Exhibit 10.1

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROMULGATED UNDER SECTION 4(2) OF THE SECURITIES ACT
OF 1933, AS AMENDED ("SECURITIES ACT"). THIS SUBSCRIPTION AGREEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.

                         SERIES A CONVERTIBLE PREFERRED
                             SUBSCRIPTION AGREEMENT
                             ----------------------

                           IMMTECH INTERNATIONAL, INC.

            THIS AGREEMENT has been executed by the undersigned subscriber
("Subscriber") in connection with the private placement of the Series A
Convertible Preferred Stock ("Preferred Stock") of Immtech International, Inc.
(NASDAQ symbol "IMMT"), located at 150 Fairway Drive, Suite 150, Vernon Hills,
Illinois 60061, a corporation organized under the laws of Delaware, USA
("Company"). The terms on which the Preferred Stock may be converted into common
stock of the Company, $0.01 par value, ("Common Stock") and the other terms of
the Preferred Stock are set forth in the Certificate of Designation (Exhibit A).
In addition, the Company will grant to the Subscriber a warrant ("Warrant") as
per the terms of a separate Warrant (Exhibit B). This Subscription and, if
accepted by the Company, the offer and sale of the Preferred Stock, Warrants and
the underlying Common Stock (collectively, the "Securities"), are being made in
reliance on an exemption for non-public offerings under Section 4(2) of the
Securities Act of 1933, as amended ("Securities Act") and are intended to
qualify for the safe harbor protections afforded by Rule 506 of Regulation D of
the Securities Act.

            The Subscriber hereby represents and warrants to the Company as
follows:

            1. Agreement to Sell and Purchase the Securities.

            (a) Purchase Price. The Company will sell, and the Subscriber will
buy, ___________ shares of Preferred Stock for the purchase price of $25.00 U.S.
Dollars per share (the aggregate price of the Preferred Stock purchased by the
Subscriber, the "Purchase Price") in reliance upon the representations and
warranties of the Company and Subscriber contained in this Agreement and the
terms and conditions hereinafter set forth. The Company will also grant to the
Subscriber a Warrant to purchase 2.5 shares of Common Stock per one share of
Preferred Stock purchased, such Warrant to have an exercise price of $6.00 per
share and an exercise period of up to five years as per the terms of the Warrant
attached hereto as Exhibit B.

            (b) Form of Payment. Subscriber shall pay the Purchase Price by
delivering funds in U.S. Dollars by wire transfer to Cadwalader, Wickersham &
Taft, for the benefit of the Company, against delivery of the certificates
representing the shares of Preferred Stock and the Warrant issuable in exchange
therefor.

            (c) Wire Instructions. Wire instructions for Cadwalader, Wickersham
& Taft are as follows:

                  CHASE PRIVATE BANK
                  1211 Avenue of the Americas, 37th Floor
                  New York, NY 10036
                  ABA#021000021
                  Cadwalader Wickersham & Taft
                  Primary Trust Account
                  A/C#967-707234

            (d) Closing. Subject to the conditions set forth below, the purchase
and sale of the Securities shall take place on February 1, 2001 at the offices
of Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York 10038, at
10:00 a.m., or at such other time and place as the Company and the Subscriber
mutually agree (which date and event are designated as the "Closing Date" and
"Closing," respectively). At the Closing the Company shall deliver to the
Subscriber original certificates and instruments, as applicable, representing
the Securities to be purchased at the Closing, against delivery by the
Subscriber of a wire transfer in the amount of the aggregate Purchase Price
therefor. The delivery of the Securities and the Closing shall be simultaneous
in that neither the delivery of the Securities nor any event required by the
terms of this Agreement shall be deemed to have occurred until such delivery and
all such events shall have occurred, and when such delivery and all such events
have occurred, they shall be deemed to have occurred simultaneously.

            2. Representation and Warranties of the Subscriber. The Subscriber
acknowledges, represents, warrants and agrees as follows:

            (a) Authorization. If the Subscriber is a corporation, the
corporation is duly incorporated or organized and validly existing in the
jurisdiction of its incorporation or organization and has all requisite power
and authority to purchase and hold the Securities. The decision to invest and
the execution and delivery of this Agreement by a corporate Subscriber, the
performance of the obligations hereunder and the consummation of the
transactions contemplated hereby have been duly authorized and require no other
proceedings on the part of the Subscriber. The individual signing this Agreement
has all right, power and authority to execute and deliver this Agreement on
behalf of the corporate Subscriber.

