Exhibit 10.9

                        Pembroke Financial Partners, LLC
                         4550 Post Oak Place, Suite 119
                                Houston, TX 77027
                      Tel: 713/961-0534; Fax: 713/961-0574
                                   Member NASD



July 9, 2001

Mr. John Doherty
President
Protalex, Inc.
P.O. Box 30952
Albuquerque, NM 87190

PERSONAL AND CONFIDENTIAL

RE:  Letter Agreement

Dear John,

We are  pleased to submit  this Letter  Agreement,  which is based upon  current
market conditions,  information provided about Protalex,  Inc. (the Company) and
other  considerations,  pursuant to which Pembroke Financial Partners,  LLC (the
"Placement  Agent" or "Pembroke"),  proposes to effect a "best efforts"  private
distribution  of Common Stock of the Company ("the  Offering")  for a minimum of
$675,000  to a  maximum  of  $1,125,000.  The  Offering  shall  be made  only to
"Accredited  Investors" as same is defined  pursuant to Rule 501 of Regulation D
of the SEC Act of 1933.

This letter is to set forth mutual understandings of the Placement Agent and the
Company (the "parties") with regard to the proposed offering so that the parties
may  proceed in good  faith  with the  completion  of the  necessary  disclosure
materials,  such as private placement offering,  business and financial plan and
related documents.

1.   Amount of Private Offering: Approximately $675,000 to $1,125,000.

2.   Term of the Offering:  Unless the Offering is extended pursuant to SEC Rule
     10b-9 and the offering  documents are stickered  accordingly to reflect the
     new termination date of the Offering,  the Offering shall terminate 90 days
     from the date it initially becomes effective. The Company further agrees to
     be in compliance with SEC Rule 10b-9 in the event the terms of the offering
     are changed or  otherwise  amended;  further,  the  Company  shall take all
     reasonable steps appropriate in order for the Placement Agent to reasonably
     insure the Company's compliance with SEC Rule 10b-9.

3.   Pre-Offering  Capitalization:  The  Offering  is a "best  efforts"  private
     placement and is based on the  understanding  that no more than  10,846,935
     shares  of  Common  Stock  of  the  Company  are  issued  with   10,608,435
     outstanding  (calculated on a fully diluted basis) along with an additional
     238,500  shares of Common  Stock of the Company  held in the treasury as of
     the effective date of this proposed  Offering;  subject to the changes that
     are approved in advance by the Placement Agent.

4.   The Offering Price:  Subject to market and other  conditions at the time of
     the  private  offering,  we  estimate  that the shares will be offered at a
     price per share of $1.15 to $1.50,  or such other  price as is agreed to by
     the parties.

5.   Registration  Rights:  The  Company  agrees  to file  with  the SEC and use
     reasonable  best  efforts  to  cause to  become  effective  a  registration
     statement  registering  for  resale the shares  included  in this  Offering
     within 90 days of the closing of this Offering.

6.   Escrow  Account:  All  investor  funds  received  pursuant to the  proposed
     Offering  shall be made payable to the Escrow  Account.  All investor funds
     (checks or bank wire)  received by the Company or Placement  Agent pursuant
     to the  proposed  Offering  shall  immediately  be  delivered  to an Escrow
     Account  at  Wells  Fargo  Bank  New  Mexico  in  Albuquerque,  New  Mexico
     established  exclusively for this Offering.  Any checks made payable to the
     Company  shall  be  immediately  endorsed  by  the  Company  direct  to the
     appropriate  Escrow  Account and  forward  same to the  appropriate  Escrow
     Account for Deposit. In the case of a bank wire made payable to the company
     instead of to the appropriate  Escrow Account,  such  transaction  shall be
     returned to sender with correct wire transfer  instructions.  The Placement
     Agent on behalf of the Company shall notice any  prospective  investor,  or
     customer   of  the  error  in   payment   on  the  check  and   direct  the
     investor/customer to make all payments to the appropriate Escrow Account.

          Pursuant to SEC Rule  15c2-4,  all  investor  funds held in the Escrow
          Account  received in accordance  with the proposed  Offering  shall be
          released to the Company only after all contingencies  specified in the
          proposed Offering have been met.  Further,  all investor funds will be
          promptly  returned to the purchasers in the event the minimum offering
          is not reached by the termination  date of the Offering.  The Offering
          shall be  terminated  in  accordance  with the  provisions of SEC Rule
          10b-9,  unless  the  Offering  is  otherwise  extended,  prior  to the
          termination  date, by express  written consent of all purchasers as of
          the date of  termination.  Further,  any  requests for  permission  to
          extend  which  shall be given to  purchasers,  shall also  include the
          ability for the investor to terminate his/her purchase of the Offering
          and to receive a refund of his/her investment.

