NON-QUALIFIED STOCK OPTION AGREEMENT

     This Non-Qualified Stock Option Agreement  ("Agreement") is effective as of
the  _____________  day of _____________  ("Effective  Date") between  Protalex,
Inc.,  a New  Mexico  corporation,  with  its  principal  place of  business  in
Albuquerque, New Mexico ("Company"), and _____________ ("Optionee"), and is made
with reference to the following facts:

     A. The Company  desires to provide an incentive  to and to encourage  stock
ownership by Optionee,  so that Optionee may acquire a  proprietary  interest in
the success of the Company,  and to encourage (a) Optionee to remain a member of
the Board of Directors of the Company (the  "Board")/  (b)  (Employee) to expand
and improve the profits and prosperity of the Company.

     B.       Optionee is a (a) member of the Board (b)employee.

     C.       This Agreement shall be administered by the Board.


     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
promises contained herein, the Company and Optionee agree as follows:

1. Grant of Option.  The Company hereby grants to Optionee the right,  privilege
and option ("Option") to purchase ____________(#)_shares of the Company's common
stock ("Shares") at ___________($)__per  Share ("Exercise Price"), in the manner
and subject to the conditions provided in this Agreement.

2. Vesting and Time of Exercise of Option.  Subject to the provisions of Section
6, the Option shall vest in Optionee, and may be exercised by Optionee as to any
or all of the Shares,  as follows:  (%) of the Shares shall vest  immediately on
the date hereof.

3. Method of Exercise.

3.1.  Exercise  Notice.  The Option shall be  exercised,  in whole or in part by
written  notice to the  Company (in the form  attached  hereto as Exhibit A, the
"Exercise  Notice")  by Optionee  or  successor  (except in the event of death),
stating the number of Shares with respect to which the Option is being exercised
and designating a time for the delivery thereof  ("Exercise  Date"),  which time
shall be at least  thirty (30) days after the giving of such  notice,  unless an
earlier date shall have been mutually agreed upon. In the event the Option shall
be exercisable by any person other than Optionee, the required notice under this
Section  3.1  shall be  accompanied  by  appropriate  proof of the right of such
person to exercise the Option.

3.2. Delivery of Shares. Subject to the terms of this Agreement, on the Exercise
Date and against  delivery to the Company of the Exercise  Price as set forth in
Section 3.3, the Company shall  deliver to Optionee at the  principal  office of
the Company,  or such other  appropriate place as may be mutually agreed upon, a
certificate or  certificates  for such Shares (out of previously  authorized but
unissued  Shares or acquired or  reacquired  Shares,  as the Company may elect).
Notwithstanding  the  foregoing,  the  Company  may  postpone  delivery  of  any
certificate or certificates  after notice of exercise for such reasonable period
as may be required to comply with any  applicable  listing  requirements  of any
securities  exchange.  In no event,  however,  shall the  Company be required to
issue fractional Shares.

3.3.  Medium and Time of Payment.  The  Exercise  Price shall be payable in full
upon any exercise of the Option by certified or bank  cashier's  check,  or such
other form of payment the Company agrees to accept.

4.  Relationship  with the Company and Investment  Intent.  The Optionee  hereby
makes the following  representations  and warranties with the understanding that
the Company will rely upon them in order to grant the Option pursuant to certain
exemptions  provided  under the New Mexico  Statutes and the  Securities  Act of
1933, as amended (the "Act"):

4.1. he Optionee either:

(a) has a preexisting personal or business  relationship with the Company or any
of its officers,  directors or  controlling  persons of a nature and duration as
would allow the Optionee to be aware of the character,  business acumen, general
business and financial  circumstances  of the Company or of the person with whom
such relationship exists; or

(b) by  reason  of the  Optionee's  business  or  financial  experience,  or the
business or financial experience of the Optionee's  professional  advisor(s) who
is (are)  unaffiliated  with and is (are) not  compensated by the Company or any
affiliate  or selling  agent of the  Company,  directly or  indirectly,  has the
capacity to protect the Optionee's  interests in connection with the purchase of
the Options of the Company and Shares issuable upon the exercise thereof.

