CASH WAIVER & OPTION TERMINATION AGREEMENT

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 is