PROTALEX,
      INC.

    145
      Union
      Square Drive

    New
      Hope,
      PA 18938

    


    NONSTATUTORY
      STOCK OPTION AGREEMENT

    


    


    PROTALEX,
      INC., a Delaware corporation (the “Corporation”), and Victor S. Sloan, M.D., an
      employee of the Corporation (the “Optionee”), for good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged and
      intending to be legally bound hereby, agree as follows:

     

    	1.  	
            Grant
              of Option.
              The Corporation hereby confirms the grant to the Optionee on
              August 23, 2005 (the “Date of Grant”) of an option (the “Option”) to
              purchase 50,000 shares of Common Stock of the Corporation (the “Common
              Stock”) at an option price of $2.50 per share, under and subject to the
              terms and conditions of this Agreement. 

          


     

    The
      Option confirmed hereby is a “nonstatutory stock option,” i.e., a stock option
      which is not intended to qualify under section 422 of the Internal Revenue
      Code
      of 1986, as amended. Subject to the provisions of Section 3 of this Agreement
      regarding the periods during which stock options may be exercised upon
      termination of employment (including death of the Optionee), and Section 4
      of
      this Agreement regarding the exercise of stock options in connection with a
      Capital Transaction, as hereinafter defined, the Option is exercisable in
      accordance with the following schedule set forth below:

     

    On
      or
      after the six month anniversary of the Date of Grant as to 6/48 of the shares
      subject to the Option; and

     

    On
      or
      after each monthly anniversary of the Date of Grant thereafter as to an
      additional 1/48 of the shares subject to the Option such that the Option shall
      be fully exercisable upon the four year anniversary of the Date of Grant;


     

    and
      will
      expire at the close of business on August 22, 2015. For purposes of the
      foregoing schedule, any fractional shares shall be rounded up to the next whole
      share. Notwithstanding the foregoing, the Board of Directors of the Corporation
      or a designated committee thereof may in its discretion authorize the
      acceleration of the date on which the Option may be exercised. 

     

    	2.  	
            Acceptance
              of Grant of Option.
              The Optionee accepts the grant of the Option confirmed by this Agreement,
              and agrees to be bound by the terms and provisions of this Agreement,
              as
              this Agreement may be amended from time to time; provided, however,
              that
              no alteration, amendment, revocation or termination of this Agreement
              will, without the written consent of the Optionee, adversely affect
              the
              rights of the Optionee with respect to the Option.
              

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	3.  	
            Termination
              of Eligibility.
              If the Optionee ceases to be employed by the Corporation, or its parent
              or
              subsidiary, for any reason (other than for “cause,” as hereinafter
              defined, or such Optionee’s death), any vested Option granted hereunder to
              the Optionee shall expire three months after the date of the occurrence
              giving rise to such termination of eligibility (or 1 year in the
              event the Optionee is “disabled,” as defined in
              Section 22(e)(3) of the Internal Revenue Code of 1986, as
              amended) or upon the date it expires by its terms, whichever is earlier.
              Any Option that has not vested in the Optionee as of the date of such
              termination shall immediately expire and shall be null and void. The
              Board
              of Directors or designated committee thereof shall, in its sole and
              absolute discretion, decide, using the provisions set forth in Treasury
              Regulations Section 1.421-7(h), whether an authorized leave of
              absence or absence for military or governmental service, or absence
              for
              any other reason, shall constitute termination of eligibility for purposes
              of this Section.

          


     

    If
      the
      Optionee ceases to be employed by the Corporation, or its parent or subsidiary,
      and such termination is as a result of “cause,” as hereinafter defined, then all
      Options granted hereunder to such Optionee shall expire on the date of the
      occurrence giving rise to such termination of eligibility or upon the date
      it
      expires by its terms, whichever is earlier, and the Optionee shall have no
      rights with respect to any unexercised Options. For purposes of this Agreement,
      “cause” shall mean the Optionee’s personal dishonesty, misconduct, breach of
      fiduciary duty, incompetence, intentional failure to perform stated obligations,
      willful violation of any law, rule, regulation or final cease and desist order,
      or any material breach of any provision of this Agreement or any employment
      agreement. The Board of Directors shall have complete discretion and authority
      to determine whether the termination of the Optionee is for cause.

