Exhibit 10.12


                                                                  EXECUTION COPY

                          CLINICAL RESEARCH SUBCONTRACT
                          -----------------------------


      This CLINICAL RESEARCH SUBCONTRACT, dated and effective as of March 29,
2001 (the "Agreement"), is entered into by and between THE UNIVERSITY OF NORTH
CAROLINA AT CHAPEL HILL for its School of Medicine, (hereinafter called
"UNC-CH"), and IMMTECH INTERNATIONAL, INC., a Delaware corporation with its
principal office and place of business at 150 Fairway Drive, Suite 150, Vernon
Hills, IL 60061, (hereinafter called "Immtech").


                               W I T N E S S E T H

      WHEREAS, in pursuit of its educational purposes, which include research
and training, UNC-CH undertakes scholarly research and experimental activities
in a variety of academic disciplines; and

      WHEREAS, UNC-CH has received an award from the Bill & Melinda Gates
Foundation (the "Gates Grant") to fund a research and development program for
novel drug candidates for the treatment of Human African Trypanosomiasis and
Lieshmaniasis (the "Program"); and

      WHEREAS, the Program contemplates that Immtech would perform certain
functions therein; and

      WHEREAS, in furtherance of its scholarly research and instructional
interests, UNC-CH is willing to contract with Immtech upon the terms and
conditions set forth below; and

      WHEREAS, the research program contemplated by this Agreement is of mutual
interest and benefit to Immtech and to UNC-CH, and will further UNC-CH's
instructional, research and public service objectives in a manner consistent
with its status as an educational institution; and

      WHEREAS, the Research Plan (the "Research") (a copy of which is attached
hereto as Exhibit A), which will guide the performance of this Agreement, has
been written collaboratively by UNC-CH and by Immtech; and

      WHEREAS, Immtech is uniquely equipped to perform the Research.

      NOW THEREFORE, in consideration of the agreements and covenants contained
herein, the sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


1.    SCOPE OF WORK.

  A.  Immtech agrees it is fully able to perform the Research in a professional,
      competent manner with strict adherence to its terms, and Immtech will
      utilize its commercially reasonable and good faith efforts to do so.
      UNC-CH and Immtech further agree that during the term of this Agreement
      they will jointly prepare protocols to guide both Phase II and Phase III
      clinical trials (the "Protocols").

                                      -1-
<PAGE>

  B.  Immtech shall exercise commercially reasonable and good faith efforts to
      carry out the Research in accordance with this Agreement. Immtech may
      provide through subcontract for performance of portions of the Research by
      other entities; provided, however, that each such subcontract to
      noncommercial entities shall include payment of indirect costs not to
      exceed ten percent (10%) of the total amount of such subcontract, and that
      the scope of work for each such subcontract shall have been approved by
      UNC-CH in writing before execution and delivery of that subcontract.


2.    PERSONNEL.

      Immtech's Principal Investigator is James Allen, Ph.D., together with such
additional personnel as may be assigned by Immtech. UNC-CH's Principal
Investigator shall be Richard Tidwell, Ph.D.


3.    PERFORMANCE PERIOD.

      The effective period of this Agreement will be from the effective date
written above through November 17, 2005, unless otherwise terminated in
accordance with Article 13. The effective period may be extended by mutual
agreement as provided in Article 14.


4.    RECORDKEEPING, REPORTING AND ACCESS.

  A.  UNC-CH's authorized representative(s), representatives of the Bill &
      Melinda Gates Foundation, and regulatory authorities to the extent
      permitted by law, may, during regular business hours, arrange in advance
      with Immtech's Principal Investigator and Immtech to:

      (1)  examine and inspect Immtech's facilities required for performance of
           the Research; and

      (2)  inspect and copy all data and work products relating to the Research
           (such copying to be done at the expense of the requesting party if
           more than one copy is requested to be made).

  B.  Immtech shall cooperate with any regulatory authority and allow regulators
      access to applicable records and data. In performing the Research, Immtech
      shall abide by the guidelines for biomedical research set forth by the
      Council for International Organizations of Medical Sciences.

