Exhibit 10.5

PROJECT ASSIGNMENT 2
PROTALEX, Inc.
717 Encino Pl. NE, Suite 17
Albuquerque NM 87102
USA
Date: July 31st, 2003
Dear Sirs,
Agreement between PROTALEX Inc.  ("PROTALEX") and EUROGENTEC S.A  ("EUROGENTEC")
dated April 24, 2003 (date of the signature of the R&D Projects Frame Contract).
This letter shall constitute a Project  Assignment for the purposes of the above
Agreement  ("the  Agreement").  We agree that  EUROGENTEC will perform a Project
under the Agreement on the following terms:
1. Description of the Project
Upon PROTALEX' s request,  EUROGENTEC  Project Assignment 1 has demonstrated the
feasibility  to produce and purify  Protein A from  Staphylococcus  aureus A-676
strain  fermentation.  In the course of the  feasibility,  fermentation  and DSP
(Down  Stream  Process)  has  been  partly  studied.  The  goal of this  Project
Assignment  is to  develop  Fermentation,  DSP,  QC tests  in  order  to  set-up
procedures  and  parameters  for  future  Protein  A  GMP   Manufacturing.   The
development programme will encompass the following steps:
- Analysis of batch 03G17 according to hereunder PROTALEX specifications:
Bioburden : no organisms detected.
Endotoxin : <0.5 EU/mg
Enterotoxin B : <1 mcg/mg
SDS-PAGE : > 98%
HPLC : >98% at 214 nm >95% at 280 nm
Hu IgG binding : >95%
UV absorbance : E (0.1%, 276 nm) = 0.14-2.0
Isoelectric Focusing: Single band between 4.6 and 5.2
- QC Development and Qualification  (SDS-PAGE,  Western Blot, HPLC, Bioanalyzer,
BCA, bioburden, enterotoxin B, Hu IgG Binding, IEF,etc.)
- 2 fermentations  at 50-L scale to fine-tune the parameters  defined during the
Feasibility.
- Kinetic analysis of fermentors
- Definition of the fermentation conditions for scale-up and Robustness Study
- Down Stream Process : 3 DSP runs at 10-L scale from Fermentor # 1
- Definition of the DSP steps and conditions
- DSP on fermentor # 2 at 50-L scale
- QC analysis (ELISA, Western Blot, SDS-PAGE, BCA, HPLC)

2.  Time-Lines and Completion  date of work Starting date has to be considered 2
weeks after  reception  of (i) signed  Frame  Contract , (ii)  signed  hereunder
Project  Assignment  and/or (iii) the first  PROTALEX  payment as defined in the
paragraph 6.
Based on a starting date September 1st,2003 Development programme and QC/IPC
development should not length more than 2.5 months until mid-November, 2003.
The tentative Calendar (page 4) may not be considered as a firm commitment from
EUROGENTEC.

3.  Quantities  and  specifications  of product to be supplied  to PROTALEX  The
material  produced and purified during this study will be delivered to PROTALEX.
Quantity  and  Purity of  Protein A will be  related  to the  production  of the
protein during the Fermentation process and to the performances  obtained during
the DSP steps.

4.  Eurogentec  Staff  The  R&D   Fermentation   will  be  performed  under  the
responsibility of Ir. Doriano Cingolani, Head of R&D Fermentation.  Alain Poncin
M.Sc.  DSP Team  Leader,  will be in charge of the Down  Stream  Process for the
Feasibility  Phase of the Purification  Process.  Ingrid Dheur M.Sc. QC Manager,
will supervise the QC first developments.

5.  Project Management]
Charles Schaus will make the overall project management.

6. Fees and Terms of payment
Expected duration Cost in euro
QC/In Process Controls
(Fermentation, DSP,
2.5 months euro 75,000 (fixed cost)
Development Programme 2.5 months euro 39,375/month
     The overall Project  management is charged euro 2.000 /month from the start
     of the Project until the completion of the Project.
     The total cost of the Development Programme is evaluated at euro 178,437.5:
     euro 173,437.5 for the study and euro 5,000 for the project management.
  50 % (euro 89,219) of the total cost will be invoiced at the signature of the
Frame
Contract/Project Assignment 1. PROTALEX shall pay EUROGENTEC at the receipt of
the invoice.
  25 % (euro 44,609) of the total cost will be invoiced after one month. Invoice
shall be paid within thirty days of receipt.
     the last invoice representing the remaining 25% ( euro 44,609) of the total
     price  will then be  issued at the  completion  of the  project (  November
     2003). Invoice shall be paid within thirty days of receipt.
     Normal laboratory reagent costs are included in the cost of the Development
     Study.   However   specific   costs,   such   as   chromatographic   media,
     ultrafiltration  membranes,  DNA  Sequence  Analysis  (outsourced)  will be
     charged  separately  with 5%  overhead.  Costs will need to be  approved by
     PROTALEX prior to commitment or purchase.

7. Documentation and Reports
The  Development  Study will be recorded in specific  laboratory  notebooks with
double  signature.  They will be kept at EUROGENTEC for 10 years.  Copies can be
made available to PROTALEX.  Intermediary reports will be issued after main step
completion. Laboratory books will be in French, reports in English.
The final  report  will give full  description  of the process and the yields of
product obtained. Details of any analytical methods used will also be included.

8. PROTALEX Deliverables
No PROTALEX deliverables is expected to be provided to EUROGENTEC.
EUROGENTEC S.A.
____________________ ______________________
Name: Charles Schaus       Name: Michel Thiry
Title: Project Manager         Title: Biologic Business Unit Manager
Date: August 29, 2003          Date: August 29, 2003
EUROGENTEC  S.A. o Parc  scientifique  du Sart Tilman o 4102 SERAING o BELGIUM o
Tel.: +32 4 366 61 00 Fax: +32 4 365 16 04 o e-mail:  info@eurogentec.com o R.C.
Liege 152 016 o T.V.A. BE 427 348 346


PROTALEX Inc.
____________________ ______________________
Name: Dennis Vik, Ph.D.           Name: Steven Kane
Titlle:   Chief Scientific Officer     Title:      CEO
Date:    August 28, 2003              Date:    August 28, 2003