10 Riverview Drive
Danbufy, CT06810
888.889.8033 Fax., 800.327.9724


Equipment Lease Agreement

Lease Number:

4192260-001

LESSEE (Legal) NAME:       Protalex, Inc    SUPPLIER
NAME:    Waters Technologies Corporation
TRADE/DBA NAME:   ADDRESS: 34 Maple Street
ADDRESS: 717 Encino NE, Suite 17    CITY, STATE, ZIP:Milford,
Massachusetts 01757
CITY, STATE, ZIP: Albuquerque, New Mexico 87102
COUNTY: Bernalillo

CONTACT & PHONE:  Donald Dean

Equipment Schedule (Use Separate Schedule If Needed)
Description of Equipment
Waters Preparative LC System
Waters Fraction Collector III
Kit, UV Fraction Manager
Start Up Kit, UV Directed Autopurification
Fractionlynx v4.0
Quanlynx v4.0
Waters Temperature Control System

QTY 1

Equipment Cost:$57,464.13
Sales Tax:$3,340.39
Total Amount Financed:     $60,804.52
         Equipment Location
         NAME:    Protalex, Inc
         CITY, STATE, ZIP: Albuquerque, New Mexico 87102
         ADDRESS: 717 Encino NE, Suite 17            COUNTY:  Bernalillo

Schedule of Rental Payments
Lease Term (In Months):36
Total Number of Rental Payments:36
Amount of Each Rental Payment: $1,885.16*
Lessee's  Deposit*:$1,985.16 (Plus Applicable Taxes)
                           *Includes Freight

*Applied to:      []First Payment  [X]Advance Rent []Security Deposit  []Other:

End of Lease Purchase Option: [] FMV [x] $1.00 [] Other

Indexing:  Your Rental  Payments are  calculated  using a lease rate factor (the
"Lease Rate Factor").  The Lease Rate Factor is calculated,  in part,  using the
interest  rate  for  swaps  (the   "Original   Swap  Rate")  that  most  closely
approximates  the initial term of this Lease as published in the Federal Reserve
Statistical            Release            H.15            available           at
http://www.federalreserve.gov/releases/hl5/update/  on 4/18/2003  (the  "Initial
Rate  Date").  The Lease  Rate  Factorwill  be held until  5/18/2003  (the "Rate
Expiration  Date").  If you do not  accept the  Equipment  on or before the Rate
Expiration  Date, the Lease Rate Factor and your periodic Rental Payments may be
adjusted  if the  Swap  Rate  reported  four  (4)  business  days  prior to your
acceptance  of the  Equipment  is different  than the Swap Rate  reported on the
Initial Rate Date.

Important  Notice:  We have written this Lease in plain language because we want
you to understand its terms.  Please read this Lease  carefully and feel free to
ask us any  questions  you may have.  The words "you" and "your" mean the Lessee
named below. The words "we", "us", and "our" refer to the Lessor named below. BY
SIGNING THIS LEASE,  YOU AGREE TO THE TERMS ON THE FRONT AND REVERSE SIDES.  SEE
REVERSE SIDE FOR  DISCLAIMER OF  WARRANTIES.  ORAL  AGREEMENTS OR COMMITMENTS TO
EXTEND  CREDIT,  LOAN MONEY OR TO FORBEAR  FROM  ENFORCING  REPAYMENT  OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT
YOU AND US FROM  MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS WE REACH
COVERING  SUCH MATTERS ARE  CONTAINED  IN THIS LEASE,  WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER MUTUALLY
AGREE IN WRITING TO MODIFY IT.YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS
LEASE AND YOUR APPLICATION, INCLUDING ANY FINANCIAL INFORMATION, WAS CORRECT AND
COMPLETE WHEN THIS LEASE WAS SIGNED.  YOU AGREE THAT THE EQUIPMENT  WILL BE USED
FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL,  FAMILY OR HOUSEHOLD  PURPOSES.
IF YOU SIGN THIS  LEASE  BEFORE  WE HAVE  GIVEN YOU OUR  CREDIT  APPROVAL,  YOUR
SIGNING DOES NOT  OBLIGATE US TO ENTER INTO THIS LEASE.  YOU RELEASE US FROM ANY
OBLIGATION  OR LIABILITY  IN THE EVENT WE 00 NOT GIVE YOU CREDIT  APPROVAL OR WE
GIVE YOU SUCH  APPROVAL  BUT  SUBSEQUENTLY  REVOKE IT BEFORE WE HAVE SIGNED THIS
LEASE.

Lessor:  WATERS FINANCIAL SERVICES

By:

Title:

Date Accepted On:

Lease Number:     4192260-001

Lessee Name:      PROTALEX, INC

Signature: /Donald Dean/

Title: Chief Financial Officer

Date Accepted On: 4-25-03

Federal Tax I.D. #:91-2003490




                         KLEINFELDCOMMERCIALBROKERAGE,LLC
                          3300 Columbia N. E., Suite A
                          Albuquerque, New Mexico 87107
                                 (505) 875-1641

                                      Lease

     This Indenture, made this 27th day of April, 2001, by an between Charles M.
and  Joan  M.   Bovard   Revocable   Trust   and  W.  W.   Kridelbaugh,   M.  D.
hereinafter,whether   singular  or  plural,  masculine,   feminine,  or  neuter,
designated as  "Landlord,"  which  expression  shall include  Landlord's  heirs,
executors,  administrators,  assigns, and successors in interest,  and PROTALEX,
INC.  A  New  Mexico  Corporation  hereinafter,   whether  singular  or  plural,
masculine,  feminine, or neuter,  designated as "Tenant," which expression shall
include all Tenants,  jointly and severally,  and shall include  Tenant's heirs,
executors, administrators, assign, and successors in interest, WITNESSETH:

I. DEMISE OF PREMISES.  Landlord,  for and in consideration of the covenants and
agreements herein contained to be kept and performed by Tenant,  Tenant's heirs,
executors,  administrators,  assigns,  and successors in interest,  and upon the
terms and conditions  herein  contained,  does hereby let, lease,  and demise to
Tenant the following-described  premises situated in Albuquerque,  in the County
of Bernalillo, State of New Mexico, to-wit: Suite 17 Encino Medical Condominiums
containing 1354 Square feet, 717 Encino N. E. Albuquerque, New Mexico 87102.