  C.  Immtech and its Principal Investigator shall perform the following record
      keeping and reporting obligations in a timely fashion:

      (1)  preparation and maintenance of complete, accurately written records,
           accounts, notes, reports and data of the Research; and

                                      -2-
<PAGE>

      (2)  preparation and submission to UNC-CH in a timely manner of a copy of
           all original case report forms ("Case Reports") for each patient or
           subject participating in the Research ("Research Subject") as
           provided in the Protocols.

  D.  All data and work products relating to the Research, including data and
      work products developed by subcontractors, shall be jointly owned by
      UNC-CH and Immtech; provided, however, that Immtech may use the data and
      work products generated by the Research in connection with efforts to
      obtain regulatory approval for Immtech products.


5.    COST AND PAYMENT.

  A.  As consideration for performance under the terms of this Agreement, and
      subject to continued availability of funds from the Bill & Melinda Gates
      Foundation, UNC-CH shall pay Immtech up to a total sum of $9.8 million
      (the "Gates Funds"), as and when provided in Exhibit B attached hereto
      (the "Budget And Payment Schedule") and incorporated herein by reference.
      Upon the execution and delivery of this Agreement, $4.3 million of the
      Gates Funds shall be paid by UNC-CH to Immtech by wire transfer of
      immediately available funds to the account specified by Immtech below. The
      Gates Funds includes all applicable overheads due any party or entity.

                  Bank Name:              LaSalle Bank N.A.
                  Bank ABA No.:           0710-0050-5
                  Immtech Account Name:   Immtech International, Inc.
                  Immtech Account No.:    5800308586
                  Immtech Tax I.D. No.:   39-1523370
                  Reference:              Gates

  B.  Payment of all Gates Funds shall be by wire transfer to the account set
      forth above and shall be made to Immtech according to the Budget And
      Payment Schedule. All costs outlined in the Budget And Payment Schedule
      shall remain firm for the duration of the Research, unless otherwise
      agreed herein or in writing by Immtech and UNC-CH. Immtech shall deposit
      Gates Funds advanced to Immtech hereunder in an interest-bearing account,
      and all interest earned thereby shall be paid to UNC-CH on a quarterly
      basis, with the first such payment due on or about July 1, 2001.

  C.  Immtech shall maintain records of receipts and expenditures under this
      Agreement for a period of four (4) years following the termination or
      expiration of this Agreement.


6.    CONFIDENTIAL INFORMATION.

  A.  Neither Immtech nor UNC-CH shall disclose or use for any purpose other
      than performance of the Research, any and all trade secrets, privileged
      records or other confidential or proprietary information (collectively,
      "Information") disclosed by one party to the other pursuant to this
      Agreement. Such Information shall be disclosed in writing, or if disclosed
      orally or in other than documentary form shall be reduced to writing
      thirty (30) days thereafter. Information which is not in oral or written
      form, such

                                      -3-
<PAGE>

      as but not limited to data tapes, shall be designated in writing as
      confidential within thirty (30) days after disclosure. The obligation of
      non-disclosure shall not apply to the following:

      (1)  Information at or after such time that it is or becomes publicly
           available through no fault of the recipient party;

      (2)  Information that is already independently known to the recipient
           party, as shown by its prior written records;

      (3)  Information at or after such time that it is disclosed on a
           non-confidential basis by a third party with the legal right to do
           so; or

      (4)  Information independently developed by personnel of the recipient
           party not involved in the Research and not otherwise privy to the
           Information.

  B.  The obligations of confidentiality under this Article shall survive and
      continue for three (3) years after the expiration or termination of this
      Agreement.

  C.  In the event that either party shall come into contact with Research
      subjects' medical records, that party shall hold in confidence the
      identity of the patient and shall comply with all applicable law(s)
      regarding the confidentiality of such records.

  D.  In the event either party finds it necessary to disclose Information to a
      proper authority to permit such party to defend its research against an
      allegation of fraud or other misconduct in science, then such defending
      party shall first notify the other party, whereupon both Immtech and
      UNC-CH shall cooperate in good faith to reach an agreement with respect to
      a mutually satisfactory way to disclose such Information as necessary for
      this limited purpose.