     

    In
      the
      event the Optionee shall die, the Option may be exercised (subject to the
      condition that no Option shall be exercisable after its expiration and only
      to
      the extent that the Optionee’s right to exercise such Option had accrued at the
      time of the Optionee’s death) at any time within six months after the Optionee’s
      death by the executors or administrators of the Optionee or by any person or
      persons who shall have acquired the Option directly from the Optionee by bequest
      or inheritance. Any Option that has not vested in the Optionee as of the date
      of
      death or termination of employment, whichever is earlier, shall immediately
      expire and shall be null and void.

     

    	4.  	
            Capital
              Transactions.
              Upon a sale or exchange of all or substantially all of the assets of
              the
              Corporation, a merger or consolidation in which the Corporation is
              not the
              surviving corporation, a merger, reorganization or consolidation in
              which
              the Corporation is the surviving corporation and shareholders of the
              Corporation exchange their stock for securities or property, a liquidation
              of the Corporation or similar transaction, as determined by the Board
              of
              Directors of the Corporation or a designated committee thereof (“Capital
              Transaction”), the Options, whether vested or unvested, shall terminate,
              unless the Options are assumed by a successor corporation in a merger
              or
              consolidation, immediately prior to such Capital Transaction; provided,
              however, that if the outstanding Options will not be assumed by a
              successor corporation in a merger or consolidation, subject to terms
              approved by the Board of Directors of the Corporation or a designated
              committee thereof, the Optionee will have the right, during the 15
              days
              prior to such Capital Transaction, to exercise all Options. For purposes
              of this right of exercise prior to a Capital Transaction in which the
              Options will not be assumed, all Options granted to the Optionee will
              be
              considered fully vested. The Corporation shall, subject to any
              nondisclosure provisions, attempt to provide the Optionee at least
              15 days
              notice of the Option termination date. The Board of Directors of the
              Corporation or a designated committee thereof may (but shall not be
              obligated to) (i) accelerate the vesting of the Option or
              (ii) apply the foregoing provisions, including but not limited to
              termination of the Options granted pursuant to this Agreement, in the
              event there is a sale of 51% or more of the stock of the Corporation
              in
              any two year period or a transaction similar to a Capital
              Transaction.

          


     

     

    
      
         

      

      
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    	5.  	
            Option
              Not Transferable.
              The Option shall not be transferable otherwise than by Will or by the
              laws
              of descent and distribution of the state of domicile of the Optionee
              at
              the time of death, and the Option shall be exercisable during the lifetime
              of the Optionee only by the Optionee. 

          


     

    	6.  	
            Procedure
              for Exercise of Option.
              The Option may be exercised only by execution and delivery by the Optionee
              to the Corporation of an exercise form or forms prescribed by the
              Committee. Each exercise form must set forth the number of whole shares
              of
              Common Stock as to which the Option is exercised and must be dated
              and
              signed by the person exercising the Option. The exercise is not effective
              until the Corporation receives payment of the full option price for
              the
              number of shares of Common Stock as to which the Option is exercised.
              The
              option price may be paid by certified or bank cashier’s
              check.

          


     

    If
      a
      person other than the Optionee exercises the Option, the exercise material
      must
      include proof satisfactory to the Corporation of the right of such person to
      exercise the Option, and the signature on all certificates or Assignments
      Separate from Certificate for shares delivered in payment of the option price
      must be guaranteed by a commercial bank or trust company or by a firm having
      membership in the New York Stock Exchange, Inc., the American Stock Exchange,
      Inc., or the National Association of Securities Dealers, Inc.

     

    The
      date
      of exercise of the Option is the date on which the exercise form or forms,
      proof
      of right to exercise (if required) and payment of the option price in cash
      are
      received by the Corporation at the address set forth on the cover page of this
      Agreement, Attention: Corporate Secretary. 

     

    	7.  	
            Issuance
              of Certificates.
              Subject to this Section 7, the Corporation will issue a certificate
              or
              certificates representing the number of shares of Common Stock for
              which
              the Option is exercised as soon as practicable after the date of exercise.
              Unless the person exercising the Option otherwise directs the Corporation
              in writing, the certificate or certificates will be registered in the
              name
              of the person exercising the Option and delivered to such person.
              