II. TERM OF LEASE.  The term of this Lease  shall be for a period of  thirty-six
months and four days,  commencing on the 27th day of April .2001-, and ending on
the 30th day of April, 2004.

III. RENT.  Tenant, for and in consideration of this Lease and the demise of the
said premises by Landlord to Tenant,  hereby agrees and covenants  with Landlord
to pay as rent for the said premises, without notice or demand, the sum of Forty
Six  Thousand,   Seven  Hundred   Twenty-nine  dollars  and  twenty-three  cents
($46.729.43)  in the following  manner,  to-wit:  Upon  execution of this Lease,
Tenant shall pay  $2.820.84 as lease  deposit to be held by Landlord  during the
term of this lease to guarantee  performance  of all covenants  and  conditions;
said deposit will be refunded in whole or in part  depending on the condition of
the premises at the end of the term or any  extension  hereto and upon  Tenant's
full  performance  of all covenants and  conditions  contained  herein;  and the
balance of $185.48 represents advance rent for the first four days of this lease
term.  Commencing  August 1, 2001, and on the first day of each succeeding month
up to and including April 1. 2004 .Tenant shall pay $1410.42* as advance monthly
rent.

Protalex,  Inc.,  is  accepting  this  space  in ''as is"  condition.  It is the
intention of the tenant to install passage ways between the three offices in the
northeast  portion of the space.  (see Exhibit "A"). It is also the intention of
the tenant to replace the  existing  sinks with  deeper  sinks and to remove the
handicapped  toilet.  It is agreed that the tenant will restore the space to its
original configuration at the end of the lease term.

All of the rent  shall be paid by  Tenant to  Landlord  or  Landlord's  order in
lawful money of the United  States at * The rent shall be paid in the  following
manner: $729.15 to Joan and Charles Bovard. 2331 Cutler N. E., Albuquerque,  New
Mxico  87106.  $681.27  to W. W.  Kridelbaugh.  M.D.,  10015  Bridgepoint  N.E.,
Albuquerque,  New Mexico 87111, or at such other place as Landlord may designate
from time to time for this purpose.

IV USE OF  PREMISES.  Tenant,  for and in  consideration  of this  lease and the
demise of the said  premises by Landlord to Tenant,  hereby agrees and covenants
with  Landlord  to use and occupy the said  premises  for the purpose of Medical
Research Laboratory and for no other purpose without first obtaining the written
consent of  Landlord  therefore;  to  confirm  and  comply  with all  applicable
municipal, state, and federal ordinances,  laws, rules, and regulations in using
the said premises;  and not to use or suffer to be used the said premises in any
manner  in  contravention  of  any  applicable  municipal,   state,  or  federal
ordinances, laws, rule, or regulation, or so as to create any nuisance, or so as
to tend to increase the  existing  rate of fire  insurance  for the said demised
premises.

V. CONDITION OF PREMISES AND REPAIRS.  Tenant,  for and in  consideration of the
Lease and the demise of the said  premises,  hereby  agrees and  covenants  with
Landlord  that Tenant has  examined  the said  premises  prior to the  execution
hereof,  knows the condition thereof,  and acknowledges that Tenant has received
the  said  demised   premises  in  good  order  and   condition,   and  that  no
representation  or warranty as to the  condition or repair of the said  premises
has been made by Landlord,  and, at the expiration of the term of this Lease, or
any  renewal or  extension  thereof,  Tenant  will yield up  peaceably  the said
premises  to  Landlord  in as good  order  and  condition  as when the same were
entered  upon by  Tenant,  loss by fire or  inevitable  accident,  damage by the
elements,  and reasonable use and wear excepted;  that Tenant will keep the said
premises  in good  order  and  repair  during  the  term of this  Lease,  or any
extension  or renewal  thereof,  at  Tenant's  own  expense  and will repair and
replace promptly any and all damage,  including damage to glass,  that may occur
from time to time;  that  Tenant  hereby  waives  any and all right to have such
repairs or replacements made by Landlord or at Landlord's expense;  and that, if
Tenant fails to make such repairs and replacements promptly, or, if such repairs
and  replacements  have not  been  made  within  fifteen  (15)  days  after  the
occurrence of damage,  Landlord may, at Landlord's option, make such repairs and
replacements,  and Tenant  hereby agrees and covenants to repay the cost thereof
to Landlord on demand.

VI.  LIABILITY OF LANDLORD.  Tenant,  for and in consideration of this Lease and
the demise of the said premises,  hereby agrees and covenants with Landlord that
Landlord shall not be liable for any damage to persons or property  arising from
any cause whatsoever, which shall occur in any manner in or about said premises,
and Tenant hereby  agrees to indemnify  and save harmless  Landlord from any and
all claims and  liability  for damage to persons or  property  arising  from any
cause whatsoever, which shall occur in any manner in or about the said premises.
Further,  Tenant hereby agrees and covenants  with Landlord that Landlord  shall
not be  liable  for any  damage  to the said  demised  premises,  or to any part
thereof,  or to any  property or effects  therein or thereon,  caused by leakage
from the roof of said premises or by bursting,  leakage,  or  overflowing of any
waste pipes, water pipes, tanks,  drains, or stationary  washstands or by reason
of any damage whatsoever caused by water from any source whatsoever,  and Tenant
hereby agrees and covenants to indemnify and save harmless Landlord from any and
all claims and liability for any damage to the said demised premises,  or to any
part thereof, or to any property or effects therein or thereon.