(c) Under either of the above two cases (either a (a) or (b)),  the Optionee has
such knowledge and  experience in financial and business  matters that he or she
is capable of evaluating the merits and risks of the prospective investment.

4.2. The Optionee  acknowledges  that the  Optionee has had the  opportunity  to
obtain  and  review  all  information  from  the  Company  necessary  to  make a
reasonably  informed  investment  decision  and  that the  Optionee  has had all
questions  asked of the Company  answered to the reasonable  satisfaction of the
Optionee.

4.3. The Optionee  acknowledges  that an investment in the Company  represents a
speculative  investment  and a high degree of risk. The Optionee is able to bear
the  economic  risk of his or her  investment  in the  Options  and  the  Shares
issuable upon exercise thereof.

4.4. The Option and the Shares  issuable upon exercise  thereof will be acquired
by the Optionee for investment  only,  for the  Optionee's own account,  and not
with a view to or for sale in connection with any  distribution of the Option or
Shares issuable upon exercise thereof.

4.5. The Optionee  understands and  acknowledges  that the Shares have not been,
and will not be,  registered  under the Act, or  qualified  under the New Mexico
Securities  Act of 1986.  The Optionee  understands  and  acknowledges  that the
Shares  may  not  be  sold  without   compliance  with  the   registration   and
qualification  requirements  of federal and  applicable  state  securities  laws
unless  exemptions from such laws are available.  The Optionee  understands that
the  certificate  representing  the Shares  shall bear the  legends set forth in
Section 9 of this Agreement.

4.6.  The grant of Options for Shares and the  exercise of the Options  have not
been   accompanied  by  the   publication  of  any   advertisement   or  general
solicitation.

4.7. The  Optionee  will not take,  or cause to be taken,  any action that would
cause the Optionee,  or any entity or person affiliated with the Optionee, to be
deemed an underwriter with respect to the Option or the Shares.

4.8. The Optionee is a resident of the State of ______________.

4.9. The Optionee  understands  and agrees that,  at the time of exercise of any
part of the Option for  Shares,  the  Optionee  may be  required  to provide the
Company with additional representations,  warranties and/or covenants similar to
those  contained  in this  Agreement.  The  Optionee  will  notify  the  Company
immediately  of any change in the  representations  made in this  Section 4 that
occurs before the Option is exercised in full by the Optionee.

4.10.  No person will be entitled to commission  or other  remuneration  for the
solicitation or sale of the Options.

5.  Restrictions  on Exercise and Delivery.  Any exercise of the Option shall be
subject to the condition  that, if at any time the Company shall  determine,  in
its discretion,

5.1. the satisfaction of any withholding tax or other withholding liabilities is
necessary or desirable as a condition of, or in connection  with,  such exercise
or the delivery or purchase of Shares pursuant thereto,

5.2. the listing,  registration, or qualification of any Shares deliverable upon
such  exercise is desirable or  necessary,  under any state or federal law, as a
condition of, or in connection  with,  such exercise or the delivery or purchase
of Shares pursuant thereto, or

5.3. the consent or approval of any regulatory body is necessary or desirable as
a condition of, or in connection with, such exercise or the delivery or purchase
of Shares pursuant  thereto,  then in any such event, such exercise shall not be
effective unless such withholding, listing, registration, qualification, consent
or approval  shall have been  effected or obtained  free of any  conditions  not
acceptable to the Company.  Optionee shall make arrangements satisfactory to the
Company to enable the  Company to effect or obtain  such  withholding,  listing,
registration,  qualification,  consent or approval.  Neither the Company nor any
officer or  director,  or member of the Board,  shall  have any  liability  with
respect  to the  non-issuance  or  failure  to sell  Shares as the result of any
suspensions of exercisability imposed pursuant to this Section.

