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Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR
ITS OWN ACCOUNT FOR INVESTMENT WITH NO INTENTION OF MAKING OR CAUSING TO BE
MADE A PUBLIC DISTRIBUTION OF ALL OR ANY PORTION THEREOF. SUCH SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. Warrant to Purchase Shares of Common Stock PROTALEX, INC.
COMMON STOCK PURCHASE WARRANT Void after September 18, 2008 PROTALEX, INC.,a New Mexico corporation (the Company), hereby certifies
that, for good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, (including any successors and assigns, Holder), is
entitled, subject to the terms set forth below, to purchase from the Company at
any time or from time to time on or before 5:00 PM Mountain time, on September
18, 2008 (the Expiration Date), () fully paid and nonassessable shares of
Common Stock of the Company, at the price of $2.40 per share (the Exercise
Price). As used herein the following terms, unless the context otherwise requires,
have the following respective meanings: (a) The term Company includes any corporation which shall succeed to or
assume the obligations of the Company hereunder. (b) The term Common Stock shall mean the Common Stock of the Company,
and any other securities or property of the Company or of any other person
(corporate or otherwise) which the Holder at any time shall be entitled to
receive on the exercise of this Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable in exchange for or in replacement
of Common Stock. 1. Exercise of Warrant; Partial Exercise. Subject to the provisions of
Section 2 hereof, this Warrant may be exercised in full or in part by the
Holder by surrender of this Warrant, together with the Holders duly executed
form of subscription attached hereto as Schedule 1, to the Company at its
principal office, accompanied by payment, in cash or by certified or official
bank check payable to the order of the Company, of the aggregate exercise price
of the shares of Common Stock to be purchased hereunder. The exercise of this
Warrant pursuant to this Section 1 shall be deemed to have been effected
immediately prior to the close of business on the business day on which this
Warrant is surrendered to the Company as provided




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in this Section 1, and at such time the person in whose name any
certificate for shares of Common Stock shall be issuable upon such exercise
shall be deemed to be the record holder of such Common Stock for all purposes.
As soon as practicable after the exercise of this Warrant, the Company at its
expense will cause to be issued in the name of and delivered to the Holder, or
as the Holder may direct, in conformance with this Warrant, a certificate or
certificates for the number of fully paid and nonassessable shares of Common
Stock to which the Holder shall be entitled on such exercise, and, if
applicable, a new warrant evidencing the balance of the shares remaining
subject to the Warrant. 2. Net Issuance. 2.1 Right to Convert. In addition to and without limiting the rights of
the Holder under the terms of this Warrant, the Holder shall have the right to
convert this Warrant (the Conversion Right) into shares of Common Stock as
provided in this Section 2 at any time or from time to time during the Exercise
Period. Upon exercise of the Conversion Right with respect to shares of Common
Stock subject to the Warrant (the Converted Warrant Shares), the Corporation
shall deliver to the Holder (without payment by the Holder of any exercise
price or any cash or other consideration) that number of shares of fully paid
and nonassessable Common Stock computed using the following formula: X
    
    =
    
    Y (A - B)AWhere
  X = the number of shares of Common Stock to be delivered to HolderY = the number of Converted Warrant SharesA = the fair market value of one share of the Corporations Common Stock
on the Conversion Date (as defined below)B = the per share exercise price of the Warrant (as adjusted to the
Conversion Date) No fractional shares shall be issuable upon exercise of the Conversion Right,
and if the number of shares to be issued determined in accordance with the
foregoing formula is other than a whole number, the Corporation shall pay to
the Holder an amount in cash equal to the fair market value of the resulting
fractional share on the Conversion Date (as defined below). Shares issued
pursuant to the Conversion Right shall be treated as if they were issued upon
the exercise of the Warrant. 2.2 Method of Exercise. The Conversion Right may be exercised by the
Holder by the surrender of the Warrant at the principal office of the Company
together with a written statement specifying that the Holder thereby intends to
exercise the Conversion Right and indicating the total number of shares under
the Warrant that the Holder is exercising through the Conversion Right. Such
conversion shall be effective upon receipt by the Company of the Warrant
together with the aforesaid written statement, or on such later date as is
specified therein (the Conversion Date). Certificates for the shares
issuable upon exercise of the Conversion Right shall be delivered to the Holder
promptly following the Conversion Date. 2