VII. ALTERATIONS,  ADDITIONS, AND IMPROVEMENTS. Tenant, for and in consideration
of the Lease and the demise of the said  premises,  hereby  agrees and covenants
with  Landlord,  that Tenant shall not make, or suffer or permit to be made, any
alterations,  additions, or improvements whatsoever in or about the said demised
premises  without  first  obtaining  the written  consent of Landlord  therefor;
provided,  however, that such consent, if given, shall be subject to the express
condition that any and all alterations,  additions,  and  improvements  shall be
done  at  Tenant's  own  expense  and in  accordance  and  compliance  with  all
applicable   municipal;,   state  and  federal  ordinances,   laws,  rules,  and
regulations,  and that Tenant hereby  covenants and agrees with Landlord that in
doing and performing  such work Tenant shall do and perform the same at Tenant's
own expense, in conformity and compliance with all applicable. municipal, state,
and  federal  ordinances,  laws,  rules,  and  regulations  and that no liens of
mechanics,    materialmen,    labors,    architects,    artisans    contractors,
subcontractors,  or any  other  lien of any kind  whatsoever  shall  be  created
against or imposed upon the said demised premises, or any part thereof, and that
Tenant shall indemnify and save harmless Landlord from any and all liability and
claims for  damages of every kind and nature  which  might be made or  judgments
rendered  against  Landlord or against  said  demised  premises on account of or
arising out of such alterations, additions, or improvements.

VIII. OWNERSHIP OF ALTERATIONS,  ADDITIONS, AND IMPROVEMENTS. Tenant, for and in
consideration  of this Lease and the demise of the said premises,  hereby agrees
and  covenants  with  Landlord  that  any and all  alterations,  additions,  and
improvements,  except  shelving  and  moveable  furniture,  made at Tenant's own
expense after having first obtained the written  consent of Landlord  therefore,
in accordance with the provisions  contained in Paragraph VII,  hereof,  whether
attached to the walls,  floors,  premises,  or not,  shall  immediately  vest in
Landlord and all such alterations,  additions,  and improvements shall remain on
the said premises and shall not be removed by Tenant at the  termination of this
Lease.  The shelving  and/or moveable  furniture,  which Tenant is privileged to
remove,  must be  removed  by  Tenant  at  Tenant's  expense  on or  before  the
termination of the Lease.

IX.  ASSIGNMENT AND SUBLETTING.  Tenant,  for and in consideration of this Lease
and the demise of the said  premises,  hereby agrees and covenants with Landlord
that neither Tenant nor Tenant's heirs, executors,  administrators,  assigns, or
successors  in  interest  shall  assign  this Lease or sublet  the said  demised
premises,  in whole or in part,  without first  obtaining the written consent of
Landlord  therefor;  that no assignment  of this Lease or any  subletting of the
said demised premises,  in whole or in part, shall be valid,  except by and with
the written consent of Landlord first obtained;' that the consent of Landlord to
any such  assignment or  subletting  shall not operate to discharge  Tenant,  or
anyone of them,  or  Tenant's  heirs,  executors,  administrators,  assigns,  or
successors in interest from their liability upon the agreements and covenants of
this Lease, and Tenant, Tenant's heirs, executors,  administrators,  assigns, or
successors in interest shall remain liable for the full and complete performance
of all of the terms,  conditions,  covenants,  and agreements  herein contained;
that any consent of  Landlord to any such  assignment  or  subletting  shall not
operate as a consent to further  assignment or subletting or as a waiver of this
covenant and agreement against assignment and subletting; and that following any
such assignment or subletting,  the assignee and/or  sublettee shall be bound by
all of  the  terms,  conditions,  covenants,  and  agreements  herein  contained
including the covenant against assignment and subletting

X. UTILITY AND OTHER CHARGES. Tenant, for and in consideration of this Lease and
the demise of the said  premises,  hereby agrees and covenants  with landlord to
pay promptly charges for Janitorial,  telephone and other services, which may be
incurred in  connection  with  Tenant's  use of the said  premises,  and to save
harmless  Landlord  therefrom.  This is a  full-service  lease and  common  area
maintenance  charges and  utilities  and  exterior  maintenance  are paid by the
Landlord.

XI.  LANDLORD'S  RIGHT  OF  ENTRY  AND  TO  MAKE  ALTERATIONS,   ADDITIONS,  AND
IMPROVEMENTS.  Tenant,  for and in  consideration of the Lease and the demise of
the said  premises,  hereby  agrees and covenants  with Landlord that  Landlord,
Landlord's heirs, executors,  administrators,  assigns,  agents,  attorneys, and
successors  in interest  shall have the right at any time to enter upon the said
premises to inspect the same and to make any and all improvements,  alterations,
and additions of any kind  whatsoever  upon the said  premises,  providing  such
improvements, alterations, and additions, are reasonably necessary or convenient
to the use to which the said premises are being put at the time,  but at no time
shall Landlord be compelled or required to make any improvements alterations, or
additions.

XII.  TAXES,  OTHER  ASSESSMENTS,  AND  INSURANCE.  Tenant and  Landlord  hereby
covenant and agree that all taxes and other  assessments of whatsoever kind that
nature which have been or may be levied upon the said demised  premises and upon
any alteration, additions, and improvements thereon shall be paid by Landlord at
the time when the same  shall  become  due and  payable,  and that all taxes and
other assessments of whatsoever kind and nature which have been or may be levied
upon the personal  property located upon the said demised premises shall be paid
by Tenant at the time when the same shall  become due and payable.  Tenant,  for
and in consideration  of this Lease and the demise of the said premises,  hereby
agrees and  covenants  with  Landlord  to carry and  maintain  in full force and
effect  during the term of this Lease and any  extension  or renewal  thereof at
Tenant's expense public liability  insurance covering bodily injury and property
damage  liability,  in a form  and  with  an  insurance  company  acceptable  to
Landlord,  with single limit  coverage of not less than $  1.000.000.00  for the
benefit of both Landlord and Tenant as protection  against all liability  claims
arising from the premises,  causing Landlord to be named as an  additional-named
insured on such policy of insurance,  and delivering a copy thereof to Landlord.
Fire  and  extended   coverage   insurance  upon  all   buildings,   residences,
alterations,  additions,  and  improvements  upon  the  said  premises  shall be
provided for by Landlord,  and fire and extended coverage  insurance upon all of
the contents and other personal  property  situated upon the said premises shall
be provided for by Tenant.

XIII.  HOLDING  OVER.  Tenant,  for and in  consideration  of this lease and the
demise of the said premises,  agrees and covenants with Landlord that no holding
over by Tenant after the  expiration of this Lease,  or any renewal or extension
thereof,  whether  with or without the  consent of  Landlord,  shall  operate to
extend or renew this Lease, and that any such holding over shall be construed as
a tenancy  from  month to month at the  monthly  rental  which  shall  have been
payable  at the time  immediately  prior to when such  holding  over  shall have
commenced  and such  tenancy  shall be  subject  to all the  terms,  conditions,
covenants, and agreements of this Lease.

