Exhibit 10.2

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 UNDER REGULATION S PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("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 ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

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

                           IMMTECH INTERNATIONAL, INC.

            THIS AGREEMENT is executed in reliance upon the transaction
exemption afforded by Regulation S as promulgated by the Securities and Exchange
Commission ("SEC"), under the Securities Act of 1933, as amended ("Act").

            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 upon the provisions of Regulation S under the 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 of Common Stock 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
country 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 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) Offering Outside the United States. The Subscriber is not a
"U.S. Person" as defined in Regulation S (as the same may be amended from time
to time) promulgated under the Act.(1) At the time the subscription for this
transaction was originated, Subscribers were outside the United States and no
offer to purchase the Securities was made in the United States. Except for a
transaction registered under the Act or pursuant to an exemption from such
registration, Subscribers agree not to reoffer or sell the Securities, or to
cause any transferee permitted hereunder to reoffer or sell the Securities,
within the United States, or for the account or benefit of a U.S. Person, (i) as
part of the distribution of the Securities at any time, or (ii) otherwise, until
at least one year after the Securities are issued ("Holding Period"), and, in
either case, only in a transaction meeting the requirements of Regulation S or
Rule 144 under the Act, including without limitation, where the offer (i) is not
made to a person in the United States and either (A) at the time the buy order
is originated, the buyer is outside the United States or the Seller and any
person acting on its behalf reasonably believe that the buyer is outside the
United States, or (B) the transaction is executed in, on or through the
facilities of a designated offshore securities market and neither the seller nor
any person acting on its behalf knows that the transaction has been pre-arranged
with a buyer in the United States; and (ii) no directed selling efforts shall be
made in the United States by the buyer, an affiliate or any person acting on
their behalf.

------------------
(1) Pursuant to Regulation S, a "U.S. Person" means: (i) any natural person
resident in the United States, (ii) any partnership or corporation organized or
incorporated under the laws of the United States, (iii) any estate of which any
executor or administrator is a U.S. Person, (iv) any trust of which any trustee
is a U.S. Person, (v) any agency or branch of a foreign entity located in the
United States, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if any individual resident in the United States), (vii) any discretionary
account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated or (if an individual resident in the
United States), or (viii) any partnership or corporation if organized under the
laws of any foreign jurisdiction and formed by any U.S. Person principally for
the purpose of investing in securities not registered under the Act, unless it
is organized or incorporated and owned by accredited investors (as defined in
Rule 501(a) under the Act) who are not natural persons, estates or trusts.


            (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
the Holding Period 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 Regulation S
promulgated under the Act and the Holding Period.

            (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 C, that such holder has
complied with all of the requirements of Regulation S 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.

            The Subscriber understands that the Company is the issuer of the
securities which are the subject of this Agreement, and that, for purposes of
Regulation S, a "distributor" is any underwriter, dealer or other person who
participates, pursuant to a contractual arrangement, in the distribution of
securities offered or sold in reliance on Regulation S and that an "affiliate"
is any partner, officer, director or any person directly or indirectly
controlling, controlled by or under common control with the person in question.
In this regard, the Subscriber shall not, during the one year Holding Period set
forth under Rule 903(c)(2), act as a distributor, either directly or through any
affiliate, nor shall he sell, transfer, hypothecate or otherwise convey the
securities or interest therein, other than outside the United States to a
non-U.S. person.

            (j) No Advertisements. The Subscriber is not subscribing for
Securities as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or meeting.
Neither the Subscriber nor any affiliate nor any person acting on their behalf,
has made any "directed selling efforts" (as defined in Regulation S) in the
United States.

            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 Issuer Company Status. The Company is a "Reporting
Issuer" as defined in Rule 902 of Regulation S. 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) Regulation S. The parties hereto are aware of the distribution
compliance periods contained in Regulation S.

            (f) Exemption; Reliance on Representations. The Subscriber
understands that the offer and sale of the Securities are not being registered
under the Act. The Company is relying on the rules governing offers and sales
made outside the United States pursuant to Regulation S. Each of the Company and
Subscriber agree to comply in all respects with the provisions of Regulation S
in connection with the transactions contemplated hereby, and to ensure that all
applicable Offering Restrictions (as defined in Regulation S) are thoroughly
complied with and satisfied and to refrain from engaging, and to ensure that
none of its affiliates will engage, in any Directed Selling Efforts.

            (g) 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 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 AN EXEMPTION FROM
            REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED OR SOLD TO
            ANY U.S. PERSON AS DEFINED BY RULE 902(o) OF REGULATION S
            PROMULGATED UNDER THE SECURITIES ACT OF 1933 UNTIL AFTER 1 YEAR,
            2003, AS THIS LEGEND SHALL EXPIRE ON THIS DATE."

            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
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 D 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 Offshore 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


                              NOTICE OF CONVERSION
              (To be Executed by the Registered 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 in compliance with Regulation
   S, pursuant to an exemption from registration under the Act, or pursuant to
   registration of the Common Stock under the Securities Act of 1933, as amended
   (the "Securities Act"), subject to any restrictions on sale or transfer set
   forth in the Offshore Securities 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.