Exhibit 10-8

ProtalexMANN\InventorassignPL

                                   ASSIGNMENT

     ASSIGNMENT  from Paul L.  Mann,  Ph.D,  whose  address  is set forth on the
signature  page  hereof  (hereinafter  sometimes  referred  to  as  "Mann"),  to
Protalex,  Inc., a New Mexico Public  Corporation,  whose address is c/o John E.
Doherty, President, P. O. Box 30952, Albuquerque, New Mexico, 87190 (hereinafter
sometimes referred to as "Protalex").

     WHEREAS,  Mann,  who was at all pertinent  times  operating  under a signed
Agreement with ALEX,  LLC a New Mexico Limited  Liability  Company  (ALEX),  has
developed  a  technology   application   that  applies  to  any  application  of
bioregulation  to any human disease process and/or treatment  (hereinafter  more
specifically  defined as "Invention")  which ALEX has assigned to Protalex,  and
which Protalex may at its discretion in the future file a patent  application in
the United States Patent and  Trademark  Office and in any other foreign  patent
office as Protalex,  its assignees,  successors  and/or  designees may choose in
which to seek  protection for the  invention.  Such filings shall be made at the
expense of Protalex, or its assignees, successors and/or designees.

     WHEREAS,  Protalex and ALEX,  the entities  under which the  Invention  was
funded and created,  desire to obtain a formal  assignment from Mann to Protalex
of his entire  right,  title,  and interest in and to the above  technology  and
Invention,  as well as to all patents, patent application,  division,  reissues,
continuations,   continuations-in-part,   substitutions,   renewals,  extensions
thereof,  and all  improvements  hereafter  made or invented by Mann at any time
during his  association  with  Protalex and ALEX,  including  the right to bring
lawsuits for past infringement of any patents that may be issued thereon, in the
United States and all foreign countries.

     NOW,  THEREFORE,  Mann does hereby sell, assign, and transfer unto Protalex
an  exclusive  right to all his right,  title,  and  interest in and to: (a) the
above  technology,  (b)  any  technical  information,  know-how,  trade  secret,
process, procedure,  composition,  device, method, formula, protocol, technique,
software,  design,  drawing or data related to the above technology which is not
covered by any subsequently  filed patent  application but which is necessary at
any time for practicing the above invention (all of the foregoing,  (a) and (b),
being  collectively  referred  to  hereafter  as  "Invention"),  (c) any and all
patents,    patent    applications,    divisions,    reissues,    continuations,
continuations-in-part,   substitutions,   renewals,  extensions  resulting  from
Invention,  (d) all  improvements  hereafter made or invented by Inventor at any
time during his contract with ALEX with respect to Invention,  and (e) the right
to bring lawsuits for past  infringement  of any patents,  that may be issued on
the Invention, in the United States and in any and all foreign countries.

     FURTHER,  Mann agrees that he will  communicate to Protalex any facts known
to him respecting said Invention,  will testify in any legal  proceedings,  will
sign all lawful  papers,  will execute all divisions,  reissues,  continuations,
continuations-in-part, substitutions, renewals, extensions, and improvement made
during  Mann's  employment  by  ALEX,  will  execute  all  necessary  assignment
documents,  will cause any and all of said patents to be issued to Protalex, and
generally  will do  everything  necessary  or  desirable  to aid  Protalex,  its
officers,  agents, employees,  directors,  attorneys,  successors,  assigns, and
those in active  concert  and/or  participating  with them to obtain and enforce
property protection in regard to the above-described Invention,  patents, patent
applications,   divisions,   reissues,   continuations,   continuations-in-part,
substitutions,  renewals,  extensions  and all  improvements  hereafter  made or
invented by Mann at any time during his employment by ALEX thereof in the United
States and in all foreign countries.

     Mann  hereby  authorizes  and  requests  the  Patent and  Trademark  Office
officials to issue any of the  aforesaid  patent or patents,  when  granted,  to
Protalex for the use and enjoyment of Protalex, its officers, agents, employees,
directors,  attorneys,  successors,  assigns and those in active  concert and/or
participating with them.

     Mann   represents  and  agrees  that  no  assignment,   sale  agreement  or
encumbrance has been or will be made or entered into by him which would conflict
with this Assignment.

     Mann  hereby  acknowledges  by his  signature  hereto  that he has read the
foregoing  and  understands  it content and has had the  opportunity  to consult
legal counsel of his choosing  concerning his rights and  obligations  hereunder
prior to his signature hereto.


Effective July 6, 2001                    Assignor, Paul L. Mann, Ph.D


                                                    Paul L. Mann
                                                    ------------
                                                    Paul L. Mann, Ph.D
                                          Address:  3308 Loma Vista Pl. N.E.
                                                    Albuquerque, NM 87106


                                          Assignee: Protalex, Inc., a New Mexico
                                                              Corporation


                                                  By: John E. Doherty
                                                      ---------------
                                                      John E. Doherty, President

STATE OF NEW MEXICO        )
                           ) ss.
COUNTY OF BERNALILLO       )

         The foregoing instrument was subscribed and acknowledged before me,
this 6th day of July, 2001, by Paul L. Mann, Ph.D.

                                                              Tamara L. Anderson
                                                              ------------------
                                                              Notary Public
My Commission Expires:

February 24, 2004



STATE OF NEW MEXICO        )
                           ) ss.
COUNTY OF BERNALILLO       )

         The foregoing instrument was subscribed and acknowledged before me,
this 6th day of July, 2001 by John E. Doherty, President of Protalex, Inc., a
New Mexico Corporation on behalf of said Corporation.


                                                              Tamara L. Anderson
                                                              ------------------
                                                              Notary Public

My Commission Expires:

February 24, 2004