XIV. BANKRUPTCY AND CONDEMNATION.  Tenant, for and in consideration of the Lease
and the demise of the said  premises,  hereby agrees and covenants with Landlord
that should  Tenant,  or anyone of them,  make an assignment  for the benefit of
creditors or should be adjudged a bankrupt,  either by voluntary or  involuntary
proceedings,  or if  otherwise a receiver  should be  appointed  by any court of
competent  jurisdiction for Tenant because of any insolvency,  the occurrence of
any such  event  shall be deemed a breach of this  Lease,  and,  in such  event,
Landlord  shall  have the  option to  forthwith  terminate  this  Lease and then
re-enter the said demised premises and take possession thereof, whereupon Tenant
shall quit and surrender peaceably the said demised premises to Landlord.  In no
event  shall this Lease be deemed an asset of Tenant,  or anyone of them,  after
adjudication in bankruptcy,  the  apl1bintment of a receiver,  or the assignment
for the benefit of creditors.  Further,  Tenant hereby covenants and agrees with
Landlord that in the event the said demised premises,  or any part thereof,  are
taken, damaged  consequentially or otherwise,  or condemned by public authority,
this Lease shall terminate,  as to the part so taken, as of the date title shall
vest in the said public authority,  and the rental reserved shall be adjusted so
that Tenant shall be required to pay for the  remainder of the term that portion
of the rent reserved in the proportion that the said demised premises  remaining
after  the  taking,  damaging,  or  condemnation  bears to the whole of the said
demised premises before the taking,  damaging, or condemnation.  All damages and
payments resulting from the said taking,  damaging,  or condemnation of the said
demised  premises shall accrue to and belong to Landlord,  and Tenant shall have
no right to any part thereof.

XV. DESTRUCTION. Tenant, for and in consideration of the Lease and the demise of
the said premises, agrees and covenants with Landlord that if at any time during
the term of this Lease,  or any extension or renewal  thereof,  the said demised
premises shall be totally or partially destroyed by fire,  earthquake,  or other
calamity,  then  Landlord  shall  have the option to rebuild or repair the same,
provided such  rebuilding or repairing  shall be commenced  within the period of
thirty days after notice in writing to landlord of such  destruction  or damage,
and to rebuild or repair the same in as good condition as they were  immediately
prior to such  calamity.  In such  case,  a just and  proportionate  part of the
rental herein  specified shall be abated until such demised  premises shall have
been rebuilt and repaired.  In case, however,  Landlord shall within thirty days
following notice in writing to him of such damage elect not to rebuild or repair
said premises,  Landlord shall so notify Tenant and, thereupon, this Lease shall
terminate and become null and void.

XVI.  SIGNS.  Landlord and Tenant covenant and agree that Tenant may at Tenant's
own  expense  erect and  maintain a sign or signs to carry out the  purpose  for
which  Tenant is  leasing  the said  demised  premises  provided,  however,  the
location,  type and design of all  exterior  signs  shall be first  approved  in
writing by  Landlord.  Upon the  expiration  of this  Lease,  or any  renewal or
extension thereof,  Tenant shall remove such sign or signs, and shall repair any
damage to the premises caused thereby at Tenant's sole expense.  Further, at any
time within thirty days prior to the  termination of this Lease,  or any renewal
or extension  thereof,  Landlord  shall have the right to place upon any part of
said  demised  premised  any "For Rent" or "For Lease"  signs that  Landlord may
select.

XVII.  TERMINATION.  It is expressly  understood  and agreed between the parties
aforesaid, that if the rent above reserved, or any part thereof, shall be behind
or  unpaid  on the  day of  payment  whereupon  the  same  ought  to be  paid as
aforesaid,  or if default  shall be made in any of the  covenants or  agreements
herein  contained  to be kept by  Tenant,  Tenant's  executors,  administrators,
assigns,  and  successors in interest,  it shall and may be lawful for Landlord,
Landlord's heirs,  executors,  administrators,  agents,  attorneys,  assigns, or
successors in interest, at Landlord's election to declare said term ended and to
re-enter the said premises, or any part thereof,  either with or without process
of law,  to expel,  remove,  and put out,  the  Tenant,  or any other  person or
persons  occupying  the same,  using such force as may be necessary in so doing,
and to repossess  and enjoy the same  premises  again as in its first and former
state, and distrain for any rent that may be due thereon any property  belonging
to Tenant, whether the same be exempt from execution and distress by law or not,
and Tenant in that case hereby  waives any and all legal rights which Tenant now
has or may have,  to hold or retain any such property  under any exemption  laws
now in force in the State, or in any other way;  meaning and intending hereby to
recognize in Landlord, Landlord's heirs, executors, administrators,  assigns, or
succesors in interest, a valid first lien as provided in the laws of New Mexico,
upon any and all goods,  chattels,  and other  property  belonging to Tenant and
located in said premises as security for the payment of said rent an fulfillment
of the faithful  performance  of  conditions in the manner  aforesaid,  anything
hereinbefore mentioned to the contrary notwithstanding.  And if at any time said
term shall be ended at such election of Landlord,  landlord's heirs,  executors,
administrators,  assigns,  or  successors in interest,  as aforesaid,  or in any
other  way,  Tenant,  Tenant's  heirs,  executors  administrators,  assigns,  or
successors in interest, do hereby covenant and agree to surrender and deliver up
the  above-described  premises  and property  peaceably to Landlord,  Landlord's
heirs,   executors,   administrators,   assigns,   or  successors  in  interest,
immediately upon the termination of said terms as aforesaid, and if Tenant shall
remain in possession of the same ten (10) days after notice of such default,  or
after the termination of the Lease in any of the ways above named,  Tenant shall
be deemed guilty of a forcible  detainer of said premises  under the statute and
shall be subject to all the  conditions  and  provisions  above  named,  and the
eviction and removal  forcible or otherwise,  with or without  process of law as
above stated. And it is further covenanted and agreed by and between the parties
hereto that the Tenant shall pay and discharge all costs,  attorneys  fees,  and
expenses  that shall arise from  enforcing  the  covenants of this  indenture by
Landlord, landlord's heirs, executors, administrators, assigns, or successors in
interest.

