Protalex (PRTX) 10-Q 2014 Q1 Quarterly report

Exhibit 10.1

Consolidated Note Modification Agreement

AGREEMENT by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”).

WHEREAS, Niobe is the holder of a Consolidated, Amended and Restated Promissory Note (the “Outstanding Note”) made by the Company in the principal amount of $9,219,366, dated October 11, 2013, with a Maturity Date of September 1, 2015 (as defined in the Outstanding Note); and

WHEREAS, the parties desire to extend the Maturity Date to September 1, 2016;

NOW THEREFORE, the parties hereby agree as follows:

1. The Maturity Date is hereby extended to September 1, 2016.

2. The Note Modification provided for herein shall be retroactively effective to October 1, 2014.

3. Except as otherwise modified hereby, all other terms and provisions of the Outstanding Note shall remain in full force and effect.

IN WITNESS WHEREOF,the parties have duly executed and delivered this Note Modification Agreement as of the date indicated below.

Dated: October 6, 2014

PROTALEX, INC.
By:
	Kirk M. Warshaw, Chief Financial Officer
NIOBE VENTURES, LLC
By:
	Arnold P. Kling, Manager