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2.3 Determination of Fair Market Value. For purposes of this Warrant, the
fair market value of a share of Common Stock on the Conversion Date shall mean: 2.3.1 If traded on a stock exchange, the fair market value of the Common
Stock shall be deemed to be the average of the closing selling prices of the
Common Stock on the stock exchange determined by the Board to be the primary
market for the Common Stock over the fifteen (15) trading day period ending on
the date prior to the Conversion Date, as such prices are officially quoted in
the composite tape of transactions on such exchange. 2.3.2 If traded over-the-counter, the fair market value of the Common
Stock shall be deemed to be the average of the closing bid prices (or, if such
information is available, the closing selling prices) of the Common Stock over
the fifteen (15) trading day period ending on the date prior to the Conversion
Date, as such prices are reported by the National Association of Securities
Dealers through its NASDAQ system or any successor system (or other recognized
source of quotations). 2.3.3 If there is no public market for the Common Stock, then the fair
market value shall be determined in good faith by the Board of Directors of the
Company; provided that if the exercise is in connection with a sale, lease,
transfer or conveyance of all or substantially all of the assets of the
Company, or a consolidation of the Company with, or merger of the Company with
or into, any person, then the fair market value shall be the value received in
respect of each share of Common Stock pursuant to such transaction. 3. Adjustments to Exercise Price and Number of Shares to be Issued upon
Exercise. The Exercise Price and the number and kind of shares of Common Stock
(or any shares of stock or other securities which may be) issuable upon the
exercise of this Warrant and the exercise price hereunder shall be subject to
adjustment from time to time upon the happening of certain events, as follows.
To the extent that this Section 3 provides for an increase in the Exercise
Price, the number of shares of Common Stock issuable upon exercise shall be
proportionately decreased. To the extent that this Section 3 provides for a
decrease in the Exercise Price, the number of shares issuable upon exercise
shall be proportionately increased. 3.1 Dividends, Distributions, Stock Splits or Combinations. If the
Company shall at any time or from time to time after the date hereof make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in each such event the exercise price
hereunder then in effect shall be decreased as of the time of such issuance or,
in the event such a record date shall have been fixed, as of the close of
business on such record date, by multiplying the exercise price hereunder then
in effect by a fraction: (a) the numerator of which shall be the total number
of shares of Common Stock (assuming the conversion of all outstanding
securities of the Company that are convertible into Common Stock and the
exercise of all options and warrants to purchase Common Stock) issued and
outstanding immediately prior to the time of issuance or the close of business
on such record date; and (b) the denominator of which shall be the total number
of shares of Common Stock (assuming the conversion of all outstanding
securities of the Company that are convertible into Common Stock and the
exercise of all options and warrants to purchase Common Stock) issued and
outstanding immediately after the time of issuance or the close of business on
such record date. If the Company shall at 3




