CASH
WAIVER & OPTION TERMINATION AGREEMENT

     

    THIS AGREEMENT (this
“Agreement”) dated effective as of April 10, 2009 (the “Effective Date”), is
entered into between PROTALEX, INC., a Delaware corporation (the “Company”),
having a place of business at 145 Union Square Drive, New Hope, Pennsylvania
18938, and the Board Member of the Company whose signature appears
below.

     

    RECITALS

     

    A.           The
Company has an agreement with its Chairman, Kirk Raab, to pay $12,500 per month
as a director fee as well as agreements with Carleton A. Holstrom, Eugene A.
Bauer, MD. Peter G. Tombros, Frank Dougherty and Thomas Stagnaro to pay each of
them $1,667 per month on a quarterly basis payable in arrears as a director fee
(each fee a “Cash Director Fees”) (and Raab, Holstrom, Bauer,Tombros, Dougherty
and Stagnaro, each a  “Director”) .

     

    B.           The
Company has issued to each Director for their services as Directors of this
Company stock options to purchase those number of shares of the Company’s Common
as set forth below (each “Stock Options”):

     

    
      
        
          
            
              	
                      Bauer,
      Eugene

                    	 	 	325,000	 
	
                      Dougherty,
      Frank

                    	 	 	290,000	 
	
                      Holstrom,
      Carleton

                    	 	 	325,000	 
	
                      Raab,
      G Kirk

                    	 	 	864,333	 
	
                      Stagnaro,
      Thomas

                    	 	 	490,000	 
	
                      Tombros,
      Peter

                    	 	 	300,000	 


            

          

        

      

    

    


    AGREEMENT

    NOW,
THEREFORE, for good
and valuable consideration, including but not limited to each party’s execution
hereof, the receipt of which is hereby acknowledged, the parties hereto do
hereby agree as follows:

    


    1.           The
undersigned Director hereby waives any and all accrued but unpaid Cash Director
Fees commencing February 1, 2009, and agrees that as of the Effective Date all
such Cash Director Fees shall cease to accrue such that the Company as of the
Effective Date shall have no existing or future obligations to pay the
undersigned Director any Cash Director Fees.

    


    2.           The
undersigned hereby cancels and terminates its Stock Options.

     

    3.           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to the conflicts of law principles thereof.
Venue for all purposes herein shall be in the state and federal courts within
the State of Delaware.

     

    IN
WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              PROTALEX,
      INC., a Delaware corporation

                                            
	 
      	 
      
	
                                              By:

                                            	 
      
	
                                              MARC
      ROSE, Chief Financial Officer

                                            
	 
      	 
      
	
                                              DIRECTOR:

                                            
	 
	
                                               

                                            
	
                                              (Print
      Name)

                                            
	 
	 
      
	
                                              (Signature)