            This Agreement has been duly executed and delivered by the
Subscriber and, assuming the execution and delivery hereof and acceptance
thereof by the Company, will constitute the legal, valid and binding obligations
of the Subscriber, enforceable against the Subscriber in accordance with its
terms.

            (b) Evaluation of Risks. The Subscriber has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of, and bearing the economic risks entailed by, an investment
in the Company and of protecting its interests in connection with this
transaction. Subscribers recognize that an investment in the Company involves a
high degree of risk.

            (c) Independent Counsel. Subscriber acknowledges that he, she or it
has been advised to consult with their own attorney regarding legal matters
concerning the Company and to consult with its tax advisor regarding the tax
consequences of acquiring the Securities.

            (d) Access to Information. Subscriber acknowledges that he, she or
it has been permitted access, to the Subscriber's satisfaction, to the Company's
books, records, reports and other information, including without limitation,
public filings made pursuant to the Securities Exchange Act of 1934, as amended,
which access can be gained at http://www.gsionline.com, http://www.freeedgar.com
and http://www.10kwizard.com.

            (e) No Registration. Subscriber understands that the Securities have
not been registered under the Securities Act or any other Securities laws but
are being offered and sold to Subscribers in reliance upon specific exemptions
from the registration requirements of Federal and State securities laws and that
the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of Subscriber set
forth herein in order to determine the applicability of such exemptions and the
suitability of Subscribers to acquire the Securities.

            (f) Accredited Investor. The Subscriber has submitted to the Company
a complete and executed "Accredited Investor Questionnaire" substantially in the
form attached hereto as Exhibit C. The Subscriber hereby certifies that he, she
or it is an "Accredited Investor", as that term is defined under Rule 501(a) of
the Securities Act and all information which the Subscriber has provided to the
Company in the Accredited Investor Questionnaire is correct and complete as of
the date set forth thereon. The Subscriber is aware that the sale of the
Securities is being made in reliance on Rule 506 of Regulation D, an exemption
for non-public offerings under Section 4(2) of the Securities Act.

            (g) Investment Intent. Subscriber is acquiring the Securities solely
for his, her or its own account and not with a view to the distribution thereof
to or for the benefit or account of any U.S. Person, in whole or in part.
Subscriber understands and agrees he, she or it may bear the economic risk of an
investment in the Securities for an indefinite period of time. Subscriber does
not now have or, in the future, will not take any short position or comparable
hedge position in the Company's Common Stock or make any promissory notes and/or
pledges on the Company's Common Stock until the later of (i) the expiration of
one year from the Closing Date and (ii) such time as all Preferred Stock
purchased pursuant to this Agreement are converted to Common Stock or redeemed
by the Company.

            (h) Transfer Restrictions. Stop transfer instructions have been or
will be placed on any certificates or other documents evidencing the Securities
so as to restrict the resale, pledge, hypothecation or other transfer thereof in
accordance with the provisions hereof and the provisions of the Securities Act.

            (i) Transfer Restrictions Regarding Securities. Upon conversion of
any part or all of the Preferred Stock at any time as permitted hereby, if the
holder of the Preferred Stock being converted makes the certification, pursuant
to the Notice of Conversion attached hereto as Exhibit D, that such holder has
complied with all of the requirements of the Securities Act and such other
requirements as set forth herein, then the Company shall cause its transfer
agent to deliver the underlying Common Stock ("Underlying Shares") upon such
conversion with restrictive legend or stop transfer instructions.

            (j) General Solicitation. The Securities were not offered to the
Subscriber by any form of general solicitation or advertising within the meaning
of Rule 502(c) of the Securities Act.

            (k) Investment Company. The Subscriber is not an "investment
company" or an entity controlled by an "investment company", as such terms are
defined in the Investment Company Act of 1940, as amended.