6. Termination of Option.  Except as otherwise  provided in this Agreement,  the
Option granted under this  Agreement,  to the extent not  previously  exercised,
shall  terminate  forthwith  upon the  first  to  occur of any of the  following
events:

6.1. the dissolution or liquidation of the Company;

6.2.______(#) years from the Effective Date;

6.3.the breach by Optionee of any provision of this Agreement;

6.4.  immediately  upon the  occurrence  of any event giving rise to  Optionee's
cessation of providing  services to the Company for "cause"  ("cause" shall mean
Optionee's   personal   dishonesty,   misconduct,   breach  of  fiduciary  duty,
incompetence,   intentional  failure  to  perform  stated  obligations,  willful
violation of any law, rule,  regulation or final cease and desist order,  or any
material  breach of any  provision  of this  Agreement  or any  other  agreement
between Optionee and the Company); or

6.5. six (6) months after Optionee's death, in which event the person or persons
to whom the rights of Optionee  hereunder shall pass may exercise such Option to
the extent  that  Optionee,  had  Optionee  lived,  would have been  entitled to
exercise such Option on the date of Optionee's death.

7. Nontransferability of Option. The Option shall not be sold, pledged, assigned
or  transferred  in any manner  other than by will or by the laws of descent and
distribution,  and may be  exercised  during the  lifetime of  Optionee  only by
Optionee.  Any transfer by Optionee of any Option  granted under this  Agreement
shall void such Option,  and the Company shall have no further  obligation  with
respect to such Option.  No Option shall be pledged or  hypothecated in any way,
nor shall any Option be subject to execution, attachment or similar process.

8. Restrictions on Transfer of Shares.  Optionee  represents and warrants to the
Company that Optionee  understands  that, as of the date of this Agreement,  the
Shares have not been registered  under the Act or qualified under any applicable
state  securities or "blue sky" laws,  and the Shares must be held  indefinitely
unless subsequently  registered and qualified thereunder or exemptions from such
registration and  qualification are available.  Optionee further  represents and
warrants  to the  Company  that  Optionee  will not  transfer  any of the Shares
acquired  hereunder in violation of the provisions of any applicable  securities
statute or regulation or the provisions of this Agreement. Optionee acknowledges
that the Company has made no agreements,  covenants or  undertakings  whatsoever
(i) to  register or qualify  any of the Shares  under the Act or any  applicable
state  securities laws or (ii) about the availability of any exemption under the
Act  (including  the  availability  of  Rule  144  promulgated   thereunder)  or
applicable  state  securities laws.  Optionee also  acknowledges  that currently
there is no  public  market  for the  Shares  and that  such a market  may never
develop.

9.  Restrictive  Legends.   Certificates  representing  Shares  shall  bear  the
following legends giving notice of restrictions on transfer as follows:

9.1. THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED OR TRANSFERRED
IN A TRANSACTION  WHICH WAS NOT REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXEMPTION AFFORDED BY SUCH ACT. NO SALE OR TRANSFER
OF THESE SHARES SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND
THE ISSUER  SHALL NOT BE  REQUIRED  TO GIVE ANY  EFFECT TO ANY SUCH  TRANSACTION
UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR (B)
THE ISSUER SHALL HAVE FIRST  RECEIVED AN OPINION OF COUNSEL  SATISFACTORY  TO IT
THAT SUCH REGISTRATION IS NOT REQUIRED.

9.2. THE SALE, TRANSFER, HYPOTHECATION, OR ENCUMBRANCE OF THE SHARES REPRESENTED
BY THIS  CERTIFICATE  IS RESTRICTED BY THE PROVISIONS OF A  NON-QUALIFIED  STOCK
OPTION AGREEMENT DATED THE  ______________,  A COPY OF WHICH MAY BE INSPECTED AT
THE COMPANY'S PRINCIPAL OFFICE.

9.3.  Any other  legends  required  by  applicable  state  securities  laws,  as
determined by the Company and its counsel.