7.    PUBLICATIONS.

      Either party shall have the right to publish the results of Research
provided such publication does not constitute a violation of Article 6. It is
anticipated that Immtech and UNC-CH will coordinate publications. However, in
the event that either party intends to publish independently of the other, prior
to submission for publication or presentation, the party seeking to publish will
provide the other party thirty (30) days for review and comment upon the
manuscript or other material for such publication. Expedited reviews for
abstracts or poster presentations may be arranged if mutually agreeable to
UNC-CH and Immtech or their respective Principal Investigator. Either party
shall be permitted to advise as to the implications of timing of the publication
if the same clinical trials set forth in Protocol are still in progress at other
sites. In addition, if requested in writing and with reasonable justification,
the party proposing to publish will withhold such publication an additional
sixty (60) days to allow for filing a patent application or taking such other
measures as the other party deems appropriate to establish and preserve its
proprietary rights. Notwithstanding the foregoing, the parties agree that if the
Research is part of a multi-center study, then the first publication of the
results of the Research shall be made in conjunction with the results from the
principal investigators at the

                                      -4-
<PAGE>

other study centers. The manner in which the publication will be generated will
be negotiated between UNC-CH, Immtech and the principal investigators of other
study centers prior to initiation of the Phase II clinical trials involved in
the Research. However, in the event no publication of the multi-center study has
been made within one year of the completion of the study at all centers, then
Immtech will be free to publish its own results.


8.    INTELLECTUAL PROPERTY.

  A.  "New Invention or Discovery" shall mean any invention or discovery
      conceived or reduced to practice during and as a part of the Research or
      the Program (1) performed pursuant to this Agreement by Immtech's
      Principal Investigator, staff, employees, or subcontractors or jointly by
      such an individual or individuals working with one or more employees of
      UNC-CH, or (2) performed by any subcontractors of UNC-CH, or their
      respective investigators (collectively with such subcontractors, the
      "Subcontractors"), at any other study center involved in the Program, or
      jointly by any such Subcontractor or Subcontractors working with one or
      more employees of UNC-CH.

  B.  Immtech shall promptly notify UNC-CH, in writing, of any of its New
      Inventions or Discoveries. The notice shall provide a full written
      description of such New Invention or Discovery.

  C.  UNC-CH shall own all right, title and ownership in any New Invention or
      Discovery; provided, however, that any such New Invention or Discovery
      shall be deemed to be licensed to Immtech under and subject to the
      exclusive license agreement then in effect between Immtech, UNC-CH and any
      other parties thereto, as the case may be, as such license agreement may
      be amended, superceded or replaced from time to time (the "Existing
      License Agreement"). If the Existing License Agreement then in effect is
      that certain License Agreement dated August 25, 1993 (the "1993
      Agreement"), between UNC-CH and Pharm-Eco Laboratories, Inc.
      ("Pharm-Eco"), and which has been assigned by Pharm-Eco to Immtech, then
      upon the execution by Immtech, UNC-CH, Auburn University, Duke University,
      and the Georgia State University Research Foundation, Inc., of that
      certain proposed License Agreement which is under negotiation as of the
      date of this Agreement and is expected to be entered into shortly after
      the execution of this Agreement (such executed agreement, as the same may
      be amended, superceded or replaced from time to time, the "New License
      Agreement"), and if so provided in the New License Agreement, the 1993
      Agreement shall be superceded and replaced by the New License Agreement,
      and any and all New Inventions or Discoveries which had, in accordance
      with the first sentence of this Section 8(C), previously been licensed to
      Immtech under the 1993 Agreement, shall then be licensed to Immtech under
      the New License Agreement, and the 1993 Agreement shall no longer be in
      effect. Notwithstanding any other provision of this Article 8, at such
      time as the New License Agreement has not been executed and UNC-CH
      concludes that further efforts to complete and execute the New License
      Agreement would be futile, then upon fifteen (15) days prior written
      notice to Immtech from UNC-CH, Immtech shall have no further license
      rights to any New Invention or Discovery.

