Exhibit 10.3

                             STOCK PURCHASE WARRANT

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY OTHER LAWS
AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER LAWS. NEITHER THE SECURITIES
EVIDENCED BY THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                                                             February __, 2002

      Immtech International, Inc., a Delaware corporation ("Company") hereby
grants __________________________ ("Warrant Holder"), on the terms and
conditions set forth below, the right to purchase from the Company at any time
during the Exercise Period (hereinafter defined) up to fully-paid and
non-assessable shares of common stock, par value $0.01 per share, of the Company
(the "Common Stock"), as the same may be adjusted pursuant to Section 5 hereof,
at the Exercise Price (hereinafter defined).

Section 1. Definitions.

      "Aggregate Exercise Price" means the Exercise Price multiplied by the
total number of shares of Common Stock for which this Warrant is being
exercised.

      "Exercise Date" means the date this Warrant, the Exercise Notice and the
Aggregate Exercise Price are received by the Company.

      "Exercise Notice" means the form attached hereto as Exhibit A, duly
executed by the Warrant Holder.

      "Exercise Period" means the period beginning on the date the Warrant
Holder ceases to be a holder of Series A Preferred Stock, $0.01 par value, of
the Company ("Preferred Stock"), by conversion or redemption of his Series A
Preferred Stock pursuant to the terms of Certificate of Designation of the
Company of even date herewith (excluding transfers) and continuing until the
fifth anniversary of the date hereof; provided that if the Company exercises its
right to redeem this Warrant pursuant to Section 6 hereof, the Exercise Period
shall end on such date of redemption.

      "Exercise Price" is $6.00 per share of Common Stock, subject to the
adjustments set forth in Section 5 hereof.

      ""Fair Market Value" means the volume weighted average of the Company's
Common Stock for the 10 days preceding the date of issuance of this Warrant.

      "Warrant" means the right to purchase shares of Common Stock granted by
this warrant.

      "Warrant Shares" means shares of Common Stock issuable upon exercise of
this Warrant.

Section 2. Exercise. (a) This Warrant may be exercised by the Warrant Holder, in
whole or in part, at any time and from time to time during the Exercise Period
by the delivery to the Company at the address set forth in Section 11 hereof
this Warrant, the Exercise Notice duly executed by the Warrant Holder and the
Aggregate Exercise Price.

      (b) Subject to paragraph (c) below, payment of the Aggregate Exercise
Price shall be made by check or bank draft payable to the order of the Company
or by wire transfer to an account designated by the Company.

      (c) In the event that the Warrant is not exercised in full, the number of
Warrant Shares shall be reduced by the number of Warrant Shares for which the
Warrant is exercised, and the Company, at its expense, shall issue and deliver
to the Warrant Holder a new Warrant in the name of the Warrant Holder,
reflecting the reduced number of Warrant Shares.

Section 3. Delivery of Stock Certificates. (a) Subject to the terms and
conditions of this Warrant, promptly after the exercise of this Warrant in full
or in part, the Company will cause to be issued in the name of and delivered to
the Warrant Holder, or as the Warrant Holder may lawfully direct, a certificate
or certificates for the number of validly issued, fully paid and non-assessable
Warrant Shares to which the Warrant Holder is entitled upon such exercise,
together with any other stock or other securities or property (including cash,
where applicable) to which the Warrant Holder is entitled in accordance with the
provisions hereof.

      (b) This Warrant may not be exercised as to fractional shares of Common
Stock. In the event that the exercise of this Warrant would result in the right
to acquire a fractional share, then such fractional share shall be considered a
whole share and shall be added to the number of Warrant Shares issuable to the
Warrant Holder upon exercise of this Warrant.

Section 4. Representations, Warranties and Covenants of the Company. (a) The
Company will take all necessary action as may be required and permitted for the
legal and valid issuance of this Warrant and the Warrant Shares to the Warrant
Holder.

      (b) The Warrant Shares, when issued in accordance with the terms hereof,
will be duly authorized and, when paid for or issued in accordance with the
terms hereof, will be validly issued, fully paid and non-assessable.

      (c) The Company has authorized and reserved for issuance to the Warrant
Holder the requisite number of shares of Common Stock to be issued pursuant to
this Warrant. The Company will at all times reserve and keep available, solely
for issuance and delivery as Warrant Shares hereunder, such shares of Common
Stock as shall from time to time be issuable as Warrant Shares, and will
accordingly adjust the number of such shares of Common Stock promptly upon the
occurrence of any of the events specified in Section 5 hereof.

Section 5. Anti-Dilution. The Exercise Price and, accordingly, the number of
Warrant Shares issuable upon exercise of the Warrant, are subject to adjustment
from time to time in accordance with this Section 5.