            3. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Subscriber that the following are true and
correct as of the Closing Date:

            (a) Organization; Qualification. The Company is a corporation duly
organized and validly existing under the laws of the State of Delaware and is in
good standing under such laws. The Company has all requisite corporate power and
authority to own, lease and operate its properties and assets, and to carry on
its business as presently conducted. The Company is qualified to do business as
a foreign corporation in each jurisdiction in which the ownership of its
property or the nature of its business requires such qualification, except where
failure to so qualify would not have a material adverse effect on the Company.

            (b) Capitalization. The authorized capital stock of the Company
consists of 30,000,000 shares of Common Stock, $0.01 par value per share, of
which 6,005,371 are outstanding, 5,000,000 shares of Preferred Stock, $0.01 par
value, 320,000 of which will be designated Series A Convertible Preferred Stock
simultaneously with the acceptance of this Agreement by the Company. All
outstanding shares of Common Stock have been, and all shares of Series A
Convertible Preferred Stock and all shares of Common Stock underlying such
Series A Convertible Preferred Stock ("Underlying Shares") will be when issued,
duly authorized and fully paid and nonassessable.

            (c) Authorization. The Company has all requisite corporate right,
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. All corporate action on the part of the
Company, its directors and stockholders necessary for the authorization,
execution, delivery and performance of this Agreement by the Company, the
authorization, sale, issuance and delivery of the Shares and the performance of
the Company's obligations hereunder has been taken. This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company enforceable in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies, and to limitations of public policy as they may apply
to the indemnification provisions set forth in Section 4(d) of this Agreement.
Upon their issuance and delivery pursuant to this Agreement, the Shares will be
validly issued, fully paid and nonassessable and will be free of any liens or
encumbrances other than those created hereunder or by the actions of the
Subscriber; provided, however, that the Shares are subject to restrictions on
transfer under state and/or federal securities laws. The issuance and sale of
the Shares will not give rise to any preemptive right or right of first refusal
or right of participation on behalf of any person.

            (d) No Conflict. The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated hereby will not,
conflict with, or result in any violation of, or default, or give rise to a
right of termination, cancellation or acceleration of any material obligation or
to a loss of a material benefit, under, any provision of the Articles of
Incorporation, and any amendments thereto, Bylaws and any amendments thereto of
the Company or any material mortgage, indenture, lease or other agreement or
instrument, permit, concession, franchise, license, judgment, order, decree
statute, law, ordinance, rule or regulation applicable to the Company, its
properties or assets and which would have a material adverse effect on the
Company's business and financial condition.

            (e) Governmental Consent, etc. No consent, approval or authorization
of or designation, declaration or filing with any governmental authority on the
part of the Company is required in connection with the valid execution and
delivery of this Agreement, or the offer, sale or issuance of the Shares, or the
consummation of any other transaction contemplated hereby. (f) Reporting Status.
The Company is in full compliance, to the extent applicable, with all reporting
obligations under either Section 12(b), 12(g) or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). The Company has registered
its Common Stock pursuant to Section 12 of the Exchange Act and the Company's
Common Stock is listed on the NASDAQ National Market System under the symbol
"IMMT."

            4. Representations and Warranties of the Company and Subscribers.
Each of the Subscriber and the Company represent and warrant to the other the
following with respect to itself:

            (a) Subscription Agreement. The Subscription Agreement has been duly
authorized, validly executed and delivered on behalf of the Company and the
Subscriber and is a valid and binding agreement in accordance with its terms,
subject to general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors' rights generally.

            (b) Non-contravention. The execution and delivery of the
Subscription Agreement and the consummation of the issuance of the Securities
and the transaction contemplated by the Subscription Agreement do not and will
not conflict with or result in a breach by the Company or any Subscriber of any
of the terms or provisions of, or constitute a default under, the articles of
incorporation or by-laws of the Company or any Subscriber, or any indenture,
mortgage, deed of trust of other material agreement or instrument to which the
Company or any Subscriber is a party or by which it or any of its properties or
assets are bound, or any existing applicable law, rule or regulation or any
applicable decree, judgment or order of any court, Federal or State regulatory
body, administrative agency or other governmental body having jurisdiction over
the Company or any Subscriber or any of its properties or assets.

