GTx, Inc.
      920 Madison Ave., Suite 515             3 North Dunlap
      Memphis, TN 38163                       Memphis, TN 38163

                                                                               6


      IN WITNESS WHEREOF, the SUBLESSEE and the SUBLESSOR have executed this
Sublease in duplicate on the date written below.

GTx, INC. (SUBLESSEE)                    TRISTAR ENTERPRISES, INC.
                                         (SUBLESSOR)

By: /s/ Henry P. Doggrell                By: /s/ Robert L. Palmer
    ---------------------------------        -----------------------------
Name: Henry P. Doggrell                  Name: Robert L. Palmer
Title: Vice President/General Counsel    Title: Pres/CEO
Date: 03-31-05                           Date: 4/14/05

THE UNIVERSITY OF TENNESSEE
(LESSOR)

By: /s/ William F. Owen Jr.
    ---------------------------------
Name: William F. Owen, Jr.
Title: Chancellor Vice President
Date: 5-19-05

                                                                               7


STATE OF TENNESSEE
COUNTY OF SHELBY

      Personally appeared before me, the undersigned, Notary Public for the
Shelby County, William Rice Vice President of The University of Tennessee, with
I am personally acquainted (or proved to me on the basis of satisfactory
evidence), and who, upon oath, acknowledged that he/she is the Vice President of
The University of Tennessee and that he/she as Vice President, being authorized
to do so, executed the foregoing instrument for the purpose therein contained by
signing the name of The University of Tennessee by himself/herself as Vice
President.

      Witness my hand and seal, at office in, this 31st day of March, 2005

                                                /s/ Dianne Asher
                                                --------------------------
                                                Notary Public.

My Commission Expires: 11/06/05



STATE OF TENNESSEE
COUNTY OF SHELBY

Before me, the undersigned Notary Public of the State and County mentioned,
personally appeared Robert L. Palmer, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who, upon oath,
acknowledged himself to be President/CEO of TriStar Enterprises, Inc., the
within named Lessee, a corporation, and that he as such President/CEO executed
the foregoing Lease for the purposes contained therein, by signing the name of
the corporation by himself herself as President/CEO.

      Witness my hand and seal, at office in, this 14th day of April, 2005.

                                                /s/ Dianne Asher
                                                --------------------------
                                                Notary Public

My Commission Expires: 11/06/05


                              AMENDMENT I TO LEASE

      Amendment I made this 1st day of April, 2005 by and between THE UNIVERSITY
OF TENNESSEE, with offices at 301 Andy Holt Tower, Knoxville, Tennessee 37996
(hereinafter called "Lessor") and TRISTAR ENTERPRISES, INC. with offices at 3
North Dunlap, Memphis, Tennessee 38163 (hereinafter called "Lessee").

                                   WITNESSETH:

WHEREAS, the Lessor and Lessee entered into that certain Lease dated March 7,
2001

IS HERBY MODIFIED, EFFECTIVE APRIL 1, 2005, AS FOLLOWS:

      1.    Section 1: deleted in its entirety and replaced with the following:

            DESCRIPTION: The Lessor hereby leases unto Lessee those premises
            with the appurtenances thereto appertaining situated in the State of
            Tennessee, County of Shelby, City of Memphis, located at 3 N. Dunlap
            Street.

            Premises is defined as the Van Vleet Building containing
            approximately 81,150 square feet, not including first floor rooms
            S0106, S0104, S0108, S0112, S0119, S0133, S0134, S0135, S0118, and
            S0110 in the "Old Van Vleet Building" occupied by UT Radiation
            Safety containing approximately 1,802 square feet. Plans for the
            building are located in the Office of Facilities at The University
            of Tennessee Health Science Center in Memphis, Tennessee and are
            incorporated by reference as if fully set out herein.

      2.    Section 2: deleted in its entirety and replaced with the following:

            TERM: The term of this lease shall commence on April 1, 2005,
            (Commencement Date) and shall end on December 31, 2010, with such
            rights of termination and/or extension as may be hereinafter
            expressly set forth. Should the Lessee occupy the premises beyond
            the term of this Lease such occupancy shall in no event be
            year-to-year but at the will of the Lessor.

      3.    Section 3: deleted in its entirety and replaced with the following:

            RENT: The Lessee shall pay monthly rent prorated on ninety-eight
            percent (98%) of the Lessor's actual costs of operation for the Van
            Vleet building. The beginning annual rent is initially described in
            Exhibit A and shall be paid equal to one-twelfth (1/12) of the
            proportionate actual cost of operation on an annualized basis. Such
            rent shall be payable on the Commencement Date and the first day of
            each month thereafter during the term of this Lease without demand
            or offset, except as stated herein. The rental amount will be
            adjusted every fiscal year of Lessor ended June 30, starting June
            30, 2005, in accordance with this Section 2 to reflect a rent equal
            to ninety-eight percent (98%) of Lessor's actual cost of the
            operation of the Premises. Within fifteen (15) days after June 30,
            2005 and each fiscal year thereafter, Lessor shall submit to Lessee
            a statement of actual costs of operation for such year. If the
            actual costs of operation exceed the rent paid for such period, the
            Lessee shall remit such difference to Lessor within fifteen (15)
            days after receipt of the statement. If the rent paid exceeds the
            actual costs of operation, the rental credit shall be carried
            forward to the next period. Any remaining rental credits outstanding
            at the termination of this lease shall be forfeited to the



            Lessor. Additionally, after the receipt of the statement, Lessor
            shall adjust the rental amount to be paid each subsequent month such
            that the monthly payment is equal to one-twelfth (1/12) of the
            actual cost of operation on an annualized basis. "Actual costs of
            operation" shall mean all the costs and expenses paid or incurred by
            or on behalf of Lessor in owning, maintaining, managing, operating
            and repairing the Premises and the building in which the Premises
            are located, including, but limited to, the cost of capital
            improvements to the building, depreciation charges, custodial
            services, utilities, elevator maintenance, pest control services,
            steam boiler inspection, hot water boiler inspection, chiller
            maintenance, trash disposal, lighting and other building maintenance
            and repair costs.

      3(a). CREDIT FOR TENANT IMPROVEMENTS: Lessee will be granted credit
            against monthly installments of rent for Tenant Improvements
            (hereinafter defined) made to the Premises by Lessee, or any
            Sublessee, upon compliance with this Section 3(a). Tenant
            Improvements shall mean reconfigurations of and other improvements
            to office and laboratory spaces within the Premises that are
            permanent in nature and which will remain in the Premises upon
            termination of the Lease, or any Sublease, and vacation of the
            Premises by Lessee, or any Sublessee.

            Lessee, or any Sublessee, shall submit construction documents, plans
            and specifications, including expense estimates, covering all phases
            of the proposed Tenant Improvements to Lessor for approval prior to
            the commencement of any Tenant Improvements in the Premises.

            All credit for Tenant Improvements will be dollar for dollar and
            will be distributed over a twelve-month period starting with the
            submission of a statement of completed work to Lessor; provided,
            however, that credit shall not be granted for those expenses which
            exceed the estimate provided to Lessor unless consented to by
            Lessor. Total credit for Tenant Improvements shall not exceed
            $500,000.00.

      4.    Section 5: deleted in its entirety and replaced with the following:

            ASSIGNMENT AND SUBLETTING: The Lessee shall neither assign this
            Lease nor sublet the premises in whole or part without the written
            consent of the Lessor. Further, the Lessee shall not permit the use
            or occupation of said premises by anyone other than Lessee without
            the written consent of the Lessor. For the purpose of this Section
            5, the Executive Vice President of Lessor, or his or her designee,
            shall be the official authorized to provide the required written
            consent.

      5.    Section 12: deleted in its entirety and replaced with the following:

            TERMINATION/EXTENSION: Notwithstanding any other provision to the
            contrary in the event that the Lessee becomes insolvent or
            bankruptcy proceedings are filed against or by the Lessee, his heirs
            or assigns in any court whatsoever, or if for any reason the Lessee
            should cease to exist as a legal entity, it shall give the rights to
            Lessor or its assigns, at their option, to immediately declare this
            contract null and void and at once resume possession of the
            property. No receiver, trustee or other judicial officer shall have
            any right, title or interest in or to the above described property
            by virtue of this contract.



