Exhibit 10.10

                           STOCK REDEMPTION AGREEMENT

This  agreement  (hereinafter  the  "Agreement")  is entered into by and between
Protalex,   Inc.  (a  New  Mexico  corporation,   hereinafter   referred  to  as
"Protalex"),  Paul L. Mann,  Leslie A.  McCament-Mann,  Gail Skene and Elizabeth
Sarah  Anne  Wiley  (Mann,  McCament-Mann,  Skene,  and  Wiley  are  hereinafter
collective referred to as "Sellers"). Protalex and Sellers agree as follows:

1.   Sale and  Redemption of Stock:  If Protalex  raises at least  $1,000,000 by
     September 30, 2003, then Protalex shall purchase from Sellers,  and Sellers
     shall  convey to  Protalex,  all of the shares of common  stock in Protalex
     owned by  Sellers  as of August 1,  2003.  Sellers  represent  they own the
     following  number of shares:  Mann:  1,325,973;  McCament-Mann:  1,468,830;
     Skene:  100,000;  Wiley:  100,000. If Protalex has not raised $1,000,000 by
     September 30, then this Agreement will be null and void.

2.   Purchase Price:  The total purchase price to be paid by Protalex to Sellers
     for Seller's shares of stock in Protalex is $300,000.

3.   Payment and  Reconveyance  of Stock:  If Protalex has raised  $1,000,000 by
     September 30, 2003,  Protalex  shall notify  Sellers'  attorney,  George F.
     Koinis on or before  October  5,  2003,  and shall  deliver  to Mr.  Koinis
     separate  checks for each Seller in amounts to be  specified  in writing by
     all Sellers on or before  August 15, 2003,  at his office,  or at any other
     location or date mutually agreed upon by the parties to this Agreement.  At
     the time the checks are delivered,  Sellers shall convey to Protalex, Inc.,
     at  the  same  location,  all  documents  necessary  to  convey  title  and
     possession  of the stock to Protalex.  Delivery of the checks is contingent
     upon  Protalex's  receipt  of all  such  documents.  This  Agreement  shall
     terminate  and be of no effect if not fully  executed  by all parties on or
     before  August 15,  2003,  or if Sellers  have not  specified  disbursement
     amounts in accordance with this Agreement on or before August 15, 2003.

4.   Release of  Claims:  Upon the  exchange  of the  aforementioned  checks and
     documents needed to convey the shares of stock, all claims and/or causes of
     action Protalex has against Sellers  (including without limitation based on
     breach of fiduciary duty, fraud and  misrepresentation,  securities  fraud,
     conversion,  and misappropriation),  and all claims and/or causes of action
     Sellers have against Protalex and/or its employees, agents, officers and or
     directors shall be deemed released and discharged,  with the exception that
     none of the parties to this  Agreement is releasing any claims or causes of
     action that are based  primarily on facts unknown to the releasing party at
     the time this Agreement is signed.

5.   Entire Agreement:  This Agreement  constitutes the entire agreement between
     the parties,  and there are no  agreements,  understandings,  warranties or
     representations  between  the  parties  except  as set forth  herein.  This
     agreement cannot be amended except in writing executed by the parties.

6.   Binding Effect:  This Agreement will inure to the benefit of, and bind, the
     heirs,  personal  representatives,  successors,  and assigns of the parties
     hereto.

7.   Warranty of Stock Ownership:  Each Seller  represents and warrants that the
     number of shares of stock indicated next to each Seller's name in Paragraph
     1 of this  agreement  accurately  represents the total shares owned by each
     Seller in Paragraph 1 of this  Agreement  accurately  represents  the total
     shares owned by each Seller as of the date this Agreement is signed.

8.   Execution:  This  Agreement  may  be  executed  in  counterparts,  and  all
     counterparts  so executed  shall  constitute  on  Agreement  binding on all
     parties.

     IN WITNESS THEREOF, each of the undersigned has executed this Agreement,

                                           PROTALEX, INC.
     August 15, 2003                       By:  Steven H. Kane
                                                Steven H. Kane

     August 15, 2003                       By:  Paul L. Mann
                                                Paul L. Mann

     August 15, 2003                       By:  Leslie A. McCament-Mann
                                                Leslie A. McCament-Mann

     August 15, 2003                       By:  Elizabeth Sarah Anne Wiley
                                                Elizabeth Sarah Anne Wiley

     August 15, 2003                       By:  Gail Skene
                                                Gail Skene