            (c) Approvals. Neither the Company nor the Subscriber is aware of
any authorization, approval or consent of any governmental body which is legally
required for the issuance and sale of the Securities.

            (d) Indemnification. Each of the Company and the Subscriber agree to
indemnify the other and to hold the other harmless from and against any and all
losses, damages, liabilities, costs and expenses (including reasonable
attorneys' fees) which the other may sustain or incur in connection with the
breach by the indemnifying party of any representation, warranty or covenant
made by it in this Agreement.

            (e) Exemption; Reliance on Representations. The Subscriber
understands that the offer and sale of the Securities are not being registered
under the Securities Act and that the Securities are being offered and sold
under an exemption from registration pursuant to Section 4(2) of the Securities
Act. The Company intends that the offer and sale of the Shares qualify for the
safe harbor protection provided by Regulation D, Rule 506 of the Securities Act.
Each of the Company and Subscriber agree to comply in all respects with the
provisions of Regulation D in connection with the transactions contemplated
hereby.

            (f) Stock Delivery Instructions/Legend. The Preferred Stock
certificates and the Common Stock certificates for the Underlying Shares in the
event of Conversion (unless then registered pursuant to the Securities Act)
shall be delivered bearing a legend substantially as follows:

"THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN SOLD
PURSUANT TO SECTION 4(2) AN EXEMPTION FROM REGISTRATION PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"). THESE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE OFFERED, RESOLD OR TRANSFERRED EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM."

            5. Covenants of the Company. The Company covenants and agrees that
on and after the Closing Date it will:

            (a) Registration Rights. The Company will use commercially
reasonable efforts to register the Underlying Shares on Form S-3 pursuant to the
Securities Act and to keep such registration effective for the lesser of (i) 24
months from the date of issuance or (ii) until such time as all Preferred Stock
have been converted to Common Stock. The Company shall file, or amend, a Form
S-3 registration statement to effect the registration of the Underlying Shares
within 30 business days from the Closing Date and shall use commercially
reasonable efforts to have such registration statement declared effective no
later than 120 days after filing the Form S-3 ("Registration Date"). In the
event the Company fails to register the Underlying Shares by the Registration
Date the Company shall pay a fee of 1.0% of the Purchase Price to the Subscriber
as liquidated damages.

            (b) Right of First Offer. For the period beginning on the Closing
Date and for six months thereafter, prior to any non-public equity offering of
the Company (such non-public equity offering other than an issuance of stock
pursuant to (i), (ii), (iii) or (iv) below, a "PIPE") other than an issuance of
stock (i) pursuant to the Company's stock option plans and employee stock
purchase plans, (ii) in connection with (a) the exercise of warrants or (b)
pursuant to the terms of any class or series of debentures, stock or any other
options, warrants or other convertible securities, outstanding on the date
hereof, (iii) in connection with bank credit agreements and equipment and/or
land lease lines with a non-equity financing purpose or (iv) in connection with
an acquisition, merger, partnering, licensing or strategic transactions, the
Company shall first offer to the Subscriber and all other Preferred Stock
holders the opportunity to purchase the shares proposed to be offered in the
PIPE pro rata based upon the number of shares of Preferred Stock held.
Subscriber's pro-rata share shall be calculated by dividing the number of shares
of Preferred Stock held by the Subscriber by the number of shares of Preferred
Stock then outstanding. The Company must offer the Subscriber twenty days in
advance of an offering of a PIPE generally ("Offer Period") the opportunity to
purchase shares on the terms and conditions to be offered generally ("PIPE
Notice"). The PIPE Notice must state the type and price of the shares offered,
the name and address of the escrow agent for the transaction and the number of
shares the Subscriber is eligible to purchase. To participate the Subscriber
must during the Offer Period notify the Company of the number of shares to be
purchased (pursuant to the PIPE Notice) and deliver a certified check addressed
to the escrow agent for the aggregate purchase price of the shares. To the
extent the Subscriber does not purchase the offered shares, the Company may sell
such shares to third parties on the terms and conditions contained in the PIPE
Notice for 30 business days following the expiration of the Offer Period.
Failure to sell all the shares to third parties shall not enable the Subscriber
to rescind its purchase.