XVIII. FAILURE TO TERMINATE.  Tenant, for and in consideration of this Lease and
the  demise of the said  premises,  agrees and  covenants,  with  Landlord  that
failure,  neglect, or omission of Landlord to terminate this Lease for anyone or
more breaches of any of the covenants  hereof,  shall not be deemed a consent by
Landlord  of such  breach  and shall not stop,  bar,  or prevent  Landlord  from
thereafter  terminating this Lease,  either for such violation,  or for prior or
subsequent violation of any covenant hereof.

XIX. BINDING ON HEIRS,  EXECUTORS,  ADMINISTRATORS,  ASSIGNS,  AND SUCCESSORS IN
INTEREST. It is covenanted and agreed by and between the parties hereto that the
covenants and agreements  herein  contained  shall extend to and be binding upon
the heirs, executors, administrators, assigns, and successors in interest of the
parties to this Lease.

XX. THIS LEASE EMBODIES ALL AGREEMENTS BETWEEN THE PARTIES. It is covenanted and
agreed by and between the parties hereto that this lease incorporates all of the
agreements,  covenants, and understandings between the parties hereto concerning
the  subject  matter  hereof,  and  that  all  such  covenants  agreements,  and
understandings  have been merged into this written Lease.  No prior agreement or
understanding,  verbal or  otherwise,  of the parties or their  agents  shall be
valid or enforceable unless embodied in the Lease.

XXI. CANCELLATION. It is covenanted and agreed by and between the parties hereto
that in the event of a sale, a long term lease,  or a major  improvement of this
property,  the Landlord reserves the privilege of canceling this Lease by giving
Tenant not applicable days notice in writing.

XXII. COMMISSION.  Landlord for and in consideration of this Lease hereby agrees
that  Kleinfeld  Commercial  Brokerage,  LLC is Broker of Record and as such are
entitles to a 60;0 commission, plus applicable New Mexico Gross Receipts Tax, to
be paid to said  Kleinfeld  Commercial  Brokerage,  LLC, upon  execution of this
Lease and upon the date of any  renewals  or  extensions  executed  between  the
Landlord and Tenant.

XXIII. AMENDMENTS. It is covenanted and agreed by and between the parties hereto
that this Lease shall not be altered,  changed, or amended, except by instrument
in writing executed by the parties hereto.

XXIV.  OPTION TO RENEW.  Landlord  hereby grants Tenant the option to renew this
lease for an  additional  N/A year  period  under the same terms and  conditions
contained  herein except rent which shall be N/A.  Tenant to notify  Landlord in
writing  not less than sixty (60) days prior to the  expiration  of the  initial
lease term of Tenant's desire to exercise this option.

XXV.  OPTION TO PURCHASE.  Tenant has the right to purchase this property at any
time during the time of this lease.  The parties have agreed to a Purchase Price
of $70,000.00.  At the time of purchase,  the purchaser will make a down payment
of 20% or $14,000.00.  The security  deposit of $2,820.84 will be applied to the
down  payment  with the balance due at closing of  $11,179.16.  The sellers will
finance  the  balance  with  a  Mortgage  for  $56,000.00,   twenty  (20)  years
amortization  at the prime  commercial  rate  charged  by the Bank of America in
effect on the day of Notice by Tenant to  exercise  the option to  purchase  per
annum. At the end of five (5) years the balance will be due.

At the time of sale, sellers will pay to Kleinfeld Commercial Brokerage,  LLC, a
sales of commission of 60;0 plus New Mexico Gross  Receipts tax, less any amount
of unamortized commission paid on the lease.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and
year first above written.


Landlords:
______________________
Charles Bovard
______________________
Joan Bovard
______________________
W.W. Kridelbaugh


Tenant:
______________________
John Doherty, President

FRAME CONTRACT
FOR RESEARCH AND DEVELOPMENT PROJECTS
This  Agreement  is  effective  as of the  date  of the  last  signature  hereto
(hereinafter the "Effective Date")
BETWEEN
EUROGENTEC  S.A., a company  organised  and existing  under the laws of Belgium,
whose  registered  offices are at Parc  Scientifique  du  Sart-Tilman,  rue Bois
Saint-Jean, n(degree)14, B-4102,
SERAING, BELGIUM.
Hereinafter referred to as "EUROGENTEC".
AND
PROTALEX  Inc., a company  organised  and existing  under the laws of the United
States of  America,  whose  registered  offices  are at 717 Encino Pl.  Suite 17
Albuquerque NM 87102 USA
Hereinafter referred to as "PROTALEX".
The parties hereto agree as follows:

1. Subject Matter of the Agreement

1.1 The Agreement concerns the engagement of EUROGENTEC by PROTALEX to undertake
and complete research and development projects  ("Projects") for PROTALEX in the
field of the  production  and  purification  of Protein A from and/or such other
fields as may be agreed, as requested by PROTALEX from time to time.

1.2 EUROGENTEC  shall undertake and complete each Project in accordance with the
provisions of this  Agreement and written  project  assignments  entered into by
PROTALEX and  EUROGENTEC  from time to time and signed on behalf of PROTALEX and
EUROGENTEC ("Project Assignments").

1.3 Each  Project  Assignment  shall be in the  form of a  letter  agreement  in
similar  form to the  pro-forma  letter  contained in the Annex or in such other
form as may be  appropriate.  The scope,  time-lines and completion date of each
Project may be amended by agreement between PROTALEX and EUROGENTEC or otherwise
pursuant to the provisions of this Agreement. In any event, EUROGENTEC agrees to
immediately  inform PROTALEX in writing if it has reasons to believe that any of
the time-lines  and/or the completion  date indicated in the Project  Assignment
may not be possible and shall indicate its best revised estimate to PROTALEX.