            Further, if the Lessee shall fail or neglect to make any payment of
            rent when due, vacate the premises without notice to the Lessor or
            shall violate any of the provisions of this Lease, the Lessor,
            without any other demand or notice, may at Lessor's option,
            immediately terminate this Lease and if necessary require the Lessee
            to vacate the leased premises.

            In lieu of any termination right mentioned herein or in conjunction
            therewith, Lessor may pursue any other lawful right or remedy
            incident to the relationship created by this Lease. Should the
            Lessor at any time seek to rightfully recover possession of the
            premises and be obstructed or resisted therein, and any litigation
            thereon ensue, the Lessee shall be bound to pay the Lessor
            reasonable attorney's fees and all court costs.

            It is agreed that either party shall have the right and privilege to
            terminate the agreement by giving a written notice to the other
            party at least 90 days prior to the specified termination date.

            This lease may be extended by both parties agreeing to the terms and
            conditions of such extension in writing and signed by all parties
            and with the approval of the State Building Commission.

      6.    Section 14 (b): deleted in its entirety.

      7.    Section 15: deleted in its entirety and replaced with the following:

            BONDS AND INSURANCE:

            Each contractor hired for construction work exceeding $100,000 in
            cost on the Premises shall comply with the following requirements:

            a.    Contractor shall furnish a payment bond and a performance bond
                  in the amount of the cost to complete the work issued by a
                  bonding company acceptable both to Lessee and the Lessor
                  licensed in Tennessee wherein Lessee and the Lessor are named
                  as co-obligees.

            b.    Contractor shall purchase and maintain insurance as follows:

                  1)    Coverages for the following categories shall not be less
                        than stated:

                        a)    Worker's Compensation:
                              Applicable Federal and State        Statutory
                              Employer's Liability                $500,000.00

                        b)    Comprehensive General Liability, including
                              Products and Completed Operations Broad form
                              Property Damage Liability, Contractual, Personal
                              Injury and XCU Coverage (if applicable)

                              (a) Bodily Injury Limits of:       $1,000,000.00
                                  Annual Aggregate of:           $2,000,000.00

                              (b) Property Damage Limits of:     $1,000,000.00
                                  Annual Aggregate of:           $2,000,000.00

                              OR Combined Single Limits equal to:$2,000,000.00
                                                                 $4,000,000.00



                        c)    Automobile Liability to include Owned, Non-owned,
                              and Hired;

                              Bodily Injury and Property Damage
                              Combined Single Limit              $500,000.00

                  2)    Such insurance shall be in a company or companies
                        authorized to do business in the State of Tennessee. A
                        Certificate of Insurance evidencing the coverages
                        required above shall name both Lessee and the Lessor as
                        additional insureds on the face of the Certificate and
                        shall include the provision that Lessee and the Lessor
                        shall be notified of any changes, deletions, or
                        cancellation of coverage(s) at least thirty (30) days
                        prior to such action.

Said Lease, as modified herein, is hereby ratified and confirmed and shall
remain in full force and effect throughout the term of said Lease.

The provisions of this Amendment I shall be binding and insure to the benefit of
the parties hereto and their respective heirs, legal representatives, successors
and assigns.

LESSEE:                                    LESSOR:

BY: /s/ Robert L. Palmer                   BY: /s/ William R. Rice
    ------------------------------             ---------------------------------
    TRISTAR ENTERPRISES, INC.                  THE UNIVERSITY OF TENNESSEE

ITS: PRES/CEO                              BY:
                                               ---------------------------------
                                               Commissioner, Finance & Adm.

                                           BY:
                                               ---------------------------------
                                               Attorney General (Approved as to
                                               Form and Legality)



                                    EXHIBIT A

Cost Projections for
Van Vleet Rent
11/18/04


                                      
Utilities                                $ 247,620.00
Debt Service                             $ 387,500.00
Security                                 $  40,000.00
Insurance                                $   2,888.00
Maintenance/Operations                   $ 150,490.00
Grounds                                  $   9,000.00

Total Annual                             $ 837,498.00

Total Monthly                            $  69,791.50


For example, the beginning fiscal period annualized actual cost of operation is
$837,498.00 multiplied by ninety-eight percent (98%) and divided by twelve (12)
equals the beginning monthly rent payment for the period ($837,498.00 X .98 / 12
= $68,395.67 monthly rent payment for the period).



Prepared By:                                    Lessee:

University of Tennessee                         Tristar Enterprises, Inc.
Office of Real Estate Management                3 N. Dunlap Street
The Middlebrook Building                        Memphis, TN 38163
5723 Middlebrook Pike
Knoxville, TN 37996

                                      LEASE

      THIS LEASE, made and entered into this 7th day of MARCH, 2001, and
effective as of October 1, 2000, by and between THE UNIVERSITY OF TENNESSEE,
hereinafter called the Lessor, and TRISTAR ENTERPRISES, INC., hereinafter
called the Lessee.

                                   WITNESSETH:

The parties hereto, for the considerations hereinafter mentioned, covenant and
agree as follows:

      1. DESCRIPTION: The Lessor hereby leases unto Lessee those premises with
the appurtenances thereto situated in the State of Tennessee, County of Shelby,
City of Memphis, in the Van Vleet Building at 3 N. Dunlap Street. The premises
above are more particularly described as follows:

      Approximately 2,050 rentable square feet of Office Space located on the
second floor and identified on attached Addendum Number One as C202, C206, C207,
C208, C212, C216, C219, C223, C224, C226 and C228. Approximately 4,818 rentable
square feet of Laboratory Space located on the third floor and identified on
attached Addendum Number Two as N321, N324, N324A, N325, N326, N326A, N328,
N328A, N329, N330, N333, N333A, N334, N334A, N334B. Plans for the building are
located in the Office of Facilities at The University of Tennessee Health
Science Center in Memphis, Tennessee and are incorporated by reference as if
fully set out herein.

Being part of the same property described in the last recorded instrument
conveyed to Lessor in Plat Book No. 1, Page 69, recorded in the Register's
Office, Shelby County, Tennessee. (Reference instrument No. 6005-287 - no other
recorded deeds were located).

      2.TERM: The term of this lease shall commence on October 1, 2000, and
shall end on September 30, 2005, with such rights of termination and/or
extension as may be hereinafter expressly set forth. Should the Lessee occupy
the premises beyond the term of this Lease such occupancy shall in no event be
year-to-year but at the will of the Lessor.

      3.RENT: The Lessee shall pay annual rent of $94,820 ($11.00 per rentable
square foot of Office Space and $15.00 per rentable square foot of Laboratory
space), payable in installments of $7,901.67 per month. The rental cost may
subsequently be adjusted each July 1 and shall be based on the percentage
difference between the two most recent annual State and Local Index values
listed in TABLE 3.8B-Real Government consumption Expenditures by Type and Real
Gross Investment by Type (formerly entitled Government Purchases by Type in
Constant Dollars) contained in the applicable July issue of the Department of
Commerce's Survey of Current Business. For example, if this adjustment factor
had been put into effect prior to July 1, 1996, a 2.3% increase in the prior
rate would be permissible for the period of July 1, 1996-June 30, 1997 (the July
1996 issue of the Department OF Commerce's Survey of Current Business lists the
1995 State and Local Index value as 788.6 and the 1994 value as 770.5
(788.6/770.5 = 1.023)).



Tristar Enterprises, Inc.
Page 2 of 5

      4. PURPOSE: The premises hereby leased shall only be used for education,
research, or public service activities. Lessee shall not permit or suffer any
act or event to occur upon the premises which is extra hazardous on the account
of fire or explosion.

      Further Lessee covenants to comply with all City laws and ordinances and
State and federal laws in regard to nuisances, insofar as the premises are
concerned and to make no unlawful or offensive use of the premises.

      5. ASSIGNMENT AND SUBLETTING: The Lessee shall neither assign this Lease
nor sublet the premises in whole or part without the written consent of the
Lessor. Further, the Lessee shall not permit the use or occupation of said
premises by anyone other than Lessee without the written consent of the Lessor.