            6. Conditions to the Company's Obligation to Sell. Subscribers
understand that the Company's obligation to sell the Preferred Stock and
Warrants are conditioned upon:

            (a) The execution and delivery by the Subscriber of this Agreement;

            (b) Delivery to CWT by Subscriber of immediately available funds as
payment in full for the purchase of the Securities; and

            (c) All representations and warranties of the Subscribers being true
and correct.

            7. Conditions to Subscriber's Obligation to Purchase. The Company
understands that Subscriber's obligation to purchase the Preferred Stock is
conditioned upon:

            (a) The execution and delivery by the Company of this Agreement;

            (b) Delivery of the original Preferred Stock and Warrants as
described herein;

            (c) The execution and delivery by each executive officer and
director of the Company of a lock-up agreement prohibiting the sale, either
directly or indirectly, of more than 5% of such executive officer or director's
equity ownership in the Company for a six month period beginning on the Closing
Date substantially in the form of Exhibit E hereto;

            (d) Delivery by the Company of a capitalization table reflecting all
outstanding securities of the Company, including without limitation, securities
issued pursuant to this offering; and

            (e) All representations and warranties of the Company being true and
correct.

            8. Miscellaneous.

            (a) This Agreement will be construed and enforced in accordance with
and governed by the laws of the State of New York, without reference to
principles of conflicts of law. Each of the parties consents to the jurisdiction
of the federal courts of any New York district or the state courts of the State
of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions. Each party hereby agrees that if the other
party to this Agreement obtains a judgment against it in a New York proceeding,
the party which obtained such judgment may enforce same by summary judgment in
the courts of any country having jurisdiction over the party against whom such
judgment was obtained, and each party hereby waives any defenses available to it
under local law and agrees to the enforcement of such a judgment. Each party to
this Agreement irrevocably consents to the service of process in any such
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to such party at its address set forth herein. Nothing herein
shall affect the right of any party to serve process in any other manner
permitted by law.

            (b) If for any reason the transactions contemplated by this
Agreement are not consummated, each of the parties hereto shall keep
confidential any information obtained from any other party (except information
publicly available or in such party's domain prior to the date hereof, and
except as required by court order) and shall promptly return to the other
parties all schedules, documents, instruments, work papers or other written
information, without retaining copies thereof, previously furnished by it as a
result of this Agreement or in connection herewith.

            (c) In lieu of the original, a facsimile transmission or copy of the
original shall be as effective and enforceable as the original. This Agreement
may be executed in counterparts which shall be considered an original document
and which together shall be considered a complete document.

            (d) This Agreement and Exhibits hereto constitute the entire
agreement between the Subscriber and the Company with respect to the subject
matter hereof. This Agreement may be amended only in writing.

            (e) The Subscribers represent to the Company that the
representations and warranties of the Subscriber contained herein are complete
and accurate and may be relied upon by the Company in determining the
availability of an exemption from registration under federal and state
securities laws in connection with a private offering of securities.

            (f) In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.

            (g) Each of the parties agree to keep confidential and not to
disclose to or use for the benefit of any third party the terms of this
Agreement or any other information which at any time is communicated by the
other party as being confidential without the prior written approval of the
other party; provided, however, that this provision shall not apply to
information which, at the time of disclosure, is already part of the public
domain (except by breach of this Agreement) and information which is required to
be disclosed by law.

            (h) Each of the parties shall pay its own fees and expenses
(including the fees of any attorneys, accountants, appraisers or others engaged
by such party) in connection with this Agreement and the transactions
contemplated hereby.


            IN WITNESS WHEREOF, this Subscription Agreement was duly executed on
the date first written below.



                                       _______________________________________,
                                       Subscriber



                                       By:____________________________________
                                          Name:
                                          Title:

                                       Executed at __________________________
                                       this ____ day of ____________, 2002

Agreed to and Accepted on
this _____ day of February, 2002

IMMTECH INTERNATIONAL, INC.