      (a) Issuances of Common Stock or Convertible Securities. If the Company,
at any time prior to January 1, 2003, issues shares of its Common Stock or
rights, options, warrants or convertible or exchangeable securities entitling
the holders thereof to purchase or otherwise acquire shares of Common Stock
("Common Stock Equivalents") at a price per share less than the Exercise Price
in effect immediately prior to such issuance ("Triggering Issue"), then in each
such case the Exercise Price, except as hereinafter provided, shall be lowered
so as to be equal to an amount determined by multiplying such Exercise Price by
a fraction:

            (i) the numerator of which shall be (x) the number of shares of
      Common Stock "outstanding" (as hereinafter defined) immediately prior to
      the issuance of such additional shares of Common Stock or Common Stock
      Equivalents (calculated on a fully-diluted basis assuming the conversion
      of all then presently exercisable Common Stock Equivalents), plus (y) the
      number of shares of Common Stock which the net aggregate consideration, if
      any, received by the Company for the total number of such additional
      shares of Common Stock or Common Stock Equivalents so issued in such
      Triggering Issue would purchase at the Exercise Price in effect
      immediately prior to such issuance,

            (ii) the denominator of which shall be (x) the number of shares of
      Common Stock outstanding immediately prior to the issuance of such
      additional shares of Common Stock or Common Stock Equivalents (calculated
      on a fully-diluted basis assuming the exercise or conversion of all then
      presently exercisable Common Stock Equivalents), plus (y) the number of
      such additional shares of Common Stock so issued in such Triggering Issue
      (assuming the exercise or conversion of all Common Stock Equivalents
      issued in such Triggering Issue), and

            (iii) in no event, however, shall the Exercise Price be less than
      Fair Market Value.

      "Outstanding" when used with reference to Common Stock or any other stock
      of the Company having the right to participate in the distribution of
      dividends (as and when declared) and assets (upon liquidation of the
      Company) (collectively, the "Shares") means, at any date as of which the
      number of Shares is to be determined, all issued and outstanding Shares,
      and shall include all Shares issuable in respect of outstanding rights,
      options, warrants or convertible or exchangeable securities in such
      Shares; provided, however, that "Outstanding" shall not refer to any such
      Shares then directly or indirectly owned or held by or for the account of
      the Company.

      (b) Issuances of Warrants, Options and Purchase Rights to Common Stock or
Convertible Securities. For the purposes of this Section 5, the issuance of any
Common Stock Equivalent shall be deemed an issuance of Common Stock with respect
to adjustments in the Exercise Price if the Net Consideration Per Share (as
hereinafter determined) which may be received by the Company for such Common
Stock shall be less than the Exercise Price in effect at the time of such
issuance. Any obligation, agreement or undertaking to issue Common Stock
Equivalents at any time in the future shall be deemed to be an issuance at the
time such obligation, agreement or undertaking is made or arises. No adjustment
of the Exercise Price shall be made under this Section 5 upon the issuance of
any shares of Common Stock which are issued pursuant to the exercise, conversion
or exchange of any Common Stock Equivalents to the extent any adjustment shall
previously have been made upon the issuance of any such Common Stock Equivalents
as above provided.

            (i) Adjustments for Cancellation or Expiration of Common Stock
      Equivalents. Should the Net Consideration Per Share of any such Common
      Stock Equivalents be adjusted from time to time, then, upon the
      effectiveness of each such change, the Exercise Price will be that which
      would have been obtained (x) had the adjustments made upon the issuance of
      such Common Stock Equivalents been made upon the basis of the actual Net
      Consideration Per Share of such securities, and (y) had the adjustments
      made to the Exercise Price since the date of issuance of such Common Stock
      Equivalents been made to such Exercise Price as adjusted above. Any
      adjustment of the Exercise Price with respect to this Section 5(b) which
      relates to any Common Stock Equivalent shall be disregarded if, as, and
      when such Common Stock Equivalent expires or is canceled without being
      exercised, or is repurchased by the Company at a price per share at or
      less than the original purchase price, so that the Exercise Price
      effective immediately upon such cancellation or expiration shall be equal
      to the Exercise Price that would have been in effect had the expired or
      canceled Common Stock Equivalent not been issued.

            (ii) For purposes of this paragraph, the "Net Consideration Per
      Share" means the amount equal to the total amount of consideration, if
      any, received by the Company for the issuance of such Common Stock
      Equivalents, plus the minimum amount of consideration, if any, payable to
      the Company upon exercise, or conversion or exchange thereof, divided by
      the aggregate number of shares of Common Stock that would be issued if all
      such Common Stock Equivalents were exercised, exchanged or converted. The
      Net Consideration Per Share which may be received by the Company shall be
      determined in each instance as of the date of issuance of Common Stock
      Equivalents without giving effect to any possible future price adjustments
      or rate adjustments which may be applicable with respect to such Common
      Stock Equivalents.