      6. REPAIR/MAINTENANCE: The Lessee accepts the premises in its present
physical condition. During the lease term, the Lessor shall maintain the leased
premises and appurtenances which he provides in good repair and tenantable
condition, including, but not limited to, the maintenance and repair of the
elevators, plumbing, heating, electrical, air conditioning and ventilating
equipment and fixtures to the end that all such facilities are kept in good
operative condition except in case of damage arising solely from a willful or
negligent act of the Lessee's agent, invitee, or employee.

      The Lessee shall take good care of the premises hereby leased and the
appurtenances thereof and neither commit nor permit any waste. At the end or
other expiration of the term of this Lease, the Lessee shall deliver up said
premises in as good order or condition as they were at the beginning of this
Lease, ordinary wear and tear thereof and damage by earthquake, the elements,
act of God, or fire over which the Lessee has no control excepted.

      7.ALTERATIONS: The Lessee shall not make any alterations, additions or
improvements in the premises without first obtaining written consent from the
Lessor. All alterations, additions or improvements made by the Lessee shall
inure to the benefit and be the property of the Lessor upon the termination and
end of this lease unless hereinafter specified to the contrary or otherwise
agreed to in writing and signed by both parties.

      8.UTILITIES: The costs associated with utilities and janitorial services
will be included as part of the rent as set forth in paragraph 3.

      9.INSPECTION: The Lessor shall have the right, upon notice to the Lessee,
to enter the leased premises at reasonable times in order to inspect, render
services or make necessary repairs to the premises.

      10. FIRE AND CASUALTY: If the premises be destroyed by fire or other
casualty, this Lease shall immediately terminate. In the case of partial
destruction or damage so as to render the premises untenantable4, either party
may terminate the Lease by giving written notice to the other within fourteen
(14) days thereafter.

      11. LIABILITY: Lessor shall not be liable for any property or valuables
destroyed, damaged, lost, stolen, taken or missing from the Premises, the Lessee
agreeing to sufficiently protect, secure, insure, and safeguard any and all
property maintained or stored upon the Premises. Any property placed on or
within the Premises is maintained strictly at Lessee's own risk. The Lessor
agrees to provide tire and casualty insurance or self insurance in amounts
sufficient to protect its own interest in the Building only.

      Lessee, its successors and assigns, shall indemnify and hold harmless
Lessor and the State of Tennessee from any and all claims, costs, damages, and
judgments of whatsoever nature, including without limitation costs and expenses
incurred by Lessor or the State in the defense of any action, arising out of the
activities of Lessee on the premises pursuant to this Lease and to assume all
responsibility and liability therefor.



Tristar Enterprises, Inc.
Page 3 of 5

      The Lessee, its successors and approved assigns, agrees to maintain
adequate public liability insurance and will provide satisfactory evidence of
such insurance to the State. Further, the liability limits of this insurance
must not be less than the exposure and limits of the State's liability under the
Claims Commission Statute, T.C.A. Section 9-8-307, as it may be from time to
time amended and/or construed by the claims commission and courts. This statute
currently limits liability of the State to $300,000 per claimant, $1,000,000 per
occurrence. The insurance policy shall include a provision for the insurance
company to notify the State in writing of any cancellation or changes of the
policy at least 30 days in advance of the cancellation or change.

      12. TERMINATION/EXTENSION: Notwithstanding any other provision to the
contrary in the event that the Lessee becomes insolvent or bankruptcy
proceedings are filed against or by the Lessee, his heirs or assigns in any
court whatsoever, it shall give the rights to Lessor or its assigns, at their
option, to immediately declare this contract null and void and at once resume
possession of the property. No receiver, trustee or other judicial officer shall
have any right, title or interest in or to the above described property by
virtue of this contract.

      Further, if the Lessee shall fail or neglect to make any payment of rent
when due, vacate the premises without notice to the Lessor or shall violate any
of the provisions of this Lease, the Lessor, without any other demand or notice,
may at Lessor's option, immediately terminate this Lease and if necessary
require the Lessee to vacate the leased premises.

      In lieu of any termination right mentioned herein or in conjunction
therewith, Lessor may pursue any other lawful right or remedy incident to the
relationship created by this Lease. Should the Lessor at any time seek to
rightfully recover possession of the premises and be obstructed or resisted
therein, and any litigation thereon ensue, the Lessee shall be bound to pay the
Lessor reasonable attorney's fees and all court costs.

      It is agreed that either party shall have the right and privilege to
terminate the agreement by giving a written notice to the other party at least
90 days prior to the specified termination date.

      This lease may be extended by both parties agreeing to the terms and
conditions of such extension in writing and signed by all parties subject to the
approval of the State Building Commission.

      13. NOTICES: All notices herein provided to be given, or which may be
given, by either delivered in person or by certified mail as follows:

      TO THE LESSOR:                         TO THE LESSEE:

      OFFICE OF REAL ESTATE MANAGEMENT       TRISTAR ENTERPRISES, INC.
      THE UNIVERSITY OF TENNESSEE            3 N. DUNLAP STREET
      432 COMMUNICATIONS BUILDING            MEMPHIS, TN 38163
      KNOXVILLE, TN 37996-0342

      14. SPECIAL PROVISIONS: Prior to the execution of this lease the following
special provisions, if any, were agreed upon:

      a. This agreement constitutes the entire agreement concerning the lease of
this property. Any previous written in oral agreements between the Lessee and
the previous owners of the property are entirely superseded.

      b. Additional space in the amount of approximately 1,014 rentable square
feet on the first floor and 976 rentable square feet on the third floor will be
required at a later date. This lease will be amended at that time to include
this additional space at the then-current rental rate.

      c. This Lease may not be amended, modified or in any way changed except by
written agreement signed by both parties.



Tristar Enterprises, Inc.
Page 4 of 5

      d. This Lease is not binding upon the Lessor until the fully executed
document is delivered to the Lessee.

      15. CERTIFICATION: The Lessee hereby certifies that Lessee is neither now
nor within the past six (6) months has been an official or employee of The
University of Tennessee or any other agency or institution of the State of
Tennessee and that no official or employee of The University of Tennessee or no
official or employee of the University or one of those agencies has any personal
interest in the leased premises.

      IN WITNESS WHEREOF, this lease has been executed by the parties hereto on
the day and year first above written.

LESSOR                                      LESSEE

THE UNIVERSITY OF TENNESSEE                 TRISTAR ENTERPRISES, INC.

BY: /s/ Emerson H. Fly                      BY: /s/ Robert E. Scott
    -------------------------------             --------------------------------
    VICE PRESIDENT                          ITS: PRESIDENT & CEO

STATE OF TENNESSEE

BY: /s/ Warren Neel
    -------------------------------
     C. Warren Neel, PhD, Commissioner
     Finance and Administration

APPROVED:

BY: /s/ Paul G. Summers
    -------------------------------
    Paul G. Summers
    Attorney General

BY: /s/ Don Sundquist
    -------------------------------
    Don Sundquist
    Governor



Tristar Enterprises, Inc.
Page 5 of 5

                          AUTHENTICATION FORM FOR LEASE

                                     BETWEEN

                             THE STATE OF TENNESSEE

                                       AND

                            TRISTAR ENTERPRISES, INC.

STATE OF TENNESSEE
COUNTY OF KNOX

Personally appeared before me, the undersigned Notary Public for Knox County,
Emerson H. Fly, Vice-President of the University of Tennessee, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence,
and who, upon oath, acknowledged that he/she is the Vice-President of the
University of Tennessee and that he/she as Vice-President, being authorized so
to do, executed the foregoing instrument for the purpose therein contained by
signing the name of the State by himself as Vice-President.

        Witness my hand and seal at office, this 25th day of July 2001.

                                                    SOPHIE DIANE MARTIN HOPKINS.
                                                                 Notary Public

                       [SEAL]                           My Commission Expires:
                                                                6-26-02

STATE OF TENNESSEE
COUNTY OF DAVIDSON

Personally appeared before me, the undersigned, Notary Public for Davidson
County, C Warren Neel, PhD, with whom I am personally acquainted and who, upon
oath, acknowledged that he is the Commissioner of Finance and Administration and
that he as Commissioner, being authorized so to do, executed the foregoing
instrument for the purpose therein contained by signing the name of the State of
Tennessee, by himself as Commissioner.

               Witness my hand and seal at office, this 27th day of August 2001.