10.  Rights  as   Shareholder.   Neither   Optionee  nor  Optionee's   executor,
administrator,  heirs or legatees shall be, or have any rights or privileges of,
a  shareholder  of the  Company  in  respect  of the  Shares,  unless  and until
certificates  representing  such Shares  shall have been issued  pursuant to the
terms of this Agreement.

11. Repurchase  Option.  The Company shall have the right to purchase all Shares
held by Optionee or any  unexercised  Option held by  Optionee,  which have been
obtained  pursuant to this  Agreement,  together with any rights,  securities or
additional  stock that has been  received  pursuant to a stock  dividend,  stock
split,  reorganization or other similar  transaction that has been received as a
result of Optionee's Option or Shares acquired pursuant thereto in the event (i)
Optionee  terminates his or her membership on the Board,  or (ii) the Company so
elects,  in the event of a Capital  Transaction  (as defined in Section 13). The
price  paid for any  unexercised  option  or  Shares  shall be the value of such
Option or Shares as determined  under this Section 11. The value assigned to any
Option shall be the fair market value (as  determined  under this Section 11) of
the Shares as to which it is  exercisable  reduced by the  exercise  price.  The
parties  shall first  negotiate  in good faith to reach an  agreement  as to the
value of the Option or Shares.  Absent an agreement within thirty (30) days, the
parties  shall  select one  appraiser  to  determine  the value of the Option or
Shares.  In the event the parties  cannot  agree as to an  appraiser,  then each
party shall appoint one appraiser and the two appraisers shall jointly determine
a third  appraiser.  In the event the two  appraisers  cannot  determine a third
appraiser,  such third  appraiser  shall be appointed by a Judge of the District
Court of the County of Bernalillo,  New Mexico. Such appraisers shall make their
determination of the Fair Market Value of the Shares, and the average of the two
appraisers  whose  valuations  are  closest to each  other  shall  control.  Any
appraiser selected by any party shall be an appraiser experienced in the area of
valuing similar stock.  The Company and Optionee,  or successor,  shall each pay
for  one-half  of the cost of any such  appraisal.  If the  Company  desires  to
purchase  the Shares or Options  held by Optionee as set forth in this  Section,
then the Company shall  provide  written  notice to Optionee at Optionee's  last
known address within one hundred twenty (120) days after the termination of such
Optionee's  membership  on the Board,  or at least  thirty  (30) days prior to a
Capital Transaction.  The Board may assign the Company's repurchase option under
this Section to any person  selected by the Board  including  one or more of the
shareholders of the Company.

11.1. The repurchase  option set forth in this Section shall  terminate upon the
consummation  of  an  underwritten  public  offering  of  the  Company's  Shares
registered under the Act.

12.Right of First Refusal.

12.1.  Shares  issued  pursuant  to this  Agreement  together  with any  rights,
securities  or  additional  stock that have been  received  pursuant  to a stock
dividend,  stock  split,  reorganization  or  other  transaction  that  has been
received as a result of the Option or stock acquired  pursuant  thereto shall be
subject to a right of first  refusal  by the  Company in the event the holder of
such Shares  proposes to sell,  pledge or otherwise  transfer said shares or any
interest in said shares to any person or entity.  Any holder of Shares (or other
securities)  acquired under this Agreement  desiring to transfer such Shares (or
other  securities)  or any interest  therein  shall give  written  notice to the
Company describing the proposed transfer, including the price of Shares proposed
to be  transferred,  the  proposed  transfer  price and terms,  and the name and
address of the proposed  transferee.  Unless otherwise agreed by the Company and
the holder of such Shares,  repurchases  by the Company under this Section shall
be at the proposed price and terms  specified in the notice to the Company.  The
Company's rights under this Section shall be freely assignable.