      (c) Stock Dividends for Holders of Capital Stock Other Than Common Stock.
In the event that the Company shall make or issue, or shall fix a record date
for the determination of holders of any capital stock of the Company other than
holders of Common Stock entitled to receive a dividend or other distribution
payable in Common Stock or securities of the Company convertible into or
otherwise exchangeable for shares of Common Stock of the Company, then such
Common Stock or other securities issued in payment of such dividend shall be
deemed to have been issued for no consideration, except for (i) dividends
payable in shares of Common Stock payable pro rata to holders of Series A
Preferred Stock and to holders of any other class of stock (whether or not paid
to holders of any other class of stock), or (ii) with respect to the Series A
Preferred Stock, dividends payable in shares of Common Stock or Series A
Preferred Stock.

      (d) Consideration Other than Cash. For purposes of this Section 5, if a
part or all of the consideration received by the Company in connection with the
issuance of shares of the Common Stock or the issuance of any of the securities
described in this Section 5 consists of property other than cash, such
consideration shall be deemed to have a fair market value as is reasonably
determined in good faith by the Board of Directors of the Company.

      (e) Exceptions to Anti-dilution Adjustments. The provisions of this
Section 5 shall not apply to any Common Stock issued, issuable or deemed
outstanding (i) pursuant to the Company's stock option plans and employee stock
purchase plans, (ii) in connection with (a) the exercise of the Warrants granted
to Series A Preferred Stockholders, (b) Common Stock issued as dividends to
Series A Preferred Stockholders or (c) pursuant to the terms of any existing
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 and (iv) in connection with an acquisition, merger,
partnering, licensing or strategic transactions.

      (f) Extraordinary Common Stock Event. Upon the happening of an
Extraordinary Common Stock Event (as hereinafter defined), the Exercise Price
(and all other adjustments set forth above) shall, simultaneously with the
happening of such Extraordinary Common Stock Event, be adjusted by multiplying
the Exercise Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such Extraordinary
Common Stock Event and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such Extraordinary Common Stock
Event, and the product so obtained shall thereafter be the Exercise Price. The
Exercise Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive Extraordinary Common Stock Event or Events. An
"Extraordinary Common Stock Event" means (i) the issue of additional shares of
Common Stock as a dividend or other distribution on outstanding shares of Common
Stock, (ii) a subdivision of outstanding shares of Common Stock into a greater
number of shares of Common Stock, or (iii) a combination or reverse stock split
of outstanding shares of Common Stock into a smaller number of shares of the
Common Stock.

      (g) Capital Reorganization or Reclassification. If the Common Stock
issuable upon the conversion of the Series A Preferred Stock shall be changed
into the same or different number of shares of any class or classes of capital
stock, whether by Reorganization or otherwise (other than a subdivision or
combination of shares or stock dividend provided for elsewhere in this Section
5, or the sale of all or substantially all of the Company's capital stock or
assets to any other person), then and in each such event the holders of the
Series A Preferred Stock shall have the right thereafter to convert such shares
into the kind and amount of shares of capital stock and other securities and
property receivable upon such Reorganization or other change by the holders of
the number of shares of Common Stock into which such shares of Series A
Preferred Stock might have been converted immediately prior to such
reorganization, recapitalization, reclassification or change, all subject to
further adjustment as provided herein.

Section 6. Redemption. At any time after the first anniversary of the date
hereof if the Company's Common Stock closes above 200% of the Exercise Price for
20 consecutive "trading days" (days the principal exchange on which the Common
Stock is traded is open for business or, if the Common Stock is no longer traded
on an exchange, business days), the Company may redeem any unexercised portion
of this Warrant for a redemption fee of $0.10 per share ("Redemption Fee"). At
least 20 trading days prior to the date fixed for the redemption the Company
shall mail written notice to each Warrant Holder at his address last shown on
the records of the Company, notifying such holder of the redemption, specifying
the date of the redemption ("Redemption Date") and the date on which such
holder's exercise rights terminate (which shall be no more than 5 business days
prior to the Redemption Date) and calling upon such holder to surrender to the
Company, in the manner and at the place designated, his Warrant, to the extent
unexercised. From and after the Redemption Date, the Warrant Holder shall have
no rights with respect of the Warrant except the right to receive the Redemption
Fee without interest upon surrender of his Warrant.

Section 7. Rights As Stockholder. Prior to exercise of this Warrant, the Warrant
Holder shall have no rights as a stockholder of the Company with respect to the
Warrant Shares, including the right to vote such shares, receive dividends or
other distributions, or be notified of stockholder meetings.