                                                              MARGARET TOLLESAN
                                                                   Notary Public

                                                          My Commission Expires:
                                                                   Nov. 29, 2003



ADDENDUM NUMBER ONF TO A LEASE
BETWEEN THE STATE OF TENNESSEE
AND TRISTAR ENTERPRISES, INC.,
FOR 6,868 RENTABLE SQUARE FEET
AT 3 N. DUNLAP STREET, MEMPHIS, TN

          [VAN VLEET MEMORIAL CANCER CENTER - 2113 SECOND FLOOR PLAN]



ADDENDUM NUMBER TWO TO A LEASE
BETWEEN THE STATE OF TENNESSEE
AND TRISTAR ENTERPRISES, INC.,
FOR 6,868 RENTABLE SQUARE FEET
AT 3 N. DUNLAP STREET, MEMPHIS, TN

           [VAN VLEET MEMORIAL CANCER CENTER - 2113 THIRD FLOOR PLAN]

                                                                   EXHIBIT 10.28

                                EMPLOYMENT AGREEMENT

      This Employment Agreement (this "Agreement") is made and entered into as
of January 1, 2005 (the "Effective Date") by and between GTX, INC., located at 3
North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the "Employer"), and JAMES T.
DALTON (the "Employee"), residing at 4180 Greensview Road, Upper Arlington, Ohio
43220.

      WHEREAS, Employer and Employee have executed a Consulting Agreement dated
September 20, 2000 and December 11, 2000, as amended by agreement dated as of
December 11, 2001 (the "Consulting Agreement"); and

      WHEREAS, Employee was previously a full time employee of The Ohio State
University ("OSU"); and

      WHEREAS, the Employer desires to retain the services of Employee as Vice
President, Preclinical Research & Development; and

      WHEREAS, Employee has represented to Employer that OSU has approved his
leave of absence to work for Employer, in accordance with the terms of this
Agreement;

      WHEREAS, upon the execution of this Agreement, the Consulting Agreement
will terminate as of the Effective Date; and

      WHEREAS, the Employer and the Employee desire to enter into this Agreement
to set forth terms and conditions of the employment relationship between the
Employer and the Employee; and

      WHEREAS, during the course of Employee's employment with the Employer, the
Employer will train and continue to train Employee and to impart to Employee
proprietary, confidential, and/or trade secret information, data and/or
materials of the Employer; and

      WHEREAS, the Employer has a vital interest in maintaining its confidential
information and trade secrets, as well as rights to inventions, since doing so
allows the Employer to compete fairly and enhances the value of the Employer to
shareholders and job security for employees; and

      WHEREAS, the Employer desires to procure the services of Employee, and
Employee is willing to be employed and continue to be employed with the Employer
upon the terms and subject to the conditions set forth in this Agreement;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the employment and continued employment of Employee
in accordance with the terms and conditions of this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree and covenant as
follows:

                                       1


      1.    DEFINITIONS

      For the purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1.

      "AGREEMENT" has the meaning set forth in first paragraph of this
Agreement.

      "BASIC COMPENSATION" means Salary and Benefits.

      "BENEFITS" means as defined in Section 3.1(b).

      "BOARD OF DIRECTORS" means the Board of Directors of the Employer.

      "CEO" has the meaning set forth in Section 2.2.

      "CHANGE OF CONTROL" means any of the following events: (a) the sale or
other disposition of all or substantially all of the assets of Employer in a
single transaction or in a series of transactions (including, without
limitation, any liquidation or dissolution of Employer); (b) any Person or group
becomes the beneficial owner, directly, or indirectly, of securities of the
Employer representing more than fifty percent (50%) of the combined voting power
of the Employer's then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. For such purposes, "voting stock" shall
mean the capital stock of Employer of any class or classes, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of members of the Board of Directors (or Persons performing similar
functions) of Employer; or (c) a merger or consolidation of Employer with or
into any other entity, if immediately after giving effect to such transaction
more than fifty percent (50%) of the issued and outstanding voting stock of the
surviving entity of such transaction is held by persons who were not holders
(taking into account their individual and affiliated holdings) as of the
Effective Date of at least twenty percent (20%) of the voting stock of Employer.
A Change of Control shall not include: (1) any transfer or issuance of stock of
Employer to one or more of Employer's lenders (or to any agents or
representatives thereof) in exchange for debt of Employer owed to any such
lenders; (2) any transfer of stock of Employer to or by any person or entity,
including but not limited to one or more of the Employer's lenders (or to any
agents or representatives thereof), pursuant to the terms of any pledge of said
stock as collateral for any loans or financial accommodations to Employer and/or
its subsidiaries; (3) any transfer or issuance to any person or entity,
including but not limited to one or more of Employer's lenders (or to any agents
or representatives thereof), in connection with the workout or restructuring of
Employer's debts to any one of Employer's lenders, including but not limited to
the issuance of new stock in exchange for any equity contribution to Employer in
connection with the workout or restructuring of such debt; (4) any transfer of
stock by a stockholder of Employer which is a partnership or corporation to the
partners or stockholders in such stockholder or any transfer of stock by a
stockholder of Employer to an entity affiliated with such stockholder or the
immediate family of such stockholder or a trust or similar entity for the
benefit of such family members; or (5) any transfer or issuance of stock in
connection with an offering of the Employer's stock in a registered public
transaction not including a transaction described in Rule 145, promulgated under
the Securities Act of 1933, as amended, provided that the Employer's officers
and Board of Directors shall not materially change as a result thereof.

                                       2


      "CHANGE OF CONTROL TERMINATION" means (i) a Termination Without Cause of
the Employee's employment by the Employer within six (6) months after a Change
of Control or (ii) the Employee's resignation for Good Reason within six (6)
months after a Change of Control.

      "COMPETING BUSINESS" means any individual or entity, other than the
Employer, that is engaging in, or proposes to engage in, the development,
manufacture, distribution or sale of a Competing Product in any country in North
America, Europe and Eastern Europe, and in the countries of Russia, Australia,
Japan, China, Taiwan, South Korea and India (the "Territory"); provided; however
that (i) an entity that develops, manufactures, distributes or sells a Competing
Product in a separate business unit than the business unit in which Employee is
then employed shall not be deemed a Competing Business unless Employee provides
Confidential Information and/or Proprietary Information to the business unit
that is engaging in or proposes to engage in the development, manufacture,
distribution or sale of a Competing Product; and (ii) nothing in this Agreement
shall prevent Employee from conducting research at OSU for non-commercial
purposes utilizing institutional or governmental grant funds in areas relating
to any Competing Product as long as such non-commercial research is conducted in
accordance with that certain Inter-Institutional Agreement executed between OSU
and the University of Tennessee Research Foundation ("UTRF") on December 22,
2004 (the "IIA").

      "COMPETING PRODUCT" means any pharmaceutical or other compound,
composition, formulation, method, process, product or material that is
competitive with any product of Employer under development, manufacture,
distribution or commercialization at any time from and after the Effective Date
through the date of termination of Employee's employment including, without
limitation, small molecules that target the androgen receptors or estrogen
receptors and other hormone receptors for purposes of treating, diagnosing, or
imaging humans in health and disease. The parties agree that the five areas of
research that are described in Section 2.3 hereof as areas where Employee shall
be overseeing the ongoing work by graduate students at OSU during the term of
this Agreement shall not be deemed to be Competing Product.

      "CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION" means any and
all:

      (a) information disclosed to Employee or known by Employee as a
consequence of, or through, Employee's employment with the Employer or pursuant
to the Employee's prior relationship with Employer either through his employment
with OSU or under the Consulting Agreement (including information conceived,
originated, discovered, or developed in whole or in part by Employee), not
generally known in the relevant trade or industry, about the Employer's
business, products, processes, and services; and trade secrets concerning the
business and affairs of the Employer, product specifications, data, know-how,
formulae, compositions, research, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, current and planned manufacturing or distribution
methods and processes, customer lists, current and anticipated customer
requirements, price lists, market studies, business plans, computer software and
programs (including object code and source code), computer software and database
technologies, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information);

                                       3


and any other information, however documented, that is a trade secret within the
meaning of Tenn. Code Section 39-14-138; and

      (b) information concerning the business and affairs of the Employer (which
includes historical financial statements, financial projections and budgets,
historical and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, personnel training and techniques and
materials), however documented; and

      (c) intellectual property, inventions, methods, processes, techniques,
computer programs, devices, products, services, compounds, gene therapy
products, pharmaceuticals, substances, vectors, enzymes, genes, concepts,
discoveries, improvements, and designs, whether or not patenable in the United
States or foreign countries, any trade secrets, information, procedures,
technologies, data, results, conclusions, know-how or show-how and business
information; and

      (d) notes, analysis, compilations, studies, summaries, and other material
prepared by or for the Employer containing or based, in whole or in part, on any
information included in the foregoing.