                                      -5-
<PAGE>

  D.  UNC-CH represents and warrants (1) that each of those subcontractors at
      the other study centers involved in the Program which are performing
      "basic research" (each, a "BR Subcontractor") has granted UNC-CH an
      option, for 180 days after such BR Subcontractor delivers a notice to
      UNC-CH informing UNC-CH of any of its New Inventions or Discoveries, to
      receive an exclusive license for such New Invention or Discovery from such
      BR Subcontractor (the "License Option"), and that each such BR
      Subcontractor may not license any of its New Inventions or Discoveries to
      any other person or entity until either UNC-CH elects to not exercise its
      License Option with respect to such New Invention or Discovery, or such
      180 day option period expires without UNC-CH having exercised its License
      Option with respect to such New Invention or Discovery, (2) that New
      Inventions or Discoveries are not licensed to anyone other than Immtech,
      and (3) that UNC-CH is not under any obligation to license any New
      Inventions or Discoveries to anyone other than Immtech. UNC-CH covenants
      and agrees that UNC-CH will use its best efforts to ensure that each new
      BR Subcontractor or other subcontractor which UNC-CH may engage after the
      date of this Agreement grants to UNC-CH a License Option substantially
      similar to the License Option described in the preceding sentence.

  E.  UNC-CH agrees that it will not license or sublicense any New Inventions or
      Discoveries to anyone other than Immtech without Immtech's express prior
      written consent. UNC-CH agrees that it will (1) within ten (10) days after
      its receipt by its Office of Technology Development from any BR
      Subcontractor or other subcontractor of a notice of any New Invention or
      Discovery, forward to Immtech a complete copy of such notice, (2) request
      from such BR Subcontractor any information requested by Immtech, (3) allow
      Immtech up to the 170th day of UNC-CH's 180 day License Option period (or
      up to the tenth (10th) day prior to the deadline for UNC-CH set forth in
      such License Option, if such License Option period is not 180 days) for
      Immtech to deliver a notice to UNC-CH stating whether or not Immtech
      requests UNC-CH to exercise its License Option with respect to such New
      Invention or Discovery, and (4) if so requested by Immtech pursuant to the
      preceding clause, duly exercise its License Option with respect to such
      New Invention or Discovery, and contemporaneously with such exercise,
      sublicense such New Invention or Discovery to Immtech on such terms as are
      as close to the terms of the license granted to UNC-CH as is permitted by
      the terms of such license granted to UNC-CH.

  F.  It is agreed that neither UNC-CH nor Immtech transfers to the other by
      operation of this Agreement any patent right, copyright right, or other
      proprietary right of either party, except as specifically set forth
      herein.


9.    USE OF IMMTECH'S OR UNC-CH'S NAME.

  A.  The use of the name, symbol or any mark of any party hereto, or any
      contraction or combination thereof, in any manner in connection with the
      Research is expressly prohibited except with prior written consent of the
      party owning such name, symbol or mark; provided, however, that no such
      consent shall be required for Immtech to identify UNC-CH and describe its
      relationship and transactions with UNC-CH in connection with

                                      -6-
<PAGE>

      (a) communications and filings with the Securities and Exchange
      Commission, the NASD, NASDAQ, the Food and Drug Administration, or other
      governmental or regulatory agencies or authorities, as reasonably
      advisable in connection with or required by such agencies or authorities,
      (b) the inclusion of any statement previously made available to the
      public, or permitted under the Existing License Agreement, in any
      communications or other documentation relating to any financing or
      fund-raising by Immtech, (c) the preparation of Immtech's financial
      statements, and (d) communications with other study centers involved in
      the Program.


10.   APPLICABLE LAW.

      This Agreement shall be governed by the laws of the State of North
Carolina.


11.   NOTICE.

      Any notice required or permitted under this Agreement shall be in writing
and shall be deemed given as of the date it is (A) delivered by hand, or (B)
delivered by courier or delivery service (including, without limitation, FedEx,
DHL, Airborne Express, UPS, Express Mail and Priority Mail) or by Registered or
Certified Mail, postage prepaid, return receipt requested, or (C) received by
facsimile, in each case addressed to the party to receive such notice at the
address or facsimile number set forth below, or such other address or facsimile
number as is subsequently specified by written notice to the parties hereto:

            If to UNC-CH:

                  Dr. Robert Lowman, Director
                  Office of Research Services
                  The University of North Carolina at Chapel Hill
                  300 Bynum Hall, CB#4100
                  Chapel Hill, NC  27599-4100
                  FAX:  (919) 962-6769

            If to Immtech:

                  Immtech International, Inc.
                  150 Fairway Drive
                  Suite 150
                  Vernon Hills, IL  60061
                  FAX:  (847) 573-8288
                  Attention:  T. Stephen Thompson

                  with a copy to:

                                      -7-
<PAGE>

                  Cadwalader, Wickersham & Taft
                  100 Maiden Lane
                  New York, New York  10038-4892
                  FAX:  (212) 504-6666
                  Attention:  John F. Fritts, Esq.