12.2. If the Company fails to exercise its right of first refusal  within thirty
(30) days from the date upon which the Company  received the Optionee's  written
notice,  Optionee may, within the next ninety (90) days,  conclude a transfer of
the exact number of Shares covered by said notice on terms not more favorable to
the  transferee  than those  described in the notice.  Any  subsequent  proposed
transfer by such  transferee  shall again be subject to the  Company's  right of
first refusal.  If the Company exercises its right of first refusal,  the holder
shall endorse and deliver to the Company the stock certificates representing the
Shares being repurchased, and the Company shall promptly pay the shareholder the
total repurchase price as set forth in the terms of this Agreement.  The holders
of Shares being  repurchased  pursuant to this  Section  shall cease to have any
rights with respect to such Shares immediately upon repurchase.

12.3.  No written  notice of a proposed  transfer  shall be required  under this
Section and no right of first  refusal  shall exist with respect to transfers by
will or the laws of descent and distribution.

12.4. The right of first refusal set forth in this Section shall  terminate upon
the  consummation  of an underwritten  public  offering of the Company's  Shares
registered under the Act.

12.5. Any attempted  transfer of any Shares or securities  subject to this right
of first refusal which is not made in compliance with this Section shall be null
and void.

12.6. The Board may assign the Company's repurchase option under this Section to
any person  selected by the Board  including one or more or the  shareholders of
the Company.

13. Adjustments Upon Changes In Capitalization.

13.1.   Subdivision  or  Consolidation.   Subject  to  any  required  action  by
shareholders  of the Company,  the number of Shares covered by each  outstanding
Option, and the exercise price thereof,  shall be  proportionately  adjusted for
any increase or decrease in the number of issued Shares of the Company resulting
from a subdivision or consolidation of Shares,  including, but not limited to, a
stock  split,   reverse   stock   split,   recapitalization,   continuation   or
reclassification,  or  the  payment  of  a  stock  dividend  (but  only  on  all
outstanding  Shares) or any other  increase  or  decrease  in the number of such
Shares effected without receipt of consideration by the Company. Any fraction of
a Share  subject  to Option  that  would  otherwise  result  from an  adjustment
pursuant to this  Section  shall be rounded  downward to the next full number of
Shares without other compensation or consideration to the holder of such option.

13.2. Capital Transactions.  Upon a sale or exchange of all or substantially all
of the assets of the Company,  a merger or consolidation in which the Company is
not the surviving  corporation,  a merger,  reorganization  or  consolidation in
which the Company is the surviving  corporation and  shareholders of the Company
exchange their stock for securities or property, a liquidation of the Company or
similar  transaction  ("Capital  Transaction"),  this  Agreement  and the Option
issued under this Agreement, whether vested or unvested, shall terminate, unless
such Option is assumed by a successor  corporation in a merger or consolidation,
immediately prior to such Capital Transaction;  provided,  however,  that unless
the  outstanding  Option is assumed by a  successor  corporation  in a merger or
consolidation,  subject to terms  approved  by the  Board,  or the  Options  are
repurchased pursuant to Section 12, the Optionee will have the right, during the
thirty  (30) days prior to such  Capital  Transaction,  to  exercise  his vested
Option.

13.3.  Adjustments.To the extent that the foregoing adjustments relate to Shares
or securities of the Company, such adjustments shall be made by the Board, whose
determination  in that respect  shall be final,  binding and   conclusive.

13.4.  Ability to Adjust. The grant of an Option pursuant to the Agreement shall
not  affect in any way the right or power of the  Company  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets.

13.5. Notice of Adjustment. Whenever the Company shall take any action resulting
in any  adjustment  provided for in this Section,  the Company  shall  forthwith
deliver  notice of such action to  Optionee,  which  notice  shall set forth the
number of Shares subject to the Option and the exercise price thereof  resulting
from such adjustment.

14. No Right to Membership on the Board of Directors of the Company. Neither the
grant nor exercise of any portion of the Option shall impose upon the Company or
any other  corporation any obligation to maintain  Optionee's status as a member
of the  Board or to grant  Optionee  a  position  in the  Company  in any  other
capacity;  the  right of the  Company  and any  other  corporation  to retain or
continue to retain  Optionee in any capacity shall not be diminished or affected
as a result of the Option.