      "EFFECTIVE DATE" means the date stated in the first paragraph of the
Agreement.

      "EMPLOYEE" has the meaning stated in the first paragraph of this
Agreement.

      "EMPLOYEE INVENTION" means any idea, invention, technique, modification,
process, improvement (whether patentable or not), industrial design (whether
registerable or not), work of authorship (whether or not copyright protection
may be obtained for it), design, copyrightable work, discovery, trademark,
copyright, trade secret, formula, device, method, compound, gene, prodrug,
pharmaceutical, structure, product concept, marketing plan, strategy, customer
list, technique, blueprint, sketch, record, note, drawing, know-how, data,
patent application, continuation application, continuation-in-part application,
file wrapper continuation application or divisional application, created,
conceived, or developed by the Employee, either solely or in conjunction with
others, during the Employee's employment, or a period that includes a portion of
the Employee's employment, that relates in any way to, or is useful in any
manner in, the business then being conducted or proposed to be conducted by the
Employer, and any such item created by the Employee, either solely or in
conjunction with others, following termination of the Employee's employment with
the Employer, that is based upon or uses Confidential Information and/or
Proprietary Information.

      "EMPLOYER" means GTx, Inc., its successors and assigns, and any of its
current or future subsidiaries, or organizations controlled by, controlling, or
under common control with it.

      "GOOD REASON" means any of the following:

            (a) an adverse change in the Employee's status, position or
responsibilities (including reporting responsibilities) which, without
Employee's consent, represents a material reduction in or material demotion of
the Employee's status, position or responsibilities or the assignment to the
Employee of any duties or responsibilities which are materially inconsistent
with such status, position or responsibilities;

                                       4


            (b) a reduction in the then current Salary or modifying, suspending,
discontinuing, or terminating any Benefit in a manner which materially and
adversely affects Employee;

            (c) following a Change of Control, the relocation of the Employer's
principal Employee offices to a location outside a thirty-mile radius of where
the Employee is then permanently residing (the "Employee's Residence") or the
Employer's requiring the Employee to be based at any place other than a location
within a thirty-mile radius of Employee's Residence, except for reasonably
required travel on the Employer's business; or

            (d) following a Change of Control, the failure of the Employer to
obtain an agreement reasonably satisfactory to Employee from any successor or
assign of the Employer to assume and agree to perform this Agreement.

      "PERSON" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

      "PROPRIETARY ITEMS" means any Proprietary and/or Confidential Information
embodied in any document, record, recording, electronic media, formulae,
notebook, plan, model, component, device, or computer software or code, whether
embodied in a disk or in any other form.

      "SALARY" means as defined in Section 3.1(a).

      "TERMINATION WITH CAUSE" means the termination of the Employee's
employment by act of the Board for any of the following reasons:

            (a) the Employee's conviction for a felony;

            (b) the Employee's theft, embezzlement, misappropriation of or
intentional infliction of material damage to the Employer's property or business
opportunities;

            (c) the Employee's breach of the provisions contained in Section 7
or Section 8 of this Agreement; or

            (d) the Employee's ongoing willful neglect of or failure to perform
his duties hereunder or his ongoing willful failure or refusal to follow any
reasonable, unambiguous duly adopted written direction of the CEO that is not
inconsistent with the description of the Employee's duties set forth in Section
2.3, if such willful neglect or failure is materially damaging or materially
detrimental to the business and operations of the Employer; provided that
Employee shall have received written notice of such failure and shall have
continued to engage in such failure after 30 days following receipt of such
notice from the CEO, which notice specifically identifies the manner in which
the CEO believes that Employee has engaged in such failure. For purposes of this
subsection, no act, or failure to act, shall be deemed "willful" unless

                                       5


done, or omitted to be done, by Employee not in good faith, and without
reasonable belief that such action or omission was in the best interest of the
Employer.

      "TERMINATION WITHOUT CAUSE" means the termination of the Employee's
employment by the Employer for any reason other than Termination With Cause, or
termination by the Employer due to Employee's death or disability.

      2.    EMPLOYMENT TERMS AND DUTIES

            2.1   Employment

            The Employer hereby employs the Employee, and the Employee hereby
accepts employment by the Employer, upon the terms and conditions set forth in
this Agreement.

            2.2   Term

            The term shall be for one (1) year from the Effective Date with the
option given to the Employee to extend for an additional one (1) year term in
the event OSU shall agree to an additional one (1) year leave of absence for
Employee to work for GTx. Notwithstanding the foregoing sentence, either the
Employee or the Employer may terminate this Agreement at any time and the
Employee's employment and compensation with or without cause or notice, at any
time at either the Employer's or the Employee's option. No company officer or
manager has the authority to enter into any other agreement for employment for a
specified period of time, or to modify or to make any agreement contrary to the
foregoing, except by written amendment to this Agreement, dated and signed by
the Chief Executive Officer ("CEO") or the President of the Employer.

            2.3   Duties

            The Employee will have such duties as are assigned or delegated to
the Employee by the Board of Directors, CEO or the President, and will initially
serve as Vice President, Preclinical Research & Development for the Employer.
During the term of this Agreement, the Employee will devote 100% of his full
time, attention, skill and energy to the business of the Employer, which will
include Employee spending at least 50% of his annual work time at the offices of
Employer in Memphis, Tennessee. Additionally, Employee agrees that he will use
his best efforts to promote the success of the Employer's business, and will
cooperate fully with the Board of Directors, CEO and the President in the
advancement of the best interest of the Employer. Employee agrees that he shall
begin immediately after the Effective Date to plan for, set up and staff an
appropriate preclinical research and development laboratory at the Employer's
offices in accordance with a plan of action approved by the CEO. Additionally,
Employee commits that, without first obtaining the prior written approval of
Employer, he will refrain from publishing, and he will not allow those working
for him to publish, any abstracts, articles or other publications arising from
research conducted for or on behalf of Employer that pertain to Employer's
products or business, including specifically compounds that are being tested
from time to time by Employer. Any developmental work or other services that are
being undertaken by Employee for GTx. Employee agrees to make these notebooks
available to GTx at any time upon request and to provide copies of the notebooks
to the CEO or his designee quarterly.

                                       6


Additionally, Employee agrees to provide Employer at least monthly (and at such
other times as Employer may reasonably request) written reports containing the
data and results of his efforts and the efforts of all others working under
Employee on behalf of Employer in the drug discovery area.

            Employee agrees that his only other non-Employer duties will be
limited to his overseeing approximately 10 graduate students currently enrolled
at OSU who are working in the following areas of research and development:

      1.Cytotoxic phospholipids, bis-indoles, thiazolidines, and calpain
      inhibitors for prostate cancer;

      2. Riboflavin carrier protein and riboflavin in breast cancer;

      3. Imidazoline and amidine-based peptidomimetics for leukemia;

      4. Dianitroanilines for cancer or tuberculosis;

      5. Thalidomide analogs and steroid sulfatase inhibitors for breast and
      prostate cancer; and

      6. Flavopiridol, PS-341, 17-AAG, SAHA, or botanicals for cancer.

and will not be expanded to include any compounds, molecular targets, or other
intellectual property developed within GTx for the period of time set forth in
Section 8.1 hereof, without first obtaining the prior written approval of
Employer. As an employee of the Employer, the responsibilities and duties of the
Employee shall include managing and overseeing and being personally responsible
for all preclinical research and development projects, including specifically
those for selective androgen receptor modulator compounds, selective estrogen
receptor modulator compounds, nuclear hormone receptor ligands, anti-cancer
drugs and other similar compounds of the Employer. Employee agrees to abide by
all bylaws, policies, practices, procedures or rules of Employer.