7.   Placement Agent's  Compensation:  Placement Agent discounts and commissions
     (the "spread") shall be zero percent (0%) of the aggregate  Offering Price.
     Thus none of the  proceeds of the  Offering  shall be payable to  Placement
     Agent as a commission or fee. However,  the Company shall pay the Placement
     Agent  for all  out of  pocket  expenses  incurred  in  connect  with  this
     Offering.  The  Company's  obligation to reimburse  all  reasonable  out of
     pocket  expenses is due on demand by the Placement  Agent without regard to
     the  success or failure of the  closing of the  Offering.  In no case shall
     these expenses exceed $15,000  without prior approval of the Company;  such
     approval will not be unreasonably withheld.

8.   Placement  Agent's  Warrants:  The Company  shall  deliver to the Placement
     Agent  at  both  the  initial  and  final  closing  of  the  Offering  (the
     "Closings"), warrants ("Placement Agent Warrants") to purchase Common Stock
     of the Company in an amount equal to ten percent (10%) of the Shares in the
     Offering.  The Placement Agent's Warrants shall be exercisable for a period
     of ten years  commencing  on the date of the final  closing of the Offering
     (the  "Effective  Date") and shall be  exercisable  at a price equal to the
     offering price of the Shares. Such Placement Agent's Warrants shall contain
     customary  anti-dilution  provisions  satisfactory to the Placement  Agent,
     including capital structure and price protection anti-dilution for issuance
     of Common Stock or Common Stock  equivalents at a price per share less than
     the offering  price  (excluding  common stock and stock  options  currently
     outstanding  or issued,  and an agreed upon number of Employee Stock Option
     Plans shares).  The Placement Agent's Warrants shall be transferable to the
     extent permitted by the NASD (National  Association of Securities  Dealers)
     and  applicable   State  Law.  Subject  to  SEC  (Securities  and  Exchange
     Commission) and NASD approval, if required,  the Placement Agent's Warrants
     shall  include a net  exercise  provision  (the "Net  Exercise  Provision")
     permitting  the holder(s) to pay the exercise  price by  cancellation  of a
     number of shares with a fair market value equal to the exercise  price.  At
     such time the Company  shall file a new  Registration  Statement,  it shall
     afford the holders of the  Placement  Agent's  Warrants and the  underlying
     Common Stock an opportunity  to include the underlying  Common Stock in any
     such  registration  statement or amendments,  unless all of such underlying
     Common  Stock  held by the  holder(s)  can be sold  under Rule 144 during a
     three-month period without registration through the use of the Net Exercise
     Provision. In addition, at any time after the Effective Date and within the
     following  ten year  period,  the  holders of a majority  of the  Placement
     Agent's  Warrants  shall  have the  right to  require  the  Company  at the
     Company's   expense,   including  expenses  in  connection  with  blue  sky
     qualifications,  to prepare and file one  registration  statement  so as to
     permit the public  offering of the Common Stock  underlying  the  Placement
     Agent's  Warrants,  unless all of such underlying  Common Stock can be sold
     under Rule 144 during a three month period without Registration through the
     use of the Net Exercise Provision. The Company shall keep such registration
     statement  current  until at least  the  earlier  of (a) the date  that all
     Common stock underlying the Placement  Agent's Warrants and included in the
     registration  statement has been sold, or (b) expiration of one hundred and
     twenty (120) days from the effective date of the registration statement.

9.   Expenses:  The Company  shall pay  directly:  (i) all  expenses  (including
     listing  fees,  if necessary,  filing fees to the National  Association  of
     Securities  Dealers,  transfer  taxes,  if any, and fees of its counsel) in
     connection  with  the  delivery  to the  Placement  Agent  of the  offering
     documents in connection with the Offering;  (ii) all expenses in connection
     with the  preparation,  printing,  filing,  delivering  and shipping of the
     Offering  and  Disclosure  Statement  and  any  amendments  or  supplements
     thereto,  (including all exhibits thereto),  each preliminary and the final
     Offering  and  Disclosure  Statement  and  any  amendments  or  supplements
     thereto,  and any  Placement  Agent  related  documents,  if any; and (iii)
     filing fees and expenses including counsel fees,  incurred by the Placement
     Agent in connection with the qualification of the Common Stock for offering
     and sale by the Placement  Agent or by dealers under the securities of Blue
     Sky Laws of the states  which the  Placement  Agent shall  designate.  Such
     expenses  as  incurred  and set forth  above  shall be paid by the  Company
     irrespective of the closing of the Offering.