          


     

    The
      obligation of the Corporation to issue shares on exercise of this Option is
      subject to the effectiveness of a Registration Statement under the Securities
      Act of 1933, as amended, (the “Act”) with respect to such shares, and all other
      applicable state securities laws. The Corporation is not obligated to file
      such
      a Registration Statement. If at the time of exercise of the Option, no such
      Registration Statement is in effect, the issuance of shares on exercise of
      the
      Option may also be made subject to such restrictions on the transfer of the
      shares, including the placing of an appropriate legend on the certificates
      restricting the transfer thereof, and to such other restrictions as the Board
      of
      Directors or designated committee thereof, on the advice of counsel, may deem
      necessary or appropriate to prevent a violation of applicable securities laws.
      

     

     

    
      
         

      

      
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    	8.  	
            Adjustment.
              Subject to any required action by shareholders of the Corporation,
              the
              number of shares of stock covered by the Option, and the exercise price
              thereof, shall be proportionately adjusted for any increase or decrease
              in
              the number of issued shares of stock of the Corporation resulting from
              a
              subdivision or consolidation of shares, including, but not limited
              to, a
              stock split, reverse stock split, recapitalization, continuation or
              reclassification, or the payment of a stock dividend (but only on the
              stock) or any other increase or decrease in the number of such shares
              effected without receipt of consideration by the Corporation. Any fraction
              of a share subject to the Option that would otherwise result from an
              adjustment pursuant to this Section shall be rounded downward to the
              next full number of shares without other compensation or consideration
              to
              the holder of the Option.

          


     

    	9.  	
            Withholding
              of Taxes.
              Federal, state, local or foreign income or other taxes may be required
              to
              be withheld by the Corporation on any compensation income resulting
              from
              the Option, and the Optionee will pay any such taxes directly to the
              Corporation upon request. 

          


     

    If
      the
      Optionee does not pay any taxes required to be withheld directly to the
      Corporation within 10 days after any request referred to in the preceding
      paragraph, the Corporation may withhold such taxes from any other compensation
      to which the Optionee is entitled from the Corporation. The Optionee shall
      hold
      the Corporation harmless in acting to satisfy the withholding obligation in
      this
      manner if it becomes necessary to do so. 

     

    	10.  	
            Interpretation
              of Agreement.
              Any dispute or disagreement which arises under or in any way relates
              to
              the interpretation or construction of this Agreement will be resolved
              by
              the Board of Directors of the Corporation or a designated committee
              thereof and the decision of the Board, or committee, will be final,
              binding and conclusive for all purposes.

          


     

    	11.  	
            Effect
              of Agreement on Rights of Corporation and Optionee.
              This Agreement does not confer any right on the Optionee to continue
              in
              the employment of the Corporation or any of its subsidiaries or interfere
              in any way with the rights of the Corporation or any subsidiary to
              terminate the employment of the Optionee.


          


     

    	12.  	
            Binding
              Effect.
              This Agreement will be binding upon the successors and assigns of the
              Corporation and upon the legal representatives, heirs and legatees
              of the
              Optionee. 

          


     

    	13.  	
            Entire
              Agreement.
              This Agreement constitutes the entire agreement between the Corporation
              and the Optionee and supersedes all prior agreements and understandings,
              oral or written, between the Corporation and the Optionee with respect
              to
              the subject matter of this Agreement. 

          


     

     

    
      
         

      

      
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    	14.  	
            Amendment.
              This Agreement may be amended only by a written instrument signed by
              the
              Corporation and the Optionee. 

          


     

    	15.  	
            Section
              Headings.
              The Section headings contained in this Agreement are for reference
              purposes only and will not affect in any way the meaning or interpretation
              of any of the provisions of this Agreement.


          


     

    	16.  	
            Governing
              Law.
              This Agreement will be governed by, and construed and enforced in
              accordance with, the laws of the Commonwealth of Pennsylvania.
              

          


     

    IN
      WITNESS WHEREOF, the Corporation and the Optionee have executed this Agreement
      as of the Date of Grant. 

     

    
      	 	 	 
	 	PROTALEX,
              INC.
	 
 	 
 	 
 
	 	By:  	 /s/
              Steven
              H. Kane 
	 	 	
              

              Steven
                H. Kane

              Chief
                Executive Officer

            
	 	 	 
	 	 	 
	WITNESS:	OPTIONEE:
	 	 	 
	 	 	/s/ Victor S. Sloan, M.D.  
	
              
 	 	
              

              Victor
                S. Sloan, M.D.

            
	 	
               

            
	 	 


    

     

     

    
      
         

      

      
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