12.   LIABILITY.

      Immtech hereby agrees to indemnify, defend and hold harmless UNC-CH and
its schools, departments and employees from any and all liability to the extent
that such liability arises out of Immtech's performance of this Agreement or the
performance of its agents, employees or subcontractors. UNC-CH hereby agrees, to
the extent permitted by the North Carolina Tort Claims Act, to indemnify, defend
and hold harmless Immtech and its directors, officers and employees from any and
all liability to the extent that such liability arises out of UNC-CH's
performance of this Agreement or the performance of its agents, employees,
professors, researchers, students or subcontractors.


13.   TERMINATION OF CLINICAL TRIALS AND/OR THIS AGREEMENT.

  A.  Any clinical trial under any Protocol may be terminated by either party,
      upon immediate prior notice, if animal, human, and/or toxicological test
      results or adverse reactions or side effects with the drug administered or
      the device employed in such clinical trial is of such magnitude or
      incidence to support, in the written opinion of the Scientific Advisory
      Board appointed by UNC-CH to oversee the Research, the termination of such
      clinical trial for the specific compound being studied. If such a
      termination occurs, then the parties will evaluate other candidate
      compounds for substitution and will revise the Research and Protocol
      accordingly; provided, however, that if UNC-CH's Principal Investigator
      and Immtech's President cannot reach an agreement on the selection of
      another candidate compound for substitution within sixty (60) days after
      such termination, then Fred Sparling, M.D., or his successor as chairman
      of the Scientific Advisory Board, shall, after consultation with both
      parties and after reviewing relevant data for each candidate compound,
      select the next candidate compound.

  B.  This Agreement may be terminated by either party upon thirty (30) days'
      prior written notice if any of the following conditions occurs:

      (1)  If either party fails to comply with a material term of the Agreement
           after receipt of written notice with reasonable opportunity to cure
           from the other party.

      (2)  If the Bill & Melinda Gates Foundation withdraws or terminates the
           Gates Grant to UNC-CH through which UNC-CH is funding the Research.

  C.  This Agreement may be terminated in accordance with the following:

      (1)  If the Existing License Agreement is terminated due to any breach or
           default thereunder by Immtech or if the New License Agreement is
           terminated, in either case

                                      -8-
<PAGE>

           without any successor or replacement agreement being entered into to
           which UNC-CH and Immtech are each a party, then each of Immtech and
           UNC-CH shall have the right, upon written notice to the other during
           the ninety (90) days following the effective date of such
           termination, to terminate this Agreement. If neither Immtech nor
           UNC-CH exercises such right, then this Agreement shall continue in
           accordance with its terms, and any licenses or rights which were
           granted by UNC-CH to Immtech under the Existing License Agreement or
           the New License Agreement which are necessary or appropriate in order
           for Immtech to perform its obligations under this Agreement shall
           remain in effect for the duration of this Agreement, and shall be
           governed by the terms and provisions of such license agreement as
           though such license agreement was still in effect. Within thirty (30)
           days after the execution and delivery of this Agreement by Immtech to
           UNC-CH, UNC-CH shall use its best efforts to obtain the agreement of
           each of Auburn University, Duke University, and the Georgia State
           University Research Foundation, Inc. ("Georgia State"), to the same
           terms as are set forth in the preceding sentence with respect to any
           of their respective licenses or rights which are or may be granted by
           either of them to Immtech under any such license agreement.

