May
      6,
      2008

    


    GTX
      Corp

    117
      West
      9th
      Street


    Los
      Angeles, CA 90015

    


    Re:
      Investment Banking & Advisory Agreement 

    


    Meyers
      Associates LP, a New York limited partnership engaged in business as a FINRA
      registered securities brokerage firm (“MA”) has been engaged non exclusively by
      GTX, Corp (the Issuer”) to assist the Issuer in obtaining a $200,000 investment
      from Chestnut Ridge Partners LP and $25,000 from another accredited investor
      (the “Investors”) for it its $2,000,000 Units offering. The signature by you
      below will confirm our mutual agreement with respect to the placement fee we
      will be entitled to receive for the introduction, through MA, to the Investors
      (the “Introduced Party”) who consummate an investment in the Issuer (the
“Investment”). For the purposes of this Agreement, we are referred to herein as
      the Selling Agent, (“SA”)

    


    In
      the
      event an Introduced Party invests in GTX (the “Investment”), the Issuer will
      issue to the Selling Agent or the Selling Agent’s designees, upon the execution
      of the final agreement with the Introduced Party and the receipt of the
      Investment by Issuer the compensation as per paragraph 1 below: 

    


    1.
      Compensation. 

    


    (a)
       The
      Selling Agent shall be entitled, on the Closing Date, as compensation for
      Meyers’ services as Selling Agent under this Agreement, to selling commissions
      equal to 10 % of the gross proceeds received by the Company from the sale of
      the
      Units solely to Investors introduced by MA plus 10% warrant coverage (warrants
      to purchase common stock at $1.50 per share in an amount equal to the product
      of
      10% times the total number of Units purchased solely by the Investors) (the
      “Selling Agent’s Fees”).

     

    2. Representations
      and Warranties of the Selling Agent.

    


    The
      Selling Agent represents and warrants to and covenants with the Company as
      follows:

    


    (a) The
      Selling Agent is duly incorporated and validly existing and in good standing
      under the laws of its state of incorporation.

    


    (b) The
      Selling Agent is, and at the time of the Closing will be, a member in good
      standing of FINRA.

    


    (c) Sales
      of
      Units by the Selling Agent will only be made in such jurisdictions in which
      the
      Selling Agent or a Selling Group Member is a registered broker-dealer or where
      an applicable exemption from such registration exists.

    


    (d) Offers
      and sales of Units by the Selling Agent will be made only in accordance with
      this Placement Agreement and in compliance with the provisions of Section 4(2)
      and Section 4(6) of the Act and Rule 506 of Regulation D promulgated thereunder
      (it being understood and agreed that the Selling Agent shall be entitled to
      rely
      upon the information and statements provided by the Investor in the Purchase
      Agreement), and the Selling Agent will furnish to each investor a copy of the
      Offering Documents prior to accepting any subscription for the
      Units.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.
      The
      Company agrees that, it shall not solicit any offer to buy from or offer to
      sell
      any Investor, directly or indirectly, any securities of the Company or of any
      other entity, or provide the name of any such person to any other securities
      broker or dealer or selling agent. In the event that the Company or any of
      its
      affiliates, directly or indirectly, solicits, offers to buy from or offers
      to
      sell to any such person any such securities, or provides the name of any such
      person to any other securities broker or dealer or selling agent, and such
      person purchases such securities or purchases securities from any other
      securities broker or dealer or selling agent, the Company shall pay to the
      Selling Agent an amount equal to 10% of the aggregate purchase price of the
      securities so purchased by such person.

    


    Any
      notices hereunder shall be sent to the Selling Agent at the addresses set forth
      below. Any notice shall be given by registered or certified mail, postage
      prepaid, and shall be deemed to have been given when deposited in the United
      States mail. Either party may designate any other address to which notice shall
      be given, by giving written notice to the other of such change of address in
      the
      manner herein provided.

    


    This
      Agreement has been made in the State of California and shall be construed and
      governed in accordance with the laws thereof without giving effect to principles
      governing conflicts of law. It is further agreed that any suit, action or
      proceeding arising out of or relating to this Agreement shall be instituted
      exclusively in the federal district or state courts situated in the State of
      California. No provision of this Agreement may be changed or terminated except
      by a writing signed by the party or parties to be charged therewith. Unless
      expressly so provided, no party to this Agreement will be liable for the
      performance of any other party’s obligations hereunder. Any party hereto may
      waive compliance by the other with any of the terms, provisions and conditions
      set forth herein; provided,
      however,
      that
      any such waiver shall be in writing specifically setting forth those provisions
      waived thereby. No such waiver shall be deemed to constitute or imply waiver
      of
      any other term, provision or condition of this Agreement.

    


    This
      Agreement may be executed in counterparts, each of which shall constitute an
      original and all of which, when taken together, shall constitute one
      agreement.

    

      
        	
                Sincerely
                  yours,

              
	 
	
                MEYERS
                  ASSOCIATES LP

              
	
                By:
                  Meyers Jansen Securities Corp

              
	
                General
                  Partner

              
	 
	
                By:
                  /s/ Bruce Meyers

              
	
                Bruce
                  Meyers

              
	
                President

              


      

    

     

    AGREED
      and CONFIRMED:

    


    BY:
      GTX
      CORP

    


    /s/
      Patrick E. Bertagna

    


    May
      6,
      2008