Exhibit 10.8

Protalex-ALEX\InventorassignALEX

                                   ASSIGNMENT

     ASSIGNMENT  from  ALEX,  LLC,  a  New  Mexico  Limited  Liability  Company,
(hereinafter  referred to as "ALEX"),  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,  ALEX, has sole rights to a technology application that applies to
any application of  bioregulation  to any human disease process and/or treatment
(hereinafter more specifically defined as "Invention").

     WHEREAS, Protalex, desires in the future to file patent applications 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, ALEX and Protalex, for good and adequate consideration have agreed
to a formal  assignment  from ALEX to Protalex of its entire right,  title,  and
interest in and to the above  Invention,  as  described  below as well as to all
patents,    patent    application,     division,    reissues,     continuations,
continuations-in-part,  substitutions,  renewals,  extensions  thereof,  and all
improvements  owned by 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.

     WHEREAS, Protalex, desires in the future to file patent applications 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.

     NOW,  THEREFORE,  ALEX does hereby sell, assign, and transfer unto Protalex
an  exclusive  right to all its 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  owned  by  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,  ALEX agrees that it will  communicate to Protalex any facts known
to it 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
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  owned by ALEX thereof in the United States and
in all foreign countries.

     ALEX  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.

     ALEX   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.

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

Effective July 5th, 2001.

                                                             Assignor, ALEX, LLC


                                             Paul L. Mann
                                             ------------
                                         By: Paul L. Mann, Ph.D, Managing Member


                                             John E. Doherty
                                             ---------------
                                         By: John E. Doherty, Managing Member



                                         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
5th day of July,  2001,  by Paul L.  Mann,  Ph.D and John E.  Doherty,  Managing
Members of ALEX, LLC, a New Mexico LLC on behalf of said LLC.

                                                              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
5th 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