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any time subdivide the outstanding shares of Common Stock, or if the
Company shall at any time combine the outstanding shares of Common Stock, then
the exercise price hereunder immediately shall be decreased proportionally (in
the case of a subdivision) or increased proportionally (in the case of a
combination). Any such adjustment shall become effective at the close of
business on the date the subdivision or combination becomes effective. 3.2 Reclassification or Reorganization. If the Common Stock issuable upon
the exercise of this Warrant shall be changed into the same or different number
of shares of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of
shares or stock dividend provided for in Section 3.1 above, or a
reorganization, merger, consolidation or sale of assets provided for in Section
3.3 below), then and in each such event the Holder shall be entitled to receive
upon the exercise of this Warrant the kind and amount of shares of stock and
other securities and property receivable upon such reorganization,
reclassification or other change to which a holder of the number of shares of
Common Stock issuable upon the exercise of this Warrant would have received if
this Warrant had been exercised immediately prior to such reorganization,
reclassification or other change, all subject to further adjustment as provided
herein. 3.3 Merger, Consolidation or Sale of Assets. If at any time or from time
to time there shall be a capital reorganization of the Common Stock (other than
a subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section 3) or a merger or consolidation of the Company with
or into another corporation, or the sale of all or substantially all of the
Companys assets and properties to any other person or entity, then as a part
of such reorganization, merger, consolidation or sale, provision shall be made
so that the Holder shall thereafter be entitled to receive upon the exercise of
this Warrant, the number of shares of stock or other securities or property of
the Company, or of the successor corporation resulting from such
reorganization, merger, consolidation or sale, to which a holder of the number
of shares of Common Stock issuable upon the exercise of this Warrant would have
received if this Warrant had been exercised immediately prior to such
reorganization, merger, consolidation or sale; provided, that, as a condition
to any merger, consolidation, or sale of substantially all of the assets of the
Company, the Company shall require that the surviving corporation assume in
writing the obligations pursuant to this Warrant. 3.4 Adjustment of Exercise Price for Dilutive Issuances. The Exercise
Price shall be subject to adjustment from time to time as follows: 3.4.1 For purposes of this paragraph 3.4, the following definitions shall
apply: A) Excluded Stock shall mean: (i) all shares of Common Stock issued and outstanding on the date of this
Warrant and all shares of Common Stock issued or issuable upon exercise of this
Warrant; (ii) all shares of Common Stock or other securities hereafter issued or
issuable to officers, directors, employees, scientific advisors or consultants
of the Company 4




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pursuant to any employee or consultant stock offering, plan or arrangement
approved by the majority of the members of the Board of Directors of the
Company; (iii) all shares of Common Stock or other securities hereafter issued in
connection with or as consideration for the acquisition or licensing of
technology approved by the majority of the members of the Board of Directors of
the Company; and (iv) all shares of Common Stock or other securities issued in connection
with equipment leasing or equipment financing arrangements approved by the
majority of members of the Board of Directors of the Company. A) Options means options to purchase or rights to subscribe for Common
Stock (other than Excluded Stock). B) Convertible Securities means securities by their terms convertible
into or exchangeable for Common Stock (other than Excluded Stock) and options
to purchase or rights to subscribe for such convertible or exchangeable
securities. C) Purchase Rights means Options and Convertible Securities. D) Dilutive Issuance means an issuance of Purchase Rights or Common
Stock, which is not Excluded Stock, without consideration or for a
consideration per share less than the then applicable Exercise Price.
Dilutive Issuance excludes any stock dividend, subdivision or split-up, stock
combination, dividend or transaction described in Sections 3.1, 3.2, and 3.3. 3.4.2 If the Company issues or is deemed to issue any Common Stock or
Purchase Rights in a Dilutive Issuance, the applicable Exercise Price in effect
after each such issuance shall be adjusted to a price equal to the following:
the applicable Exercise Price in effect immediately prior to the Dilutive
Issuance (the Old Exercise Price) multiplied by the quotient obtained by
dividing: A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding immediately
prior to the Dilutive Issuance plus the total number of shares of Common Stock
then issuable upon conversion of Convertible Securities and exercise of
outstanding options and warrants, plus (y) the number of shares of Common Stock which the consideration received
by the Company upon the Dilutive Issuance would purchase at such Old Exercise
Price, by B) the total number of shares of Common Stock outstanding immediately
after the Dilutive Issuance plus the total number of shares of Common Stock
issuable on conversion of Convertible Securities and exercise of outstanding
options and warrants. 5