1.4 In the event of any  conflict  between the terms of this  Agreement  and the
terms of any  Project  Assignment,  the terms of this  Agreement  shall  prevail
unless  such  project  Assignment  expressly  and  specifically  states  that it
supersedes  this Agreement on a specific  matter (but then this Agreement  shall
only be  superseded  in respect of such  particular  Project  Assignment  and in
respect only of such specific matter).

1.5 In agreeing to perform a Project,  EUROGENTEC  will  thereby  represent  and
warrant that (a) it has the necessary  expertise and experience to undertake and
complete that Project in a timely and professional  manner, being agreed however
that due to the  specificity of the Project,  EUROGENTEC is not committed to any
obligation  of result;  (b) it will use persons to perform that Project who have
appropriate  skills  and  experience;  and (c) it will  perform  the  Project in
accordance with the relevant Project Assignment.

1.6 EUROGENTEC  shall keep PROTALEX  advised of the progress of each Project and
provide PROTALEX with all information  reasonably requested by PROTALEX relating
to each Project and, upon termination or completion of each Project,  EUROGENTEC
shall  furnish  PROTALEX  with a  written  report  which  fully  sets  forth the
procedures used in and the results of that Project.

2. Fees and Expenses

2.1 PROTALEX  shall pay to EUROGENTEC a net fee set out in the relevant  Project
Assignment.  Payment  conditions  will  be  defined  in  such  relevant  Project
Assignment and/or further Manufacturing Agreement. At any time, EUROGENTEC shall
be entitled to require PROTALEX to provide with a guaranty of payment.

2.2 Raw materials including specific consumables,  needed for the Project, other
than usual chemical materials used by EUROGENTEC,  are not included in the price
mentioned in Paragraph  2.1 and will be invoiced  separately  by EUROGENTEC on a
monthly basis with an additional charge of 5% to cover its administrative costs.

2.3 All the  prices  are in euro and are  exclusive  of  V.A.T.  Shall  PROTALEX
terminate or cancel this Agreement for any reason  whatsoever,  except for gross
negligence  of  EUROGENTEC,  all costs  accrued by  EUROGENTEC as of the date of
termination will be invoiced.

2.4 If PROTALEX does not pay a sum of money when it falls due,  EUROGENTEC shall
be  entitled  to  interest  upon  that sum from the time  when  payment  is due,
automatically and without the necessity of a reminder. The level of interest for
late  payment  shall be the sum of the  interest  rate  applied by the  European
Central Bank to its most recent main  refinancing  operation  carried out before
the  first  calendar  day of the  half-year  in  question,  plus at least  seven
percentage  points.  (If  PROTALEX  is  located in a Member  State  which is not
participating  in the third stage of economic and monetary union,  the reference
rate referred to above shall be the equivalent rate set by its national  central
bank).  In both cases,  the reference rate in force on the first calendar day of
the half-year in question shall apply for the following six months.

2.5  Unless  PROTALEX  is not  responsible  for the delay,  EUROGENTEC  shall be
entitled  to  claim  reasonable  compensation  from  PROTALEX  for all  relevant
recovery costs incurred through the latter's late payment.

2.6 If any  invoice is not paid at  maturity,  EUROGENTEC  shall be  entitled to
suspend  its  services,  30 days  after  having  given  notice  to  PROTALEX  by
registered letter.

3. Inventions and other Materials

3.1 EUROGENTEC will promptly notify PROTALEX in writing of any invention made by
it or its employees  during this Agreement  arising out of work performed  under
this Agreement.  Any such invention shall be the exclusive property of PROTALEX,
and  EUROGENTEC'  s  remuneration  for the  transfer or  assignment  of any such
inventions is included in the fees payable under Article 2. PROTALEX  shall have
the exclusive right, at its discretion, to file patent applications for any such
invention  anywhere  in the world.  EUROGENTEC  agrees both during and after the
term of this  Agreement  to sign  and/or to cause  its  employees  to sign,  any
assignment or other documents  reasonably  needed in connection with such patent
application.

3.2 Where, in any Project  Assignment,  PROTALEX agrees to provide or arrange to
be  provided  to  EUROGENTEC  material  for use in the  relevant  Project,  then
PROTALEX shall ensure that sufficient  quantities of the material referred to in
such  Project  Assignment  ("Material")  are  provided to  EUROGENTEC  as it may
reasonably require for such Project. In connection with any Project, PROTALEX or
a third party at  PROTALEX' s request or direction  may also provide  EUROGENTEC
with records,  information, data and materials ("PROTALEX Information") relating
to the Material and its  properties  and which may be utilised by  EUROGENTEC in
connection with that Project.

3.3  EUROGENTEC  agrees that the  Material,  or  materials  and  products  which
incorporate  or contain the  Material or which are produced or derived from such
Material,   materials  or  products   ("Derived   Material")  and  all  PROTALEX
Information  are and shall be the  exclusive  property of  PROTALEX.  EUROGENTEC
agrees to use the Material, Derived Material and the PROTALEX Information solely
for the purposes of conducting the Project and agrees not to disclose or pass on
the same to any third party.

3.4 EUROGENTEC agrees that all results,  information,  data,  reports,  know-how
arising out of the Project  ("Study  Results")  shall  promptly be  disclosed to
PROTALEX  and shall be the  exclusive  property of PROTALEX.  The Study  Results
shall be kept  confidential by EUROGENTEC on the same terms as those  applicable
under this Agreement to Confidential Information.  Following termination of this
Agreement,  PROTALEX may fully disclose and use, by itself, and/or through third
parties, any and all Study Results.

4. Secrecy

4.1 During this  Agreement  and for a period of 5 years  after its  termination,
EUROGENTEC will retain in strict confidence, and not disclose to any third party
or use for any purpose except for the  performance  of each Project  Assignment,
any confidential  information  (under any form including  written,  chart, oral,
visual inspection,  electronic or computer format or otherwise)  belonging to or
received from or on behalf of PROTALEX or PROTALEX' s affiliates  which has been
in the past or may be in the future made  available  to  EUROGENTEC,  whether in
connection  with  this  Agreement  or  otherwise  ("Confidential  Information").
However,  EUROGENTEC  shall have no  obligation  to PROTALEX with respect to any
information which:

(A) Was in the public domain at the time of receipt by EUROGENTEC;

(B) Subsequently  becomes part of the public domain through no fault on the part
of EUROGENTEC;

(C) It can prove by written evidence in its possession that it was known to
EUROGENTEC at the time of receipt by it; or

(D) Is subsequently received from a third party who had no obligation of secrecy
to PROTALEX with respect to such information.