      3.    COMPENSATION

            3.1   Basic Compensation

                  (a) Salary. The Employee will be paid on each of the
      twenty-six pay periods established by GTx for 2005 a gross salary of
      $8,846.15 (the "Salary"), which is the equivalent of $230,000 per year. If
      Employee elects to extend his employment for an additional year during
      2006 by extending his leave of absence from OSU for an additional year,
      his gross salary for each pay period during 2006 will be $9,230.77, which
      is the equivalent of $240,000 per year. Additionally, Employee's Salary
      may be adjusted from time to time by agreement of the Employee and the
      CEO.

                  (b) Benefits. The Employee will, during his employment with
      the Employer, be permitted to participate in such life insurance,
      hospitalization, major

                                       7


      medical, short term disability, long term disability, 401K plan and other
      employee benefit plans of the Employer that may be in effect from time to
      time (collectively, the "Benefits"). The Employer may withhold from any
      Salary or Benefits payable to Employee all federal, state, local, and
      other taxes and other amounts as permitted or required pursuant to law,
      rules or regulations.

                  (c) In accordance with the offer letter Employee has received
      from Employer prior to the date of execution hereof containing, among
      other things, an offer to grant to Employee a specified number of options
      upon acceptance of Employer's employment offer and his execution of this
      Agreement (the "Option Letter"), Employee will receive options to purchase
      common stock of the Employer pursuant to the terms of the Option Letter
      and related Stock Option Subscription Agreement executed in connection
      therewith, as additional consideration from Employer for Employee entering
      into this Agreement.

      4.    FACILITIES AND EXPENSES

            4.1   General

            The Employer will furnish the Employee office space, equipment,
supplies, and such other facilities and personnel as the Employer deems
necessary or appropriate for the performance of the Employee's duties under this
Agreement, including sufficient capital equipment as determined by the CEO to
support the needs of a preclinical research & development department. The
Employer will pay on behalf of the Employee (or reimburse the Employee for)
reasonable expenses incurred by the Employee at the request of, or on behalf of,
the Employer in the performance of the Employee's duties pursuant to this
Agreement, and in accordance with the Employer's employment policies, including
reasonable expenses for travel between Employee's residence in Upper Arlington,
Ohio and Employer's headquarters in Memphis, Tennessee and all reasonable
expenses incurred by the Employee in attending conventions, seminars, and other
business meetings and appropriate business entertainment activities, and for
promotional expenses. Additionally, to offset some of Employee's living expenses
in Memphis while he spends at least 50% of his time at Employer's headquarters,
Employer will pay Employee up to $20,000 per annum for 2005 for living expenses
(and an additional $20,000 for 2006 if Employee continues to be employed by
Employer during 2006), payable in equal monthly or quarterly payment amounts as
Employer and Employee shall determine. The Employee must file expense reports
with respect to such expenses in accordance with the Employer's policies.

      5.    VACATIONS AND HOLIDAYS

      Employee will be entitled to three (3) weeks paid vacation each year in
accordance with the vacation policies of the Employer in effect from time to
time. Vacation must be taken by the Employee at such time or times as approved
by the CEO or President. Employee will also be entitled to the paid holidays set
forth in the Employer's policies from and after the Effective Date. Vacation
days and holidays during any year that are not used by the Employee during such
year may not be used in any subsequent year.

                                       8


      6.    TERMINATION

            6.1   Events of Termination

            Either the Employee or Employer may terminate this Employment
Agreement (with the exception of the provisions of Section 7 and 8 which shall
survive termination of this Agreement) and Basic Compensation with or without
cause or notice, at any time at either the Employee's or the Employer's option.

            6.2 The employment of Employee shall terminate on the date of the
Employee's death, in which event Employee's Basic Compensation owing to Employee
through the date of Employee's death shall be paid to his estate. Employee's
estate will not be entitled to any other compensation or payments for living
expenses under this Agreement.

            6.3 The Employer shall be released from any and all further
obligations under this Agreement, except the Employer shall be obligated to pay
Employee his Basic Compensation owing to Employee through the day on which
Employee's employment is terminated and as provided in Section 6.4, as
applicable. Employee's obligation under Sections 7 and 8 shall continue pursuant
to the terms and conditions of this Agreement.

            6.4 As additional consideration for the covenants in Section 7 and
Section 8, in the event of a Change of Control Termination, Employee shall
receive the equivalent of the Salary he would be entitled to receive over
twenty-six pay periods during a period of one (1) calendar year at the time of
his termination of Employment, with such amount payable for a period of one (1)
year from the date of termination in accordance with Employer's then current
payroll policies and procedures, less deductions required by law; provided that
if Employee shall terminate his employment on account of a reduction in his
Salary or Benefits, as provided in paragraph (b) of the definition of "Good
Reason", then Employee shall be entitled to receive hereunder the equivalent
Salary he was making immediately prior to such reduction.

            6.5 Severance Payments on Involuntary Termination.

            Except in connection with a Change of Control (in which case Section
6.4 shall control), in the event Employee suffers a Termination Without Cause or
terminates his employment for Good Reason, upon the execution of a release
agreement by Employee reasonably acceptable to Employer agreeing to release
Employer from any liability on account of Employee's employment, Employer will
continue to pay to or for the benefit of Employee as severance for a period of
twelve (12) months from the date of termination (the "Severance Payment Period")
the equivalent of his then current Salary payable over twenty-six pay periods
for one (1) year in accordance with Employer's then current payroll policies and
procedures, less deductions required by law. At the end of the Severance Payment
Period, Employer shall be released of any other obligation hereunder to make any
payment to Employee on account of his termination.

      7.    NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

                                       9


            7.1   Acknowledgements by the Employee

            The Employee acknowledges and agrees that (a) during the course of
his employment and as a part of his employment, the Employee will be afforded
access to Confidential Information and/or Proprietary Information; (b) public
disclosure of such Confidential Information and/or Proprietary Information could
have an adverse effect on the Employer and its business; (c) because the
Employee possesses substantial technical expertise and skill with respect to the
Employer's business, the Employer desires to obtain exclusive ownership of each
Employee Invention, and the Employer will be at a substantial competitive
disadvantage if it fails to acquire exclusive ownership of each Employee
Invention; and (d) the provisions of this Section 7 are reasonable and necessary
to prevent the improper use or disclosure of Confidential Information and/or
Proprietary Information and to provide the Employer with exclusive ownership of
all Employee Inventions.

            7.2   Agreements of the Employee

            In consideration of the compensation and benefits to be paid or
provided to the Employee by the Employer under this Agreement and in
consideration of Employee's receipt of grants of options to purchase Employer
stock, pursuant to the Option Letter and otherwise, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee covenants and agrees as follows:

                  (a)   Confidentiality.

                        (i) That all of such Confidential Information and/or
            Proprietary Information are a unique asset of the business of
            Employer, the disclosure of which would be damaging to Employer.

                        (ii) That the Employee will not at any time, whether
            during or after termination or cessation of the Employee's
            employment, except as authorized by Employer and for its benefit,
            use, divulge or disclose (or enable anyone else to use, divulge or
            disclose) to any person, association or entity any Confidential
            Information and/or Proprietary Information which the Employee
            presently possesses or which the Employee may obtain during the
            course of the Employee's employment with respect to the business,
            finances, customers or affairs of Employer or trade secrets,
            developments, methods or other information and data pertaining to
            the Employer's business. The Employee shall keep strictly
            confidential all matters and information entrusted to the Employee
            and shall not use or attempt to use any such Confidential
            Information and/or Proprietary Information in any manner which may
            injure or cause loss or may be calculated to injure or cause loss,
            whether directly or indirectly, to Employer.

                        (iii) That during the course of this Agreement or at any
            time after termination, Employee will keep in strictest confidence
            and will not disclose or make accessible to any other person without
            the prior written consent of Employer, the Confidential Information
            and/or Proprietary Information; Employee agrees: (a) not to use any
            such Confidential Information and/or

                                       10


            Proprietary Information for himself or others; and (b) not to take
            any such material or reproductions thereof from the Employer's
            facilities at any time during his employment except, in each case,
            as required in connection with the Employee's duties to the
            Employer.

