CONTINUING AND UNCONDITIONAL GUARANTY

                        CONTINUING AND UNCONDITIONAL GUARANTY

          "CREDITOR":    XXX X. XXXXXX
                         X.X. Xxx 000
                         Xxxxxxxxxxx, Xxx Xxxxxx 00000


          "GUARANTOR":   XXXX X. XXXXXXX
                         0000 Xxxxxxx Xx. X.X.
                         Xxxxxxxxxxx, Xxx Xxxxxx 00000


          "DEBTOR": PROTALEX, INC., A NEW MEXICO CORPORATION



     GUARANTY.  FOR VALUE RECEIVED, to induce Xxx X. Xxxxxx to make certain
financial accommodations or benefits described in the STOCK PURCHASE AGREEMENT,
entered into September 30, 1999, between Xxx X. Xxxxxx, Seller, and Protalex,
Inc., Buyer, without security, to or for the account of the Debtor, the
undersigned hereby irrevocably and unconditionally guarantees to Xxx X. Xxxxxx
the full and prompt payment when due, whether by acceleration or otherwise, of
any and all outstanding amount of the Promissory Note date effective September
7, 1999 between Xxx X. Xxxxxx, Creditor, and Protalex, Inc., Debtor.  This
Guaranty is continuing and unlimited as to the amount, and is cumulative to and
does not supersede any other guaranty.

     Guarantor further unconditionally guarantees that faithful, prompt and
complete compliance by the Debtor with all obligations.  The undertakings of
Guarantor hereunder are independent of the liabilities and obligations of the
Debtor, whether or not an action is brought against the Debtor or to realize
upon security for the liabilities and or obligations, whether or not Debtor is
joined in any such action or actions, and whether or not notice is given or
demand is made upon Debtor.

     Creditor shall not be required to proceed first against Debtor, or any
other person, or entity, whether primary or secondary liable before resorting to
Guarantor for payment, and Guarantor shall not be entitled to assert as a
defense to the enforceability of the Guaranty any defense of the Debtor with
respect to any liability or obligation.

IN WITNESS WHEREOF, the undersigned has caused this Guaranty be executed on this
7th day of October, 1999.

                                   GUARANTOR:

                                   /s/ Xxxx X. Xxxxxxx
                                   ---------------------------
                                   Xxxx X. Xxxxxxx


INDIVIDUAL ACKNOWLEDGMENT

State of New Mexico      )
                         )
County of Benalillo      )

     This instrument was acknowledged before me on October 7, 1999, Xxxx X.
Xxxxxxx.

                                        /s/ Xxxxx Xxxxxx
                                        ---------------------
                                        Notary Public
[Seal]
                                        In and for the State of New Mexico

      4/26/03                           /s/ Xxxxx Xxxxxx
----------------------                  ---------------------
My Commission Expires                   Print Name of Notary