      (2)  If Richard Tidwell, Ph.D., were to die, become disabled, leave
           UNC-CH, or otherwise be unable or unwilling to continue his
           activities at UNC-CH in connection with this Agreement, and if
           Immtech and UNC-CH are not able, within six (6) months after the date
           of Dr. Tidwell's death, disability, departure or other cessation of
           his activities, to engage a mutually agreeable successor to act as
           the Principal Investigator for UNC-CH hereunder, then each of Immtech
           and UNC-CH shall have the right, upon written notice to the other
           during the ninety (90) days following the end of such six (6) month
           period, to terminate this Agreement. If neither Immtech nor UNC-CH
           exercises such right, then this Agreement shall continue in
           accordance with its terms, and Immtech and UNC-CH shall continue to
           cooperate in good faith to engage a mutually agreeable successor to
           act as the Principal Investigator for UNC-CH hereunder.

  D.  Upon the effective date of termination, there shall be an accounting
      conducted by Immtech, subject to verification by UNC-CH. Within thirty
      (30) days after receipt of adequate documentation therefore, UNC-CH will
      make payment to Immtech for:

      (1)  all services properly rendered and monies properly expended by
           Immtech until the date of termination not yet paid for; and

      (2)  non-cancelable obligations properly incurred for the Research by
           Immtech prior to the effective date of termination; provided,
           however, that such obligations shall not exceed a period of twelve
           (12) months beyond termination of the Agreement (unless UNC-CH shall
           have previously approved such contract or subcontract of longer
           duration) and that in no event shall UNC-CH's obligation to make
           payment to Immtech exceed the amounts budgeted for the project
           segment under way at the time of termination.

                                      -9-
<PAGE>

  E.  Immtech will credit or return to UNC-CH any Gates Funds not expended or
      obligated by Immtech in connection with the Research prior to the
      effective termination date of the notice of termination.

  F.  Immediately upon receipt of a notice of termination of either this
      Agreement or a clinical trial, Immtech's Principal Investigator shall stop
      enrolling Research Subjects into the Protocol for such clinical trial and
      shall cease conducting procedures on Research Subjects already enrolled in
      the Protocol directed by UNC-CH, to the extent medically appropriate in
      Immtech's discretion. If UNC-CH and Immtech cannot agree on the process
      for winding down such clinical trial, then the matter shall be presented
      to the Scientific Advisory Board for direction. Notwithstanding the
      forgoing, if Immtech elects to take over the funding of the clinical trial
      under way, then (1) Immtech may continue such clinical trial and shall
      have sole discretion over such clinical trial from such point forward, and
      (2) Immtech shall indemnify, defend and hold harmless UNC-CH and its
      schools, departments and employees from any and all liability to the
      extent that such liability arises out of Immtech's continuation of such
      clinical trials from such point forward.

  G.  Termination of this Agreement by either party shall not affect the rights
      and obligations of the parties accrued prior to the effective date of the
      termination. The rights and duties under Articles 4, 6, 7, 8, 9, 10, 11,
      12, 13, 14 and 21 survive the termination or expiration of this Agreement.

  H.  If this Agreement is terminated prior to completion, then Immtech shall
      furnish UNC-CH a reasonably comprehensive Principal Investigator's report
      for the Research completed.


14.   AMENDMENTS.

      This Agreement and the Protocol may only be extended, renewed or otherwise
amended by the mutual written consent of parties hereto.


15.   ENTIRE AGREEMENT.

      This Agreement represents the entire understanding of the parties with
respect to the subject matter hereof. In the event of any inconsistency between
this Agreement and the Protocols, the terms of this Agreement shall govern. In
any situation which is not covered by this Agreement or the Protocols, the
parties shall look to that certain letter agreement dated November 8, 2000,
between UNC-CH and the Bill & Melinda Gates Foundation, for guidance as to the
intent of the parties with respect to the Program and the Research.


16.   SEVERABILITY.

      This invalidity or unenforceability of any term or provision of this
Agreement shall not affect the validity or enforceability of any other term or
provision hereof.

                                      -10-
<PAGE>

17.   INTEGRATION.

      Exhibits A and B hereto are incorporated into this Agreement by reference.


18.   ASSIGNMENT.

  A.  Neither party hereto may assign, cede or transfer any of its rights or
      obligations under this Agreement without the written consent of the other
      party, which consent may not be unreasonably withheld; provided, however,
      that without such consent either party may assign this Agreement in
      connection with the transfer or sale of all or substantially all of its
      assets or business to, or its merger or consolidation with, another
      company. Immtech may also assign this Agreement in whole or in part
      without the consent of UNC-CH to any affiliate entity.