                        (iv) Employee agrees to hold in confidence, and not to
            distribute or disseminate to any person or entity for any reason,
            any Confidential Information and/or Proprietary Information of
            Employer under this Agreement, or information relating to
            experiments or results obtained based on the duties of Employee,
            except for information which: (a) is in or which becomes a part of
            the public domain not as a result of a breach of this Agreement, (b)
            information lawfully received from a third party who had the right
            to disclose such information or (c) is required by legal process
            before a court of proper jurisdiction (by oral questions,
            deposition, interrogatories, requests for information or documents,
            subpoena, civil investigative domain or other similar process) to
            disclose all or any part of any Confidential Information and/or
            Proprietary Information, provided that Employee will provide
            Employer with prompt notice of such request or requirement, as well
            as notice of the terms and circumstances surrounding such request or
            requirements, so that Employer may seek an appropriate protective
            order or waive compliance with the provisions of this Agreement. In
            such case, the parties will consult with each other on the
            advisability of pursuing any such order or other legal action or
            available step to resist or narrow such request or requirement. If,
            failing the entry of a protective order or the receipt of a waiver
            hereunder, Employee is, in the opinion of counsel reasonably
            acceptable to Employer, legally compelled to disclose Confidential
            Information and/or Proprietary Information. Employee may disclose
            that portion of such information which counsel advises to obtain and
            will not oppose action by Employer to disclose, an appropriate
            protective order or other reliable assurance that confidential
            treatment will be accorded the disclosure of such information.

                        (v) Upon written notice by Employer, Employee shall
            promptly redeliver to Employer, or, if requested by Employer,
            promptly destroy all written Confidential Information and/or
            Proprietary Information and any other written material containing
            any information included in the Confidential Information and/or
            Proprietary Information (whether prepared by Employer, Employee, or
            a third party), and will not retain any copies, extracts or other
            reproductions in whole or in part of such written Confidential
            Information and/or Proprietary Information (and upon request certify
            such redelivery of destruction to Employer in a written instrument
            reasonably acceptable to Employer and its counsel).

                        (vi) This Agreement and the terms and conditions recited
            herein are confidential and non-public, except as may be expressly
            permitted by the Employer. The Employee agrees not to disclose the
            contents of this Agreement to any person or entity, including, but
            not limited to, the press, other media, any public body, or any
            competitor of Employer, except to the Employee's legal

                                       11


            counsel and the appropriate Dean of Employee's Department at The
            Ohio State University, or as may be required by law.

                        (vii) Any trade secrets of the Employer will be entitled
            to all of the protections and benefits of State of Tennessee law and
            any other applicable law. If any information that the Employer deems
            to be a trade secret is found by a court of competent jurisdiction
            not be to a trade secret for purposes of this Agreement, such
            information will, nevertheless, be considered Confidential
            Information and/or Proprietary Information for purposes of this
            Agreement. The Employee hereby waives any requirement that the
            Employer submits proof of the economic value of any trade secret or
            post a bond or other security.

                        (viii) None of the foregoing obligations and
            restrictions applies to any part of the Confidential Information
            and/or Proprietary Information that the Employee demonstrates was or
            became generally available to the public other than as a result of a
            disclosure by the Employee.

                        (ix) The Employee will not remove from the Employer's
            premises (except to the extent such removal is for purposes of the
            performance of the Employee's duties at home or while traveling, or
            except as otherwise specifically authorized by the Employer) any
            Proprietary Items. The Employee recognizes that, as between the
            Employer and the Employee, all of the Proprietary Items, whether or
            not developed by the Employee, are the exclusive property of the
            Employer. Upon termination of this Agreement by either party, or
            upon the request of the Employer during the employment of Employee,
            the Employee will return to the Employer all of the Proprietary
            Items in the Employee's possession or subject to the Employee's
            control, and the Employee shall not retain any copies, abstracts,
            sketches, or other physical or electronic embodiment of any of the
            Proprietary Items.

                  (b) Employee Inventions.

                  (i) Each Employee Invention will belong exclusively to the
            Employer. Employee agrees that Employer shall have sole and
            exclusive ownership rights in any conception, invention, trade
            secrets, information, ideas, improvement, substance, know-how,
            whether or not patentable, arising out of, resulting from, or
            derivative of: (1) the work or services of Employee, or (2) within
            the scope of the duties of Employee, or (3) using any materials,
            compounds, devices, or monies of Employer. Any resulting or
            derivative rights, including patent rights, shall become the
            exclusive property of Employer and Employer shall be entitled to the
            entire right, title and interest with respect hereto. Employee
            agrees, without additional compensation, to convey, assign the
            entire right, title, and interest in and to any inventions for the
            United States and all foreign jurisdictions to Employer arising out
            of, resulting from, or derivative of: (1) the work or services of
            Employee, or (2) within the scope of the duties of Employee, or (3)
            using any materials, compounds, devices, or monies.

                                       12


                  (ii) Employer shall retain the entire right, title and
            interest in and to any and all Confidential Information and/or
            Proprietary Information provided by Employer to Employee and to any
            methods, compounds, improvements, substances, and compositions using
            or incorporating such Confidential Information and/or Proprietary
            Information.

                  (iii) Employee agrees that Confidential Information and/or
            Proprietary Information provided to the Employee by Employer shall
            be used for work purposes only and shall not be used for any other
            uses, studies, experiments, or tests.

                  (iv) Employee agrees that he will promptly disclose to
            Employer, or any persons designated by Employer, all Employee
            Inventions, made or conceived or reduced to practice or learned by
            him, either alone or jointly with others, during the employment of
            the Employee. The Employee further agrees to assist Employer in
            every proper way (but at Employer's expense) to obtain and from time
            to time enforce patents, copyrights or other rights on Employee
            Inventions in any and all countries, and to that end Employee will
            execute all documents necessary: (a) to apply for, obtain and vest
            in the name of Employer alone (unless Employer otherwise directs)
            letters patent, copyrights or other analogues protection in any
            country throughout the world and when so obtained or vested to renew
            and restore the same; and (b) to defend (including the giving of
            testimony and rendering any other assistance) any opposition
            proceedings in respect of such applications and any opposition
            proceedings or petitions or applications for revocation of such
            letters patent, copyright or other analogous protection. Employee's
            obligation to assist Employer in obtaining and enforcing patents and
            copyrights for Employee Inventions in any and all countries shall
            continue beyond and after the termination of Employee.

                  (v) Any copyrightable work whether published or unpublished
            created by Employee in connection with or during the performance of
            services below shall be considered a work made for hire, to the
            fullest extent permitted by law and all right, title and interest
            therein, including the worldwide copyrights, shall be the property
            of Employer as the employer and party specially commissioning such
            work. In the event that any such copyrightable work or portion
            thereof shall not be legally qualified as a work made for hire, or
            shall subsequently be so held, Employee agrees to properly convey to
            Employer, without additional compensation, the entire right, title
            and interest in and to such work or portion thereof, including but
            not limited to the worldwide copyrights, extensions of such
            copyrights, and renewal copyrights therein, and further including
            all rights to reproduce the copyrighted work in copies or
            phonorecords, to prepare derivative works based on the copyrighted
            work, to distribute copies of the copyrighted work, to perform the
            copyrighted work publicly, to display the copyrighted work publicly,
            and to register the claim of copyright therein and to execute any
            and all documents with respect hereto.

                                       13


                  (vi) Employee may not publish or disclose any Confidential
            Information and/or Proprietary Information relating to, arising
            from, derivative of, or as a result of his employment pursuant to
            this Agreement including but not limited to: information,
            improvements, results, experiments, data, or methods, that makes
            reference to any of the Confidential Information and/or Proprietary
            Information. Any work performed under, or arising from, or a result
            of his employment with Employer shall not be published or disclosed
            in written, electronic, or oral form without the express written
            permission of Employer.

            7.3   Disputes or Controversies

            The Employee recognizes that should a dispute or controversy arising
from or relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of
Confidential Information and/or Proprietary Information may be jeopardized. All
pleadings, documents, testimony, and records relating to any such adjudication
will be maintained in secrecy and will be available for inspection by the
Employer, the Employee, and their respective attorneys and experts, who will
agree, in advance and in writing, to receive and maintain all such information
in secrecy, except as may be limited by them in writing.

