Offer of Employment

     Protalex,  Inc., a Public Corporation ("Protalex" or "Company"),  is please
do offer you a  position  as a protein  chemist  to assist in the  analysis  and
formulation of the Company's current drug and successor drug candidates.

     You shall be paid a monthly  salary of five  thousand  dollars  ($5,000.00)
which equates to an annual salary of sixty thousand dollars  ($60,000.00).  Your
start date will be approximately one month from acceptance of this offer (sooner
if possible).

     Protalex  also  agrees to pay moving  expenses of Dervan not to exceed five
thousand dollars ($5,000.00) for relocation to Albuquerque, New Mexico.

     You will be granted 40,000 options to purchase Protalex stock at a price of
$1.50 per share.  These options will vest over a four-year period at the rate of
1/48  monthly.  Vesting will begin  immediately,  but you must be employed for a
period of one year to become eligible.

     Protalex  agrees to pay for your  moving  expenses  of up to five  thousand
dollars  ($5,000)  for  relocation  to  Albuquerque,  New Mexico.  Additionally,
Protalex will pay for all visa related expenses.

     Joe, we are excited with the  prospect of your  joining the Protalex  team,
and feel that you can make a significant  contribution to our future success. We
look forward to your arrival in New Mexico.

     This offer shall remain open until midnight,  February 15th, 2003 and shall
be  accepted  by your  signature  and  return to  Protalex  at P. O. Box  30952,
Albuquerque, New Mexico 87190 having been postmarked by that date.

Dated this 20th day of January, 2003.


Protalex, Inc.


By: Steven H. Kane
    -------------------------------
    Steven H. Kane, President & CEO


Accepted this 4th day of February, 2003 by

Joseph Dervan
----------------
Joseph Dervan
December 15,2002




Mr. Steven Kane
206 Lurgan Rd.
New Hope, PA 18938

RE:      Offer Letter

Dear Steven,

I am  pleased to make the  following  offer to you. I look  forward  to
discussing  this offer and having you join Protalex at the earliest opportunity.

Position: President and Chief Executive officer.  You will also have a seat as a
     member of the board of directors.

Starting Date:  The board would like you to begin no later than January 1, 2003.
     If you can begin sooner, that would be excellent

Reporting: You will report to the Chairman of the board of Directors, William M.
     Hitchcock.

Salary: A base salary will be  $150,000  per year.  You will be paid in stock at
     the rate of 8,334 shares per month,  ([150,000 + 1.50] + 12 months). At the
     end of six  months,  the board will review your  activities  and  determine
     whether you should become a permanent employee.  After you have been made a
     permanent employee you will be paid in cash from that date forward.

Bonus:  There  will be two  bonuses  available  to you in 2003.  The  first is a
     one-time payout of 1% of any dollars raised during 2003. This bonus will be
     paid upon closing of the financing  round. The second bonus will consist of
     cash and additional  options.  This bonus will be paid to you in January of
     2004, and be based upon the achievements of your corporate objectives to be
     determined  by you  and  the  Board  of  Directors.  The  intention  of the
     compensation  committee  is to allow you to earn an  additional  $50,000 in
     cash and 25,000 in options that immediately vest.

Options:  Protalex  will provide you 863,242  options at a strike price of $1.50
     per share.  This represents 7% of the outstanding  shares as of the date of
     this letter.  Vesting will start on the first day of your  employment.  You
     must be an employee for 12 months in order to earn the first third of these
     options.  The remaining options will vest monthly over three years starting
     December 16, 2003.

Relocation: At least initially,  Protalex does not believe that it necessary for
     you to relocate to Albuquerque.

Expenses:  Protalex will pay all expenses  relating to the execution of your CEO
     Activities, plus an allowance for health care benefits.

Goals: Within  six  months of  starting  but no later  than  June,  2003,  it is
     essential that you raise  sufficient funds to allow Protalex to advance its
     development activities.