15. Dispute Resolution Procedure.

15.1. Sole and Exclusive  Method.  The provisions of this Section 15 contain the
sole and exclusive  method,  means and procedure to resolve any  controversy  or
claim arising out of or relating to this Agreement or its making, performance or
interpretation ("Dispute"), and the parties hereby irrevocably waive any and all
rights to the  contrary  and shall at all times  conduct  themselves  in strict,
full, complete and timely accordance with the provisions of this Section 15. Any
and all  attempts  to  circumvent  the  provisions  of this  Section 15 shall be
absolutely null and void and of no force or effect whatsoever.

15.2. Negotiated Settlement and Arbitration. Any Dispute shall be settled within
twenty  (20)  days of  receipt  by all  parties  of a notice of the  Dispute  by
negotiations  between  representatives  of the parties with  authority to settle
such Dispute. In the absence of such a negotiated  settlement,  then the Dispute
shall be resolved by arbitration  before a single arbitrator (except as provided
below) in Albuquerque,  New Mexico, in accordance with the Rules of the American
Arbitration Association then existing, and judgment on the arbitration award may
be entered  in any court  having  jurisdiction  over the  subject  matter of the
controversy.  The arbitrator shall be a person experienced in the subject matter
of the  circumstance or  circumstances to be arbitrated and shall be selected by
mutual  agreement  of the  parties.  If the  parties  are unable to agree on the
arbitrator within a period of fifteen (15) days after arbitration is demanded by
either party, then each party shall select an arbitrator and the two arbitrators
so selected  shall select a third and the three so chosen shall  constitute  the
board of  arbitrators.  The  arbitrator(s)  shall  render a decision  as soon as
possible,  but in any event within  thirty (30) days of  selection.  The parties
agree  to  abide  by  and  perform  any   directions  and  awards  made  by  the
arbitrator(s) whose decision shall be final and binding for all purposes.

15.3.  Arbitration Costs. The costs, including reasonable attorneys' fees, of an
arbitration or any litigation, whether the same shall arise either in connection
with or apart from the  arbitration,  shall be borne by the party  against which
the  award  is  granted  unless  the  award  otherwise  directs.  The  foregoing
entitlement  also shall include  attorneys' fees (including  in-house or outside
counsel fees) and costs of the prevailing  party on any appeal of a judgment and
for any action to enforce a judgment.  The arbitrator(s) may direct either party
to pay any sum of money,  or to do or subject  itself to any act or execute  any
instrument,  for the purpose of  carrying  the award of the  arbitrator(s)  into
effect.

15.4.  Discovery.  Each party  shall be  entitled to  pre-hearing  discovery  as
provided in New Mexico  Statutes  44-7A-18.  If any  question is  submitted to a
court  of  law  for  resolution,  then  the  District  Court  of the  County  of
Bernalillo,  New Mexico, or the United States District Court having jurisdiction
in  the  County  of  Bernalillo,  shall  be the  exclusive  court  of  competent
jurisdiction for the resolution of such question.

16. Fair Market Value.  The fair market value of Shares on any relevant date for
valuation  purposes  under  this  Agreement  (except  for  Section  12) shall be
determined in accordance with the following provisions:

16.1.  Over-the-Counter  Shares.  If the  Shares  are not at the time  listed or
admitted   to   trading   on  any  stock   exchange,   but  are  traded  in  the
over-the-counter  market,  the fair market  value shall be the mean  between the
highest bid and lowest asked prices (or, if such  information is available,  the
closing   selling   price)  of  one  Share  on  the  date  in  question  in  the
over-the-counter market, as such prices are reported by the National Association
of Securities  Dealers through its NASDAQ system,  or any successor  system.  If
there are no reported  bid and asked prices (or closing  selling  price) for the
Shares on the date in question,  then the mean between the highest bid price and
lowest asked price (or the closing selling price) on the last preceding date for
which such quotations exist shall be determinative of fair market value.