(E) The Parties are required to disclose by law or by a government or other
competent regulatory authority.

4.2 EUROGENTEC will immediately return to PROTALEX, at any time during and after
termination or expiration of this  Agreement,  upon written request by PROTALEX,
all  Material,  Derived  Material,  PROTALEX  Information  and any and all other
written material incorporating  Confidential Information provided by PROTALEX as
well as other documents and files in any form prepared by it for the performance
of this Agreement.

4.3  EUROGENTEC  may  disclose  Confidential  Information  only to  those of its
employees who need to receive  Confidential  Information for the purpose of this
Agreement and who are subject to confidentiality  and non-use  obligations which
cover  Confidential  Information  which are no less  restrictive  than  those of
EUROGENTEC under this Agreement.

5. Assignment
Neither  this  Agreement  nor any rights  herein are  assignable  by  EUROGENTEC
without the prior written consent of PROTALEX.

6. Indemnities

6.1 PROTALEX  undertakes and agrees that it will  indemnify and hold  EUROGENTEC
harmless from and against any and all claims, demands, causes of action, actions
or suits,  whether  at law or in  equity,  judgements,  decrees,  damages or any
liability  whatsoever  asserted or entered against EUROGENTEC by or on behalf of
any person, firm, corporation or governmental bodies for bodily injury or damage
to property  arising out of or relating to any use by PROTALEX or other  parties
of any of the products  delivered by EUROGENTEC to PROTALEX  pursuant to Article
1, provided  however that EUROGENTEC  undertakes to hold PROTALEX  harmless from
the foregoing in the event that the damage caused or allegedly  causes is due to
the  negligence on the part of EUROGENTEC  or of its  employees,  subject to the
terms and conditions provided for in article 6.2 and following.

6.2  EUROGENTEC  shall be deemed  to  comply  with its  obligations  under  this
agreement in so far as it uses its best efforts to perform this agreement.

6.3 EUROGENTEC shall have no liability for any damages of any kind, however they
are  caused,  with regard with the  performance  or the quality of the  products
developed and/or delivered under this agreement, provided that they were not due
to gross negligence on its part or on the part of its employees.

6.4 PROTALEX  shall examine the products as soon as possible after their arrival
at destination and shall notify  EUROGENTEC in writing of any lack of conformity
of the goods  within 15 days from the date when  PROTALEX  discovers or ought to
have  discovered  the lack of  conformity.  In any case  PROTALEX  shall have no
remedy for lack of conformity if he fails to notify EUROGENTEC  thereof within 2
months from the date of arrival of the goods at the agreed destination.

6.5 The  products  will be deemed to conform  to this  Agreement  despite  minor
discrepancies  which  are usual in the  particular  trade or  through  course of
dealing between the parties.

6.6 Where the products are non-conforming  (and provided PROTALEX,  having given
notice of the lack of conformity in compliance  with article 6.4, does not elect
in the notice to retain them), EUROGENTEC shall at his option:

(a) replace the products with conforming products, without any additional
expense to PROTALEX, or

(b) reimburse to PROTALEX the price paid for the non-conforming products and
thereby terminate the Project Assignment as regards those products.

6.7 The  foregoing  is the  exclusive  remedy of the PROTALEX for defects in the
products  developed  and/or delivered to PROTALEX under this Agreement and is in
lieu of any other  warranty,  express or implied,  including but not limited to,
implied  warranty if  merchantability  or fitness for a particular  purpose.  No
other  remedy,  including but not limited to, for  incidental  or  consequential
damages, lost profits, lost sales, injury to person, or any other damages, shall
be available to PROTALEX.

7. Force Majeure

7.1 A party is not liable for a failure to perform any of his  obligations in so
far as he proves:

(a) that the failure was due to an impediment beyond his control, and

(b) that he could not  reasonably  be  expected  to have taken into  account the
impediment  and its  effects  upon his  ability  to  perform  at the time of the
conclusion of this Agreement, and

(c) that he could not reasonably have avoided or overcome it or its effects.

7.2 A party seeking relief shall,  as soon as  practicable  after the impediment
and its effects upon his ability to perform  become known to him, give notice to
the other  party of such  impediment  and its effects on his ability to perform.
Notice shall also be given when the ground of relief ceases.

7.3 A ground of relief under this clause  relieves the party  failing to perform
from  liability in damages,  from  penalties  and other  contractual  sanctions,
except from the duty to pay interest on money owing as long as and to the extent
that the ground subsists.

7.4 If the  grounds of relief  subsist for more than six  months,  either  party
shall be entitled to terminate the Agreement with notice.

8. Hardship

If during  the  performance  of this  Agreement  there  should  arise  economic,
political or technical  circumstances  which were  unforeseen by the parties and
are beyond their control, and which make performance of the Agreement so onerous
(though not  impossible) for one of the parties that the burden would exceed all
the  anticipatory  provisions  made by the parties at the time the  Agreement is
signed, such affected party shall be entitled to request an appropriate revision
of the  contractual  terms.  The parties  will  discuss  the  matter,  and if an
amicable solution cannot be reached,  the affected party may request arbitration
of the matter in accordance with the arbitration clause of this Agreement.

9. Notification

All notices which are required to be given under this Agreement  shall be deemed
to have been  sufficiently  given if in writing and sent by  registered  mail or
express courier with the requisite postage affixed,  or if by fax,  confirmed by
registered mail or expressed  courier  addressed to the Party  notified,  at the
address  set  forth  in  the  preamble  above,  or  such  other  address  as may
hereinafter be given by such Party to the other for notice purpose.  The date of
such mailing or delivery shall be the date of service of such notice.