By:____________________________________
   Name:  T. Stephen Thompson
   Title:    President and Chief
              Executive Officer
<PAGE>







FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:

NAME:         _________________________________________________________________

ADDRESS:      _________________________________________________________________

TEL NO:       _________________________________________________________________

FAX NO:       _________________________________________________________________

CONTACT       _________________________________________________________________

NAME:         _________________________________________________________________

DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):

NAME:         _________________________________________________________________

ADDRESS:      _________________________________________________________________

TEL NO:       _________________________________________________________________

FAX NO:       _________________________________________________________________

CONTACT
NAME:         _________________________________________________________________

SPECIAL
INSTRUCTIONS: _________________________________________________________________
<PAGE>
                                    Exhibit C

                           IMMTECH INTERNATIONAL, INC.
                        ACCREDITED INVESTOR QUESTIONNAIRE

Note: Individuals must complete SECTION I and Corporations, Partnerships,
      Trusts and other Entities must complete SECTION II

ALL QUESTIONS IN THE APPROPRIATE SECTION MUST BE ANSWERED

SECTION I. QUESTIONS FOR INDIVIDUALS

1.    Name: ___________________________________

      U.S. Citizen:           Yes____     No____      Age:____

      Number of Dependents:____           Social Security No.:_____________

2. Accredited Investor Suitability Requirements. An individual will qualify as
an Accredited Investor as defined in Rule 501(a) of the Securities Act of 1933
("Securities Act") if he or she meets any one of the following requirements. The
undersigned entity certifies that he/she is an Accredited Investor because:

(A) Yes____ No____ I am a natural person and had an individual income in excess
of $200,000 in each of the two most recent years and reasonably expect an income
in excess of $200,000 in the current year. For these purposes "income" means my
individual adjusted gross income for federal income tax purposes, plus (i) any
deduction for long term capital gain; (ii) any deduction for depletion; (iii)
any exclusion for interest; and (iv) any losses of a partnership allocated to an
individual limited partner.

(B) Yes____ No____ I am a natural person and had a joint income with my spouse
in excess of $300,000 in each of the two most recent years and reasonably expect
a joint income with my spouse in excess of $300,000 in the current year. For
these purposes "income" shall be determined as set forth in Section 2(A) above.

(C) Yes____ No____ I am a natural person and had an individual net worth on the
date hereof (or joint net worth with my spouse) in excess of $1 million
(including my home, home furnishings and automobiles).

SECTION II. QUESTIONS FOR CORPORATIONS, PARTNERSHIPS, TRUSTS AND OTHER
            ENTITIES

1.    Name and Nature of Entity:    _______________________________

2.    Date of Organization:         _______________________________

3.    State of Organization:        _______________________________

4.    Taxpayer Identification No.:  _______________________________

5.    Accredited Investor Suitability Requirements:

(A) Yes____ No____ Was the entity formed for the specific purpose of investing
in the securities (as defined in Section 3(a)(10) of the Securities Exchange Act
of 1934 ((the "Exchange Act")) or in the equity securities (as defined in
Section 3(a)(11) of the Exchange Act) of Immtech International Inc. (separately
and any combination thereof, the "Securities")?

(B) If your answer to question 5(A) above is "No," CHECK whichever of the
following statements is applicable to the entity; if your answer to question (A)
is "Yes" or if none of the statements in clause (1) below is applicable, the
entity must be able to certify to statement 5(B)(2) below in order to qualify as
an Accredited Investor.

(1) The undersigned entity certifies that it is an Accredited Investor because
it is:

(i) Yes____ No____ a bank, as defined in Section 3(a)(2) of the Securities Act,
or a savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary
capacity;

(ii) Yes____ No____ a broker or dealer registered pursuant to Section 15 of the
Exchange Act;

(iii) Yes____ No____ an insurance company as defined in Section 2(13) of the
Securities Act;

(iv) Yes____ No____ an investment company registered under the Investment
Company Act of 1940 ("1940 Act");

(v) Yes____ No____ a business development company as defined in Section 2(a)(48)
of the 1940 Act;

(vi) Yes____ No____ a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;

(vii) Yes____ No____ a plan established by a state or its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, provided that such employee
benefit plan has total assets in excess of $5,000,000;