Section 8. Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of the
Warrant and, in the case of any of the foregoing, upon delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of such
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

Section 9. Restricted Securities. The securities evidenced by this Warrant have
not been registered under the U.S. Securities Act of 1933, as amended, or any
other laws and have been issued in reliance upon an exemption from the
registration requirements of the Securities Act and such other laws. Neither the
securities evidenced by this certificate nor any interest or participation
herein may be offered, sold, assigned, transferred, pledged, encumbered,
hypothecated or otherwise disposed of except pursuant to an effective
registration statement under the Securities Act or in a transaction exempt from,
or not subject to, the registration requirements of the Securities Act. Any
replacement Warrants issued pursuant to Sections 2 or 8 hereof and any Warrant
Shares issued upon exercise hereof, shall bear the legend set forth at the head
of this Warrant. Such legend shall only be removed in the event that the
security which would otherwise bear such legend is registered pursuant to the
Securities Act and the party seeking to remove such legend provides the Company
with an opinion of counsel, which opinion shall be satisfactory to the Company,
stating the removal of such legend is appropriate.

Section 10. Registration Rights. The Company will use commercially reasonable
efforts to register the Warrant 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 exercise or (ii) until such time as all Warrant Shares have been
sold. The Company shall file, or amend, a Form S-3 registration statement to
effect the registration of the Warrant 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 Warrant Shares by the Registration Date the Company shall pay a fee of 1.0%
of the Aggregate Exercise Price to the Warrant Holder as liquidated damages.

Section 11. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and
shall be deemed duly given upon receipt, on the fifth business day thereafter if
deposited in the mail or upon confirmation of transmission if transmitted by
electronic means. The addresses and facsimile numbers for such communications
shall be:

if to the Company:     Immtech International, Inc.
                       150 Fairway Drive
                       Suite 150
                       Vernon Hills, IL 60061
                       Attention:  T. Stephen Thompson, Chief Executive Officer
                       Telephone:  (847) 573-0033
                       Facsimile:  (847) 573-8288

if to Warrant Holder:



                       Telephone:
                       Facsimile:

      Either party hereto may from time to time change its address or facsimile
number for notices under this Section 11 by giving written notice of such change
to the other party hereto.

Section 12. Miscellaneous.

      (a) Headings. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof.

      (b) Applicable Law. This Warrant shall be governed by the internal laws of
the State of New York, without giving effect to the conflicts of law provisions
thereof.

      (c) Severability. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.

      (d) Entire Agreement. This Warrant constitutes the entire agreement among
the parties with respect to the subject matter hereof. No amendment to this
Warrant shall be effective unless in writing signed by the party against which
enforcement of such is sought.

      (e) Dispute Resolution. If the parties hereto are unable to resolve any
dispute under this Warrant by negotiations, the dispute shall be exclusively
settled by confidential arbitration under the then current Commercial
Arbitration Rules of the American Arbitration Association in New York City by
three arbitrators, one selected by the Company, one by the Warrant Holder and
the third by the two so selected. Judgment upon any arbitrators' award may be
entered in any court having jurisdiction. The arbitrators shall have no
authority to amend this Warrant.

      IN WITNESS WHEREOF, this Warrant was duly executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.


                              IMMTECH INTERNATIONAL, INC.



                              By: ____________________________________________
                                  Name:  T. Stephen Thompson
                                  Title: President and Chief Executive Officer



Attested:




By: _________________________________________
    Name:  Gary Parks
    Title: Treasurer, Secretary and Chief Financial Officer
<PAGE>

                              WARRANT EXERCISE FORM
                           IMMTECH INTERNATIONAL, INC.

      The undersigned ("Warrant Holder") hereby irrevocably exercises the right
to purchase __________________ shares of Common Stock, $0.01 par value, of
Immtech International, Inc., an entity organized and existing under the laws of
the State of Delaware (the "Company"), evidenced by the attached Warrant, and
herewith makes payment of the Aggregate Exercise Price for such shares in full
in the form of (check the appropriate box) (i) by certified or bank check in the
amount of $________ per Share and the aggregate amount of $___________ or (ii)
by wire transfer of immediately available funds to an account designated by the
Company.

      By delivering this notice, the undersigned agrees to be subject to the
terms and conditions of the attached Warrant.

      The undersigned requests that stock certificate(s) for the Shares to be
issued pursuant to this Warrant Exercise Form, and any Warrant representing any
unexercised portion hereof be issued, in the name of the Warrant Holder and
delivered to the undersigned at the address set forth below and be registered on
the books and records of the Company with the transfer agent.

Dated:_________________________________



_______________________________________
Signature of Warrant Holder


_______________________________________
Name of Warrant Holder (Print)



_______________________________________
Address

                                     NOTICE

      The signature to the foregoing Exercise Form must correspond to the name
as written upon the face of the attached Warrant in every particular, without
alteration, enlargement or any other change whatsoever.