  B.  This Agreement shall insure to the benefit of and be binding upon each
      party signatory hereto, its successors and permitted assigns. No
      assignment shall relieve either party of the performance of any accrued
      obligation which such party may then have under this Agreement.


19.   INDEPENDENT CONTRACTOR.

  A.  In the performance of all services hereunder, Immtech shall be deemed to
      be and shall be an independent contractor and, as such, shall not be
      entitled to any benefits applicable to employees of UNC-CH.

  B.  Neither party is authorized or empowered to act as agent for the other for
      any purpose and shall not on behalf of the other enter into any contract,
      warranty or representation as to any matter. Neither party shall be bound
      by the acts or conduct of the other.


20.   CHANGES TO THE PROTOCOL.

      If at a future date changes in the Research or Protocol appear desirable,
then such changes may be made through prior written agreement between UNC-CH and
Immtech. In the event that UNC-CH and Immtech disagree regarding any such
proposed change, then the Scientific Advisory Board appointed by UNC-CH to
oversee the Research shall resolve such disagreement. If in the course of
performing this Agreement, however, either of (a) generally accepted standards
of clinical research and medical practice relating to the safety of Research
Subjects, (b) a directive from the Institutional Review Board of UNC-CH with
authority over the Research, or (c) a decision of the Scientific Advisory Board
appointed by UNC-CH to oversee the Research, requires a deviation from the
Protocol, then such standards will be followed. In such case, the party aware of
the need for a deviation will immediately inform the other of the facts causing
such deviation as soon as the facts are known to the party. If the aggregate
amount of the costs of any and all required changes and/or deviations arising
pursuant to clauses (b) or (c) of this Article 20 during the term of this
Agreement, for which additional funding is not provided to Immtech by either the
Bill & Melinda Gates Foundation, UNC-CH or any third

                                      -11-
<PAGE>

party, exceed $300,000, then Immtech may terminate this Agreement upon thirty
(30) days written notice to UNC-CH.


21.   CONFORMANCE WITH LAW AND ACCEPTED PRACTICE.

      Immtech shall perform the Research in conformance with generally accepted
standards of good clinical practice, with the Protocol, with instructions
provided by UNC-CH's Institutional Review Board and Scientific Advisory Boards,
and with all applicable local, state and federal or national laws and
regulations governing the performance of the Protocol and Research in the
countries involved in the clinical trials, including, but not limited to, the
Swiss Tropical Institute. Immtech shall retain all records resulting from the
Research for the time required by applicable regulations, and shall allow for
inspection by UNC-CH (during normal business hours and upon reasonable advance
notice, unless an emergency medical condition exists with respect to a Research
Subject) of all such records, including the Research Subjects' medical records.


22.   WAIVER.

      No waiver of any term, provision or condition of this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such term, provision or
condition, or of any other term, provision or condition of this Agreement.



    (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS)




                                      -12-
<PAGE>




      IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate by proper persons thereunto duly authorized, as of the date first
above written.


THE UNIVERSITY OF NORTH                   IMMTECH INTERNATIONAL, INC.
   CAROLINA AT CHAPEL HILL


By:  /s/  Edith A. Hubbard (acting for)    By:  /s/ T. Stephen Thompson
     ---------------------------------         ---------------------------------
Name:   Robert P. Lowman, Ph.D.                Name:   T. Stephen Thompson
Title:  Director, Office of Research           Title:  President and CEO
        Services


     March 29, 2001                               March 29, 2001
     ---------------------------------         ---------------------------------
     Date                                      Date




                                      -13-
<PAGE>




                                    EXHIBIT A
                                    ---------
                                     TO THE
                          CLINICAL RESEARCH SUBCONTRACT
                          -----------------------------
                          (DATED AS OF MARCH 29, 2001)




                                  RESEARCH PLAN
                                  -------------


                                 (See attached)




                                      -14-
<PAGE>




                                    EXHIBIT B
                                    ---------
                                     TO THE
                          CLINICAL RESEARCH SUBCONTRACT
                          -----------------------------
                          (DATED AS OF MARCH 29, 2001)




                           BUDGET AND PAYMENT SCHEDULE
                           ---------------------------


                                 (See attached)




                                      -15-