10. Independent Party

In  performing  its  services  hereunder,  EUROGENTEC  will  be  an  independent
contractor of PROTALEX.  Nothing in this  Agreement  shall be deemed to create a
partnership between PROTALEX and EUROGENTEC nor give EUROGENTEC or its employees
the authority to act as agent of PROTALEX.  EUROGENTEC shall ensure that none of
its employees are or purport to be employees or agents of PROTALEX.
11. No Warranty

EUROGENTEC  acknowledges  that the Material is experimental in nature and agrees
to use the Material with prudence and appropriate caution and in compliance with
applicable laws and regulations.

12. General

12.1 Successors and Assigns

This Agreement shall ensure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties.

12.2 Whole Agreement

This Agreement  constitutes the entire agreement between the parties relating to
the subject matter of this Agreement and no previous  explanation or information
made or given by either of the parties shall have effect or alter the meaning of
interpretation  of this  Agreement.  No  amendment,  change or  addition to this
Agreement shall be effective or binding on either of the parties unless it is in
writing and executed by the respective authorised representatives of each of the
parties.

12.3 Waiver

No time or other  indulgence  allowed by one party to the other shall constitute
any  waiver  of any  right or  remedy  and any  choice  of  remedy  shall not be
exclusive of any other remedy.

12.4 Severability

If any of the  provisions  of this  Agreement  shall be  determined  unlawful or
unenforceable  to any extent such provision  shall be severed from the remainder
of this Agreement which shall continue to be valid to the full extent  permitted
by law.

12.5 Transfer of title

EUROGENTEC  shall  retain  title to the  products  resulting  from  the  Project
Assignment until full payment by PROTALEX.

12.6 Transfer of risk

Any risk relating to total or partial  damage or loss of the products  resulting
from the Project  Assignment shall pass to PROTALEX from the moment the products
are  delivered  by  EUROGENTEC  according  to the Ex  Work  terms  as set out in
Incoterms 2000.

13. Term

13.1 This Agreement shall terminate on May 1st 2004,  unless earlier  terminated
by mutual agreement  between PROTALEX and EUROGENTEC,  or in accordance with the
provisions herein or its term is extended by mutual agreement in writing between
EUROGENTEC and PROTALEX.

14. Termination

14.1  This  Agreement  and any  and all  Project  Assignments  hereunder  may be
terminated  at any time by written  notice  effective on the date such notice is
received by (i) either party after the occurrence of one of the events specified
in  Article  14.2 and by (ii)  EUROGENTEC  after the  occurrence  of the  events
specified in Article 14.3.

14.2 These events are as follows:
o The occurrence and  continuation  for an  uninterrupted  period of ninety (90)
days of a condition of force majeure, defined in Article 7 of this Agreement.
o To the extent  permitted by law, the insolvency or bankruptcy of either Party,
the  inability  of  either  Party to pay its  debts  as they  fall  due,  or the
appointment of a trustee or receiver or the equivalent for either Party,  or the
institution of proceedings  relating to  dissolution,  liquidation,  winding up,
bankruptcy,  insolvency, or the relief of the creditors, if such proceedings are
not terminated or discharged within thirty (30) days.

14.3 These events are as follows:
o The enactment of a law, decree,  or regulation within the territory of Belgium
or any portion  thereof which would impair or restrict (i)  EUROGENTEC ` s right
to complete or terminate this Agreement as herein provided; or (ii) EUROGENTEC `
s right to collect the payments as set forth in this Agreement.
o Any change in the  shareholder'  structure  of  PROTALEX  which  results in an
acquisition of control by any third party outside of the group.
o  The acquisition of the Business by any third party outside of the group.

14.4 Either Party may  forthwith  terminate  this  Agreement by giving a written
notice to the other if the  other  Party  commits  any  material  breach of this
Agreement  and said breach is not remedied  within  thirty (30) calendar days of
receipt of a written notice specifying such breach.

14.5 The provisions of article 6 shall continue in force and effect for a period
of twelve (12) months from the Effective Date of this Agreement;  the provisions
of articles 3 and 4 shall  continue in force and effect for a period of five (5)
years  from  the  date  of  signature,  all  in  accordance  with  their  terms,
notwithstanding expiry or termination of this Agreement for any reason.

14.6 PROTALEX and EUROGENTEC  may terminate  this  Agreement  and/or any and all
Project Assignments hereunder by mutual agreement.

15. Consequences of Termination  Termination of this Agreement under Articles 13
or 14 shall not effect termination of any Project  Assignments which have not by
then been  completed,  unless such Project  Assignments  are also  terminated in
accordance  with Article 14.  EUROGENTEC  shall continue to conduct the Projects
subject to such Project Assignments on the terms of this Agreement.

16. Applicable Law and Jurisdiction

16.1 This Agreement and any disputes  arising out of or in connection  with this
Agreement  shall be governed by and  construed  in  accordance  with the laws of
Belgium.

16.2 In the case a dispute arise in connection  with this  Agreement,  including
its  signature,  validity,  interpretation,  performance,  changes,  termination
and/or  post-termination  obligations,  the  Parties  shall  attempt to amicably
settle the dispute.

16.3 Should they not succeed in this attempt,  the dispute shall be submitted to
the CEPANI (Centre Belge  d'Arbitrage et de Mediation - "Belgian  Centre for the
Study and Practice of National  and  International  Arbitration").  The place of
arbitration shall be Brussels and the language shall be English and/or French.

IN  WITNESS   WHEREOF   the  parties   have   through   their  duly   authorised
representatives  executed  this  Agreement  on the  date  first  above  written.
EUROGENTEC S.A.
____________________       ______________________
Name: Charles Schaus       Name: Michel Thiry
Title: Project Manager     Title: Biologic Business Unit Manager
Date: April 28, 2003       Date: April 28, 2003

EUROGENTEC  S.A. o Parc  scientifique  du Sart Tilman o 4102 SERAING o BELGIUM o
Tel.: +32 4 366 61 00 Fax: +32 4 365 16 04 o e-mail:  info@eurogentec.com o R.C.
Liege 152 016 o T.V.A. BE 427 348 346

PROTALEX Inc.
____________________                     _______________________
Name: Dennis Vik, Ph.D.                  Name: Steven Kane
Titlle:   Chief Scientific Officer       Title:      CEO
Date:    April 24, 2003                  Date:    April 24, 2003
Frame contract - Eurogentec-Protalex - 24/04/03 10/10