(viii)Yes____ No____ an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, provided that (A) the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such act,
and the plan fiduciary is either a bank, insurance company or registered
investment adviser, or (B) the employee benefit plan has total assets in excess
of $5,000,000, or (C) the plan is a self-directed plan and the investment
decisions are made solely by persons that are Accredited Investors (if a
self-directed plan with more than one investment account: (1) each participant
must maintain a separate investment account within the plan, and (2) the funds
of the separate investment accounts within the plan must not be commingled);

(ix) Yes____ No____ a private business development company as defined in Section
202(a)(22) of the 1940 Act;

(x) Yes____ No____ an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or
similar business trust, or partnership, not formed for the specific purpose of
acquiring the Securities, with total assets in excess of $5,000,000; or

(xi) Yes____ No____ a trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Securities, whose subscription
is directed by a sophisticated person as defined in Rule 506(b)(2)(ii)
promulgated under the Securities Act.

(2) The undersigned entity certifies that it is an Accredited Investor because
each of its stockholders, partners or other equity holders meets at least one of
the following conditions:

(i) Yes____ No____ He/She is a natural person and had an individual net worth
(or joint net worth with spouse) at the time of subscription in excess of $1
million (including home, home furnishings and automobiles).

(ii) Yes____ No____ He/She is a natural person and had an individual income in
excess of $200,000 (or joint income with spouse in excess of $300,000) in each
of the two most recent years and reasonably expects an individual income in
excess of $200,000 (or joint income with spouse in excess of $300,000) in the
current year. For these purposes "income" means individual adjusted gross income
for federal income tax purposes, plus (i) any deduction for long term capital
gains; (ii) any deduction for depletion; (iii) any exclusion for interest; and
(iv) any losses of a partnership allocated to an individual limited partner.

(iii) Yes____ No____ The stockholder, partner or other equity holder is a
corporation, partnership, trust or other entity which meets the description of
at least one of the organizations specified in statement B(1) above or whose
stockholders, partners or other equity holders meet at least one of the
descriptions in this statement B(2).

IN WITNESS WHEREOF, the undersigned has executed this Investor Questionnaire
this ____ day of ________, 2002, and declares that it is truthful and correct.

Name of Investor or Entity:                    ________________________________

Signature of Investor or Representative:       ________________________________

If an Entity, Name and Title of Signatory      ________________________________

Address:                                       ________________________________

                                               ________________________________
<PAGE>
                                    Exhibit D


                              NOTICE OF CONVERSION
    (To be Executed by the Warrant Holder in order to Convert the Convertible
                                Preferred Stock)

            The undersigned hereby irrevocably elects to convert the above
Preferred Stock No. ____ into Shares of common stock of Immtech International,
Inc. (the "Company") according to the conditions hereof, as of the date written
below.

            The undersigned represents and warrants that:

1.    The undersigned represents and warrants that all offers and sales by the
      undersigned of the shares of Common Stock issuable to the undersigned upon
      conversion of the Preferred Stock shall be made pursuant to an exemption
      from registration under the Securities Act of 1933, as amended
      ("Securities Act") or pursuant to registration of the Common Stock under
      the Securities Act, subject to any restrictions on sale or transfer set
      forth in the Series A Convertible Preferred Subscription Agreement between
      the Company and the original holder of the Preferred Stock submitted
      herewith for conversion.

2.    The undersigned has not engaged in any transaction or series of
      transactions that is a part of or a plan or scheme to evade the
      registration requirements of the Securities Act.

3.    Upon conversion pursuant to this Notice of Conversion, the undersigned
      will not own or deemed to beneficially own (within the meaning of the
      Securities Exchange Act of 1934) 4.99% or more of the then issued and
      outstanding shares of the Company.



_______________________________________ ________________________________________
          Date of Conversion*                 Applicable Conversion Price

_______________________________________ ________________________________________
Number of Common Shares upon Conversion         $ Amount of Conversion


_______________________________________ ________________________________________
               Signature                                  Name

Address:                                 Deliver Shares to:
_______________________________________ ________________________________________
_______________________________________ ________________________________________
_______________________________________ ________________________________________
_______________________________________ ________________________________________


* The original Preferred Stock Certificate and Notice of Conversion must be
received by the Company by the third business day following the Date of
Conversion.