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3.4.3 For purposes of any adjustment of the applicable Exercise Price
pursuant to Section 3.4.2 above, the following provisions shall be applicable: A) In the case of the issuance of Common Stock for cash, the consideration
shall be deemed to be the amount of cash paid therefor after deducting any
discounts or commissions paid or incurred by this corporation in connection
with the issuance and sale thereof. B) In the case of the issuance of Common Stock for a consideration in
whole or in part other than cash, the consideration other than cash shall be
deemed to be the fair market value thereof as determined in good faith and in
the exercise of reasonable judgment by the Board of Directors of the Company,
in accordance with generally accepted accounting principles; provided, however,
that if at the time of such determination, the Companys Common Stock is traded
in the over-the-counter market or on a national or regional securities
exchange, such fair market value as determined by the Board of Directors of the
Company shall not exceed the aggregate Current Market Price (as defined
below) of the shares of Common Stock being issued. C) In the case of the issuance of Purchase Rights in a Dilutive Issuance: 1) the aggregate maximum number of shares of Common Stock deliverable upon
exercise of Options shall be deemed to have been issued at the time such
Options were issued and for a consideration equal to the consideration
(determined in the manner provided in Section 3.4.3(A) and (B) above), if any,
received by the Company upon the issuance of such Options plus the minimum
purchase price provided for in such Options; 2) the aggregate maximum number of shares of Common Stock deliverable upon
conversion or exercise of or exchange for any Convertible Securities shall be
deemed to have been issued at the time such Convertible Securities were issued
and for a consideration equal to the consideration received by the Company for
any such Convertible Securities (excluding any cash received on account of
accrued interest or accrued dividends), plus the minimum additional
consideration, if any, to be received by the Company upon the conversion or
exchange of such Convertible Securities (determined in the manner provided in
Section 3.4.3(A) and (B) above); 3) on any change in the number of shares of Common Stock deliverable upon
exercise of any such Purchase Rights or on any change in the minimum purchase
price of such Purchase Rights, other than a change resulting from the
antidilution provisions of such Purchase Rights, the applicable Exercise Price
shall forthwith be readjusted to such Exercise Price as would have been
obtained had the adjustment made upon (x) the issuance of such Purchase Rights
not exercised, converted or exchanged prior to such change, as the case may be,
been made upon the basis of such change or (y) the issuance of options or
rights related to such securities not converted or exchanged prior to such
change, as the case may be, been made upon the basis of such change; and 6




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4) on the expiration of any Purchase Rights, the applicable Exercise Price
shall forthwith be readjusted to such Exercise Price as would have obtained had
the adjustment made upon the issuance of such Purchase Right been made upon the
basis of the issuance of only the number of shares of Common Stock actually
issued upon the exercise of such Purchase Rights. 3.4.4 All calculations under this Section 3.4 shall be made to the nearest
cent or to the nearest one hundredth (1/100) of a share, as the case may be. 3.4.5 For the purpose of any computation pursuant to this Section 3.4, the
Current Market Price at any date of one share of Common Stock, shall be
deemed to be the average of the highest reported bid and the lowest reported
offer prices on the preceding business day as reported by Nasdaq (or other
recognized source of quotations); provided, however, that if the Common Stock
is not traded in such manner that the quotations referred to in this clause
3.4.5 are available for the period required hereunder, Current Market Price
shall be determined in good faith and in the exercise of reasonable judgment by
the Board of Directors of the Company. 3.4.6 No adjustment in the Exercise Price need be made if such adjustment
would result in a change in the Exercise Price of less than $0.01. Any
adjustment of less than $0.01 which is not made shall be carried forward and
shall be made at the time of and together with any subsequent adjustment which,
on a cumulative basis, amounts to an adjustment of $0.01 or more in the
Conversion Price. 3.4.7 Any notice required by the provisions of this Section 3.4 to be
given to the holder of Warrants shall be deemed given if deposited in the
United States mail, postage prepaid, and addressed to each holder of record at
such holders address appearing on the books of the Company. 3.5 Notice of Adjustments and Record Dates. Whenever the Exercise Price
or the number of shares of Common Stock purchasable hereunder shall be adjusted
pursuant to this Section 3 (or otherwise), the Company shall promptly notify
the Holder in writing of each adjustment or readjustment of the Exercise Price
hereunder and the number of shares of Common Stock (or any shares of stock or
other securities which may be) issuable upon the exercise of this Warrant.
Such notice shall state the adjustment or readjustment and show in reasonable
detail the facts on which that adjustment or readjustment is based. Upon (i)
any taking by the Company of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution, or (ii) any acquisition or other capital
reorganization of the Company, any reclassification or recapitalization of the
capital stock of the Company, any merger or consolidation of the Company with
or into any other corporation, or any sale of all or substantially all of the
assets or any voluntary or involuntary dissolution, liquidation or winding up
of the Company, the Company shall mail to each holder of this Warrant at least
fifteen (15) days prior to the record date specified therein (or such shorter
period approved by a majority in interest of the holders of this Warrant) a
notice specifying (A) the date on which any such record is to be taken for the
purpose of such dividend or distribution and a description of such dividend or
distribution, (B) the date on which any such acquisition, reorganization,
reclassification, transfer, consolidation, merger, asset sale, dissolution,
liquidation or winding up is expected to become 7