10.  Conditions Representations and Covenants: The Company represents,  warrants
     and further covenants that:

a)   The Company  represents  that it has filed an audited 10-KSB for the fiscal
     year ended May 31, 2000 and the latest quarterly or other interim financial
     statements  as  may  be  required  pursuant  to SEC  rules.  The  Financial
     statements  fairly  reflect the financial  condition of the Company and the
     results of its  operations  at a time and for the  periods  covered by such
     financial  statements  in  accordance  with  GAAP and SEC  rules,  and such
     statements will be substantially as heretofore represented to the Placement
     Agent.
b)   The Company does not know of any facts adversely  affecting its earnings or
     prospects, which have not been fully disclosed to the Placement Agent as of
     initial filing or delivery and up to the effective date of the Offering and
     Disclosure Statement.
c)   The  Company  shall  prepare,  execute  and file where  required a mutually
     agreed upon Offering and Disclosure  Statement for the private placement of
     shares to accredited investors only.
d)   The Company has prepared  and  delivered  to the  Placement  Agent its most
     recent financial statements and projections  constituting its best estimate
     of revenues,  loss and cash flow and agrees to update those  estimates on a
     monthly  basis  to the  date  of the  Offering  and  Disclosure  Statement,
     identifying uses of the proceeds to be received in the Offering  reasonably
     acceptable to the Placement Agent.
e)   Prior to the  effective  date of the  Offering  and  Disclosure  Statement,
     except as approved by the Placement  Agent,  the Company will not incur any
     material  obligations or transactions  other than in the ordinary course of
     business and that shall not be any material  adverse  changes in condition,
     business, prospects or management of the Company.
f)   The Company  agrees to provide  Pembroke with the right of first refusal on
     any subsequent private and or public offering of securities for a period of
     5 years subsequent to the Effective Date of the Offering.  Any such Private
     or Public Secondary Offerings will be pursuant to an underwriting agreement
     consistent with those typically employed by major bracket underwriters, and
     the  transaction  fee will, be consistent with the gross spreads charged by
     major bracket underwriters for recent similar Public and Private Offerings.
g)   The  Company at the  recommendation  of the  Placement  Agent will hire the
     appropriate legal and financial counsel that will assist the Company in the
     normal  preparation  of the required  documents  for the  underwriting,  as
     deemed  necessary.  Said  counsel  must have a track  record of having done
     numerous  underwritings  and have  sufficient  support staff to support the
     underwriting.
h)   In the event that the Company becomes party to another  transaction arising
     out of or in connection with the Placement Agent as financial advisor,  the
     Company agrees to pay the Placement  Agent a fee consistent with the market
     for such services as provided by nationally  recognized  investment banking
     firms.
i)   The  Company  will make best  efforts to meet the agreed  upon  operational
     goals as outlined in the Offering and Disclosure Statement.

11.  Legally  Binding:  In addition to the  provision of Paragraphs 4 and 6, the
     Company and the Placement Agent agree that the following  provisions  shall
     be legally binding on the Company.

a)   The Company acknowledges its responsibility for the specified expense items
     set for the in the enumerated  paragraphs 7 and 9 above without  regards to
     the closing of the Offering.
b)   In the event that the contemplated Offering is abandoned by the Company, or
     if there is a material adverse change in the Company's business,  financial
     condition,  results of operations or prospects,  or if the Placement  Agent
     discovers,  in  the  course  of  its  due  diligence,   material  facts  or
     circumstances which render the contemplated Offering impracticable, then in
     any of such events, the Company shall reimburse the Placement Agent for all
     its  out-of-pocket  expenses  incurred in  connection  with this  Offering,
     including but not limited to, the fees of Placement Agent's Counsel.
c)   In addition, if prior to the Effective Date of the Offering, the Company is
     acquired, merges, sells all or substantially all of its assets or otherwise
     effects a corporate  reorganization with any other entity that as a result,
     the Offering contemplated hereby is abandoned by the Company, the Placement
     Agent  shall  be  entitled  to  receive  from the  Company  a cash fee upon
     completion  of such  transaction  of  $50,000;  such  cash fee  shall be in
     addition to payment for expenses and fees as discussed in  paragraphs 7 and
     9 above.  In addition,  the  Placement  Agent shall also be entitled to all
     Placement  Agent  Warrants  that would have been  delivered as discussed in
     paragraph 8 above.
d)   Following  execution of this letter, the parties will cause their officers,
     employees,  counsel, agents, accounts, and other representatives working on
     the  Offering to  cooperate  with each other with  respect to the  Offering
     until the Offering is consummated or negotiations  with respect thereto are
     terminated.
e)   Following execution of this document,  until the Offering is consummated or
     negotiations  with respect thereto are terminated,  the Company will afford
     to the offerees,  employees, counsel, agents, and accounts of the Placement
     Agent  working  on the  Offering  free  and  full  access  to  its  plants,
     properties,  books and records,  will permit them to make extracts from and
     make copies of such books and  records,  and will from time to time furnish
     that with such additional financial operating data and other information as
     to its financial condition,  results of operations,  business,  properties,
     assets,  liabilities  or  future  prospects  as they  from time to time may
     request.  The Company will cause its independent  certified public accounts
     to make  available to the Placement  Agent the work papers  relating to any
     audit of its financial statements in the last two years.

If the  foregoing  correctly  sets forth our  understanding,  kindly sign at the
place indicated below and return an executed copy of this Letter Agreement.

Sincerely,


BY: PEMBROKE FINANCIAL PARTNERS, LTD



William M. Hitchcock                                 James Alan Townsend
--------------------                                 -------------------
William M. Hitchcock                                 James Alan Townsend
Managing Partner                                     Managing Partner



         ACCEPTED AND AGREED TO:

By:      Protalex, Inc.


         John E. Doherty
         ---------------
         John E. Doherty, President