Exhibit 10.5

PROJECT ASSIGNMENT 1
PROTALEX, Inc.
717 Encino Pl. NE, Suite 17
Albuquerque NM 87102
USA
Date: April 24, 2003
Dear Sirs,
Agreement between PROTALEX Inc. ("PROTALEX") and EUROGENTEC S.A
("EUROGENTEC") dated April 24, 2003
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
PROTALEX  requests  EUROGENTEC  to perform a  Feasibility  Study to produce  and
purify natural  extracellular  Protein A from  Staphylococcus  aureus A-676. The
Feasibility Study will encompass the following steps:
o  Staphylococcus aureus A-676 strain to be ordered from Goteborg University,
   Sweden
o  Pre-Master Seed Bank (50 vials) with Batch Record
o  Staphylococcus aureus culture conditions analysis ( minimum3 fermentors 50 L
   scale)
o  Down Stream Process (DSP) first developments (minimum 3 DSP)
o  QC and IPC tests first developments
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.
Feasibility  Study should be completed 8 weeks after the staring date.  Weeks 31
to 33 are part of the summer  holiday  period and therefore  some works could be
deferred. Based on a starting date Week 21, the final report for the Feasibility
Study could be issued Week 30.
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 Feasibility Study 2
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. Normal
laboratory  reagent  costs are  included in the cost of the  Feasibility  Study.
However  specific  costs,  such  as   chromatographic   media,   ultrafiltration
membranes,  will be charged  separately with 5% overhead.  Costs will need to be
approved by PROTALEX prior to commitment or purchase.
The total cost of the Feasibility Study is evaluated at Euro 82,750: Euro 78,750
for the study and Euro 4,000 for the project management.
o 50 % (Euro  41,375) 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.
o 25 % (Euro  20,687.5)  of the total  cost will be  invoiced  after one  month.
Invoice shall be paid within thirty days of receipt.
o The last invoice representing the remaining 25% ( Euro 20,687 .5) of the total
price will then be issued at the  completion  of the  project ( after 2 months).
Invoice shall be paid within thirty days of receipt.
7. Documentation and Reports
The  Feasibility  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: April 28, 2003          Date: April 28, 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:    April 24, 2003              Date:    April 24, 2003
Frame contract - Eurogentec-Protalex - 24/04/03 10/10