16.2.  Stock  Exchange  Traded  Shares.  If the Shares are at the time listed or
admitted to trading on any stock  exchange,  then the fair market value shall be
the  closing  selling  price of one Share on the date in  question  on the stock
exchange  determined  by the Board to be the primary  market for the Shares,  as
such price is officially  quoted in the composite tape of  transactions  on such
exchange. If there is no reported sale of Shares on such exchange on the date in
question,  then the fair market value shall be the closing  selling price on the
exchange on the last preceding date for which such quotation exists.

16.3.  Non-Traded  Shares.  If the  Shares at the time are  neither  listed  nor
admitted  to trading on any stock  exchange  nor traded in the  over-the-counter
market, then the fair market value shall be determined by the Board after taking
into account such factors as the Board shall deem appropriate,  including one or
more independent professional appraisals.

17.  Withholding  Taxes.  Notwithstanding  anything else to the contrary in this
Agreement,  the  exercise of the Option  shall be  conditioned  upon  payment by
Optionee in cash, or other  provisions  satisfactory to the Board, of all local,
state,  federal or other withholding taxes applicable,  in the Board's judgment,
to the exercise or to later  disposition of Shares acquired upon exercise of the
Option (including any repurchase of the Option or the Stock).

18. No Right of Employment. Neither the grant nor exercise of any portion of the
Option shall impose upon the Company or any other  corporation any obligation to
employ or  continue to employ  Optionee;  the right of the Company and any other
corporation  to  terminate  Optionee  shall not be  diminished  or affected as a
result of the Option.

19.  Notices.  Any notice to be given under the terms of this Agreement shall be
addressed to the Company in care of its Secretary at the principal office of the
Company,  and any notice to be given to Optionee  shall be addressed to Optionee
at the address given below;  the parties may  substitute  for the foregoing such
other  address(es)  as either  party may  hereafter  designate in writing to the
other.

20.  Governing Law. This Agreement shall be governed by the laws of the State of
New Mexico as applied to contracts  entered  into among  residents of New Mexico
and to be performed wholly within New Mexico.

21.  Binding  Effect.  This  Agreement  shall be  binding  upon and inure to the
benefit of Optionee,  his heirs and successors,  and of Company,  its successors
and assigns.

22.  Descriptive  Headings.  Titles to sections and  subsections  are solely for
information purposes and shall not be construed in interpreting this Agreement.

IN WITNESS WHEREOF,  this Agreement is entered into and effective as of the date
first above written.


                                    THE COMPANY:

                                    PROTALEX, INC., a  New Mexico corporation



                                    By:
                                       Steven H. Kane, its President




                                       OPTIONEE:


                                       name

                                       Address:


                                       EXHIBIT "A"

                                       (Optionee name)

                                       Address:  ____________________________

                                                 ____________________________


  Date: ____________________________

                                                 ____________________________

Protalex, Inc.
_____________________
_____________________
_____________________

Ladies and Gentlemen:

     I (the  "Undersigned")  hereby exercise my right to purchase  _____________
shares ("Shares") of Common Shares of Protalex,  Inc., a New Mexico  corporation
("Company"),  pursuant to, and in  accordance  with,  that  Non-Qualified  Stock
Option  Agreement  ("Agreement")  between the  Undersigned and the Company dated
effective the ______________.  As provided in the Agreement,  I deliver herewith
the    following    amount   as   the    purchase    price   for   the   Shares:
______________________________.  Please deliver to me at my address as set forth
above stock  certificates  representing  the Shares  registered in the following
name(s): ______________________________. I further request that the certificates
be  registered in the following  form of ownership  (for example,  as individual
property,      community      property,      separate      property,      etc.):
______________________________.

     The  representations  made  by  the  Undersigned  in the  Agreement  remain
accurate in all respects as of the date of this notice,  and the  Undersigned is
not aware of any breach of such  representations  or any breach of the covenants
or other provisions of the Agreement.

                                              Very truly yours,


                                              _________________________________
                                              optionee