      8.    NON-COMPETITION

            8.1 Acknowledgments by the Employee

            Except for circumstance involving a Change of Control as described
in Section 8.4 below, Employee understands and recognizes that the Employee's
services provided to Employer are special, unique, unusual, extraordinary and
intellectual in character, and Employee agrees that, during the employment of
Employee and for a period of two (2) years from the date of termination of the
Employee's employment with Employer, he will not in any manner, directly or
indirectly, on behalf of himself or any Person, firm, partnership, joint
venture, corporation or other business entity, engage or invest in, own, manage,
operate, finance, control or participate in the ownership, management,
operation, financing, or control of, be employed by, associated with, or in any
manner connected with, lend the Employee's name or similar name to, lend
Employee's credit to or render services or advice to, enter into or engage in
any Competing Business; provided, however, that Employee may purchase or
otherwise acquire up to (but not more than) one percent of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934.

            8.2 Except for circumstances involving a Change of Control as
described in Section 8.4 below, in consideration of the acknowledgements by the
Employee, and in consideration of the compensation and benefits to be paid or
provided to the Employee by the Employer, the Employee covenants that he will
not, directly or indirectly, whether for the Employee's own account or the
account of any other person (i) at any time during the

                                       14


employment of Employee and for a period of two (2) years from the termination of
the Employee's employment with Employer, solicit, employ, or otherwise engage as
an employee, independent contractor, or otherwise, any person who is or was an
employee of the Employer at any time during the Employee's employment with
Employer or in any manner induce or attempt to induce any employee of the
Employer to terminate his employment with the Employer; or (ii) at any time
during the employment of Employee with Employer and for two (2) years from the
termination of Employee's employment with Employer, interfere with the
Employer's relationship with any person, including any person who at any time
during the Employee's employment with Employer was an employee, contractor,
supplier, or customer of the Employer.

            8.3 In further consideration of these premises, Employee agrees that
he will not at any time during or after Employee's employment with Employer,
disparage the Employer or any of its shareholders, directors, officers,
employees, or agents.

            8.4 Change of Control. In the event of a Change of Control
Termination, Employee's obligations under Sections 8.1 and 8.2 above shall
expire one (1) year from the date of termination of his employment with Employer
(or any entity acquiring Employer as a result of a Change of Control).

            8.5 If any covenant in Section 8 is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against
public policy, will be effective, binding, and enforceable against the Employee.

            The period of time applicable to any covenant in Section 8 will be
extended by the duration of any violation by the Employee of such covenant.

            The Employee will, while the covenants under Section 8 are in
effect, give notice to the Employer, within ten days after accepting any other
employment, of the identity of the Employee's employer. The Employer may notify
such employer that the Employee is bound by this Agreement and, at the
Employer's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.

      9.    GENERAL PROVISIONS

            9.1   Injunctive Relief and Additional Remedy

            The Employee acknowledges that the injury that would be suffered by
the Employer as a result of a breach of the provisions of this Agreement
(including any provision of Sections 7 and 8) would be irreparable and that an
award of monetary damages to the Employer for such a breach would be an
inadequate remedy. Consequently, the Employer will have the right, in addition
to any other rights it may have, to obtain injunctive relief to restrain any
breach or threatened breach or otherwise to specifically enforce any provision
of this Agreement, and the Employer will not be obligated to post bond or other
security in seeking such relief. Without limiting the Employer's rights under
this Section 9 or any other remedies of the Employer, if the Employee breaches
any of the provisions of Section 7 or 8, the Employer will have the right to
cease making any payments otherwise due to the Employee under this Agreement.

                                       15


            9.2   Covenants of Sections 7 and 8 are Essential and Independent
                  Covenants

            The covenants by the Employee in Sections 7 and 8 are essential
elements of this Agreement, and without the Employee's agreement to comply with
such covenants the Employer would not have entered into this Agreement or
employed or continued the employment of the Employee. The Employer and the
Employee have independently consulted their respective counsel and have been
advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by the
Employer.

            The Employee's covenants in Sections 7 and 8 are independent
covenants and the existence of any claim by the Employee against the Employer
under this Agreement or otherwise will not excuse the Employee's breach of any
covenant in Section 7 or 8.

            If the Employee's employment hereunder is terminated by either
party, this Agreement will continue in full force and effect as is necessary or
appropriate to enforce the covenants and agreements of the Employee in Sections
7 and 8.

            9.3   Representations and Warranties by the Employee

            The Employee represents and warrants to the Employer that the
execution and delivery by the Employee of this Agreement do not, and the
performance by the Employee of the Employee's obligations hereunder will not,
with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Employee; or (b) conflict with, result in
the breach of any provisions of or the termination of, or constitute a default
under, any agreement to which the Employee is a party or by which the Employee
is or may be bound.

            9.4   Waiver

            The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.

            9.5   Binding Effect; Delegation of Duties Prohibited

            This Agreement shall inure to the benefit of, and shall be binding
upon, the parties hereto and their respective successors, assigns, heirs, and
legal representatives, including any entity with which the Employer may merge or
consolidate or to which all or substantially all of

                                       16


its assets may be transferred. The duties and covenants of the Employee under
this Agreement, being personal, may not be delegated.

            9.6   Notices

            All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

      If to Employer:          GTx,Inc
                               3 N. Dunlap Ave, 3rd Floor
                               Memphis, Tennessee 38163
                               Attention: General Counsel
                               Facsimile No.: 901-523-9772

      If to the Employee:      James T. Dalton
                               4180 Greenview Road
                               Upper Arlington, Ohio 43220
                               Facsimile No.:_____________________


      Employee shall notify Employer in writing of any change of his address.
Otherwise, Employer shall send all notices to Employee's address herein.

            9.7   Entire Agreement; Amendments

            This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, between the parties hereto with respect to
the subject matter hereof. This Agreement may not be amended orally, but only by
an agreement in writing signed by the parties hereto.

            9.8   Governing Law

            This Agreement will be governed by the laws of the State of
Tennessee without regard to conflicts of laws principles.

            9.9   Jurisdiction

                                       17


            Any action or proceeding seeking to enforce any provision of, or
based on any right arising out of, this Agreement shall be brought against
either of the parties in the courts of the State of Tennessee, County of Shelby,
or, if it has or can acquire jurisdiction, in the United States District Court
for the Western District of Tennessee, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on either party anywhere in the world.

            9.10  Section Headings, Construction

            The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

            9.11  Severability

            If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Agreement
will remain in full force and effect. Any provision of this Agreement held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.

            9.12  Counterparts

            This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

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

                                             JAMES T. DALTON

                                             /s/ James T. Dalton
                                             -----------------------------------

                                             GTX, INC.

                                             By: /s/ Henry P. Doggrell
                                                 -------------------------------
                                             Name: Henry P. Doggrell
                                             Title: General Counsel

                                       18

EXHIBIT 31.1

                      Chief Executive Officer Certification

I, Mitchell S. Steiner, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of GTx, Inc.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

            (b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

            (c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

      5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

            (a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

            (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Dated: July 27, 2005                        /s/ Mitchell S. Steiner
                                            ------------------------------------
                                              Mitchell S. Steiner, M.D., F.A.C.S
                                              Chief Executive Officer and
                                              Vice-Chairman of the Board of
                                              Directors

EXHIBIT 31.2

                      Chief Financial Officer Certification

I, Mark E. Mosteller, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of GTx, Inc.;

      2.    Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4.    The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            (a)   Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

            (b)   Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

            (c)   Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

      5.    The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

            (a)   All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

            (b)   Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
control over financial reporting.

Dated: July 27, 2005                        /s/ Mark E. Mosteller
                                            -----------------------------------
                                                    Mark E. Mosteller, CPA
                                                    Vice President and
                                                    Chief Financial Officer

EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                            18 U. S. C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of GTx, Inc. (the "Company") on Form
10-Q for the period ended June 30, 2005, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Mitchell S. Steiner,
Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002, that:

      1.    The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      2.    The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

/s/ Mitchell S. Steiner
- ---------------------------------------
Mitchell S. Steiner, M.D., F.A.C.S.
Chief Executive Officer and
Vice-Chairman of the Board
of Directors

July 27, 2005

EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                            18 U. S. C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of GTx, Inc. (the "Company") on Form
10-Q for the period ended June 30, 2005, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Mark E. Mosteller,
Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section.
1350, as adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002,
that:

      1.    The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      2.    The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

/s/ Mark E. Mosteller
- -------------------------------
Mark E. Mosteller, CPA
Vice President and Chief
Financial Officer

July 27, 2005