1.   The board of  directors  would like you to complete the raising of $3 to $8
     million  dollars,  in at least 2 placements.  The actual amount will depend
     upon the current stock price and other factors.
2.   The Company would also like you to identify a corporate partner  interested
     in supporting the development  activities of Protalex. Any funds associated
     with  this  corporate  collaboration  will be  counted  as part of the fund
     raising goal.
3.   Initiate the phase 1/2 safety and dose ranging study by Q1 2003.
4.   Initiate the phase 2/3 trial in RA by Q2 2004.


Issues: The board of directors  recognizes that both you and Protalex are taking
     a  chance  with  this  offer.   Although  have  been   successful  in  your
     professional career, this will be the first time you will hold the position
     of CEO and all the  responsibilities  that the position entails,  including
     the raising of substantial equity dollars. You are joining a public company
     that is underfunded.  There are numerous  funding vehicles open to a public
     company  that  are  not  available  to  a  private  biotech  company.  Most
     importantly both parties believe that the Protalex  technology and products
     have tremendous potential.

Timing:  This offer will remain open for two weeks.



Sincerely,


Thomas Stagnaro
Chairman, Protalex Compensation Committee

AGREED and ACCEPTED this ____ day of ___________ 2003


By:__________________________________
     Steven H. Kane





                            CONSENT ACTION BY WRITING
                               OF THE DIRECTORS OF
                                 PROTALEX, INC.

     WHEREAS  the  Bylaws  of  Protalex,  Inc.  a New  Mexico  corporation  (the
"Corporation")  provide for a maximum of seven Directors and currently the Board
consists of six Directors, and

     WHEREAS  the  Board  has  decided  to fill the  vacancy  with G.  Kirk Raab
("Raab")  and Raab  has  agreed  to  serve on the  Board  under  the  terms  and
conditions set forth below,

     THEREFORE,  the undersigned,  constituting the Directors of Protalex, Inc.,
being the current  directors  hereby consent in writing and elect and appoint G.
Kirk Raab as director  without a meeting,  pursuant to  N.M.S.A.  1978,  Section
53-11-43 (1967) and pursuant to Article III of the Corporate  Bylaws,  without a
meeting,

     FURTHER,  the  undersigned,  constituting  the Directors of Protalex,  Inc.
elect and appoint G. Kirk Raab as Chairman of the Board of Directors,

     FURTHER,  Raab shall be compensated at a rate of one hundred fifty thousand
dollars  ($150,000) a year which compensation may be deferred by the Board until
appropriate  funds  are  available  or Raab may elect to take some or all of his
compensation in stock options which will vest immediately. The first year strike
price shall be one dollar and 50/100  ($1.50).  The strike price for  subsequent
years shall be the closing  price of the previous  trading day just prior to the
grant. The options shall have a term of ten (10) years from the date of grant,

     FURTHER,  as a one time inducement for accepting the position as a director
and chairman of the Board,  Raab shall be issued a stock option granting him the
right  to  purchase  three  and  one-half  percent  (3.5%)  of  the  issued  and
outstanding  shares of Protalex,  Inc.  common stock existing upon completion of
the current  financing  round  expected  to close in July or August,  2003 which
option shall  immediately  vest one hundred thousand  (100,000)  options and the
remaining options shall vest  proportionately  over forty eight (48) months from
the date of the issue of the option.  The option shall provide a strike price of
one and 50/100 dollars  ($1.50) per share and shall be exercisable  for a period
of ten (10) years from the date of grant.

         This Consent may be executed in  counterparts  and shall be  effective
for all purposes as of the 8th day of July, 2003.


William M. Hitchcock                        John E. Doherty
--------------------                        ---------------
William M. Hitchcock                        John E. Doherty

Thomas P. Stagnaro                          Steven H. Kane
------------------                          --------------
Thomas P. Stagnaro                          Steven H. Kane

Arthur D. Bankhurst                         Frank M. Daugherty
-------------------                         ------------------
Arthur D. Bankhurst                         Frank M. Dougherty


I accept the appointment of Director and Chairman of the Board:

G. Kirk Raab
------------
G. Kirk Raab