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effective, and (C) the date, if any, that is to be fixed as to when the
holders of record of Common Stock (or other securities) shall be entitled to
exchange their shares of Common Stock (or other securities) for securities or
other property deliverable upon such acquisition, reorganization,
reclassification, transfer, consolidation, merger, asset sale, dissolution,
liquidation or winding up. 4. Nonassessable; Reservation of Shares. The Company covenants that all
shares of Common Stock which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the rights represented by
this Warrant, be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer requested by the Holder occurring contemporaneously
with such issue). During the period within which the rights represented by
this Warrant may be exercised, the Company shall at all times have authorized
and reserved for issuance sufficient shares of Common Stock to provide for the
exercise of the rights represented by this Warrant. 5. Replacement of Warrant. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver to the Holder, in lieu thereof, a new Warrant
of like tenor. 6. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax or other incidental expense in respect
of the issuance of such certificate, all of which taxes and expenses shall be
paid by the Company. 7. No Rights or Liability as a Shareholder. This Warrant does not entitle
the Holder hereof to any voting rights or other rights as a shareholder of the
Company. No provisions hereof, in the absence of affirmative action by the
Holder to purchase Common Stock, and no enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder as a
shareholder of the Company. 8. No Impairment. The Company will not, by any voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may be necessary to protect the rights of the
Holder of this Warrant against the impairment of Holders right to exercise
this Warrant for the shares of Common Stock indicated above and giving effect
to the adjustments required under Section 5. 9. Miscellaneous. 9.1 Transfer of Warrant. This Warrant shall be transferable in accordance
with the provisions of Section 2(f) of the Securities Purchase Agreement (the
terms of which are incorporated herein by this reference) by and among the
Company, the Holder and certain other Buyers (as such term is defined in such
Securities Purchase Agreement). 8




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9.2 Successors and Assigns. Subject to the provisions of Sections 9.1 and
9.2, this Warrant and the rights evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the permitted successors
and assigns of the Holder hereof. The provisions of this Warrant are intended
to be for the benefit of the Holder and shall be enforceable by such Holder. 9.3 No Impairment. The Company shall not by any action, including,
without limitation, amending its charter documents or through any
reorganization, reclassification, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder against impairment. Without limiting the
foregoing, the Company shall take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Warrant,
free and clear of all liens, and shall use its best efforts to obtain all such
authorizations, exemptions, or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant. 9.4 Titles and Subtitles. The titles and subtitles used in this Warrant
are for convenience only and are not to be considered in construing or
interpreting this Warrant. 9.5 Notices. Any notice required or permitted under this Warrant shall be
sufficiently given or made if in writing and will be deemed to have been
delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
(1) business day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed as follows: (a) if to the Holder of this Warrant, at its last known address
appearing on the books of the Company maintained for such purpose; (b) if to the Company: Protalex, Inc.
P.O. Box 30952
Albuquerque, NM 87190
Telephone: (505) 243-8220
Facsimile: (505) 243-8015
Attention: President 9




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with a copy to: Luce, Forward, Hamilton & Scripps LLP
600 West Broadway, Suite 2600
San Diego, California 92101
Telephone: (619) 236-1414
Facsimile: (619) 232-8311
Attention: Otto E. Sorensen, Esq. 9.6 Attorneys Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to reasonable attorneys fees, costs and disbursements in addition to
any other relief to which such party may be entitled. 9.7 Amendments and Waivers. Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or
in a particular instance and either retroactively or prospectively), with the
written consent of the Company and a majority in interest of the Holders of the
Warrants; provided that any such amendment that adversely affects the Holder in
a manner differently from the other holders of Warrants shall require the
separate consent of the Holder and the Company. Any amendment or waiver
effected in accordance with this Section 9.7 shall be binding upon the Holder
of this Warrant (and of any securities into which this Warrant is convertible),
each future Holder of all such securities, and the Company. The Holder
acknowledges that by the operation of this Section 9.7, the holders of a
majority in interest of the Notes will have the right and power to diminish or
eliminate certain rights of the Holder under this Agreement. The foregoing
shall not limit or otherwise affect the Holders right to waive any of such
Holders rights hereunder with respect to itself without obtaining the consent
of any other holders of Warrants. 9.8 Remedies. The Holder of this Warrant, in addition to being entitle to
exercise its rights granted by law, including recovery of damages, shall be
entitled to specific performance of its rights provided under this Warrant.
The Company agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this Warrant
and hereby agrees, in and action for specific performance, to waive the defense
that a remedy at law would be adequate. 9.9 Severability. If one or more provisions of this Warrant are held to
be unenforceable under applicable law, such provision shall be excluded from
this Warrant and the balance of the Warrant shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms. 9.10 Governing Law. This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of California, without giving
effect to its conflicts of laws principles. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 10




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9.11 Counterparts. This Warrant may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Date: September 18, 2003
    
    PROTALEX, INC., a New Mexico corporationBy:Steven Kane,President and Chief Executive Officer
 ACKNOWLEDGED AND AGREED:By:[Signature][Printed name][Title (if warrantholder not individual)]
 11




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SCHEDULE 1
FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant) To:     PROTALEX, INC. The undersigned, the Holder of the Warrant attached hereto, hereby
irrevocably elects (i) to exercise the purchase rights represented by such
Warrant for, and to purchase thereunder,                     * shares of Common Stock
of Protalex, Inc., and herewith makes payment of $                    therefor, or
(ii) elects to purchase                                shares of Common Stock of Protalex, Inc.,
pursuant to non-cash conversion of the Warrant as provided in Section 2 of the
Warrant, and requests that the certificates for such shares be issued in the
name of, and delivered to                                       , whose address is
                                                                            . (Signature must conform in all respects to
name of the Holder as specified on the face
of the Warrant)(Print Name)(Address)
  Dated:
    ____________________  *
    
    Insert here the number of shares as to which the Warrant is being exercised. SEHEDULE 1




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SCHEDULE 2 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned holder of the attached Warrant hereby
sells, assigns and transfers unto                     whose address is
                   
                                       and whose taxpayer identification number is
                    the undersigneds right, title and interest in and to the
Warrant issued by Protalex, Inc., a New Mexico corporation (the Company) to
purchase                                shares of the Companys Common Stock, and does hereby
irrevocably constitute and appoint                                        attorney to
transfer said Warrant on the books of the Company with full power of
substitution in the premises. In connection with such sale, assignment, transfer or other disposition of this
Warrant, the undersigned hereby confirms that: o
    
    such sale, transfer or other disposition may be effected
without registration or qualification (under the Securities
Act as then in effect and any applicable state securities law
then in effect) of this Warrant or the shares of Common Stock
issuable thereunder and has attached hereto a written opinion
of such Holders counsel to that effect; oro
    
    such sale, transfer or other disposition has been registered
under the Securities Act of 1933, as amended, and registered
and/or qualified under all applicable state securities laws.
 (Date)(Signature)Signature must correspond in all
respects with the name as written
upon the face of the Warrant in
every particular without alteration
or any change whatever.
 SEHEDULE 1