EXHIBIT 10.1


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

                         SERIES D CONVERTIBLE PREFERRED
                             SUBSCRIPTION AGREEMENT
                             ----------------------

                           IMMTECH INTERNATIONAL, INC.

            This Agreement has been executed by the undersigned subscriber
("Subscriber") in connection with the private placement of the Series D
Convertible Preferred Stock ("Series D Stock") of Immtech International, Inc.,
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 Series D Stock may be converted into common stock of the Company,
$0.01 par value, ("Common Stock") and the other terms of the Series D Stock are
set forth in the Certificate of Designation (Exhibit A). For each share
purchased, the Company will grant to the Subscriber a warrant ("Warrant") to
purchase one share of the Company's common stock pursuant to the terms of the
Warrant (Exhibit B). This Subscription and, if accepted by the Company, the
offer and sale of the Series D Stock, the Warrant and the underlying Common
Stock (collectively, the "Securities"), are being made in reliance on an
exemption for non-public offerings under Section 4(2) of the Securities Act of
1933, as amended ("Securities Act") and are intended to qualify for the safe
harbor protections afforded by Rule 506 of Regulation D of the Securities Act.

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

            1. Agreement to Sell and Purchase the Securities.

            (a) Purchase Price. The Company will sell, and the Subscriber will
buy, ______________________ shares of Series D Stock for the purchase price of
$25.00 U.S. Dollars per share (the aggregate price of the Series D 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 one share of Common Stock per
one share of Series D Stock purchased, such Warrant to have an exercise price of
$16.00 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 ("CWT"), for the benefit of the Company, against delivery of the
certificates representing the shares of Series D Stock and Warrant issuable in
exchange therefor.

            (c) Wire Instructions. Wire instructions for CWT 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
                  For the benefit of Immtech International, Inc.

            (d) Closing. Subject to the conditions set forth below, the purchase
and sale of the Securities shall take place on or before January 21, 2004, 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 to occur thereat shall be deemed to have occurred until
such delivery and all such events shall have occurred, and when such delivery
and all such events have occurred, they shall be deemed to have occurred
simultaneously.

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

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

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

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

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

            (d) Access to Information. Subscriber acknowledges that he, she or
it has been permitted access, to the Subscriber's satisfaction, to the Company's
books, records, reports and other information, including without limitation,
public filings made pursuant to the Securities Exchange Act of 1934, as amended.
The Subscriber may read and copy any materials that the Company files with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549, at 233 Broadway, 16th Floor, New York, New York 10279 and at
Northwest Atrium Center, 5000 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. The Subscriber may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Company's reports,
proxy statements and other documents filed electronically with the SEC are
available at the website maintained by the SEC at http://www.sec.gov. The
Company also makes available free of charge on or through its Internet website,
http://www.immtech-international.com, its annual, quarterly and current reports,
and, if applicable, amendments to those reports, filed or furnished pursuant to
Section 13(a) of the Exchange Act, as soon as reasonably practicable after it
electronically files such reports with the SEC.

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

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

            (g) Investment Intent. Subscriber is acquiring the Securities solely
for his, her or its own account and not with a view to the distribution thereof
to or for the benefit or account of any U.S. Person, in whole or in part.
Subscriber understands and agrees he, she or it may bear the economic risk of an
investment in the Securities for an indefinite period of time.

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

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

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

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

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

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

            (b) Capitalization. The authorized capital stock of the Company
consists of (a) 30,000,000 shares of Common Stock, $0.01 par value per share, of
which (i) 9,632,155 are outstanding, (ii) 457,013 shares are reserved for
conversion of Series A Convertible Preferred Stock, (iii) 124,531 shares are
reserved for conversion of Series B Stock, (iv) 550,175 shares are reserved for
conversion of Series C Stock, (v) 868,924 shares are reserved for exercise of
outstanding options and (vi) 2,809,712 are reserved for exercise of outstanding
warrants, and (b) 5,000,000 shares of Preferred Stock, $0.01 par value, of which
(w) 320,000 are designated Series A of which 80,800 are outstanding, (x) 240,000
are designated Series B of which 19,925 are outstanding, (y) 160,000 are
designated Series C of which 97,272 are outstanding, and (z) 200,000 of which
will be designated Series D. All outstanding shares of Common Stock, Series A
Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C
Convertible Preferred Stock have been, and all shares of Series D Stock issued
hereunder and all shares of Common Stock underlying such Series D Stock 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 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 American Stock Exchange under the symbol "IMM".

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

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

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

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

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

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

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

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

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

            (a) Registration Rights. The Company will use commercially
reasonable efforts to register the Underlying Shares on Form S-3 pursuant to the
Securities Act and to keep such registration effective for the lesser of (i) 12
months from the date of issuance or (ii) until such time as all Series D 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 180 business days from the Closing Date ("Registration Date").

            6. Conditions to the Company's Obligation to Sell. The obligation of
the Company to sell the Series D Stock and Warrant is subject to the
satisfaction of each of the following conditions (any of which may be waived by
the Company in whole or in part):

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

            (b) All representations and warranties of the Subscriber being true
and correct.

            7. Conditions to Subscriber's Obligation to Purchase. The obligation
of the Subscriber to purchase the Series D Stock is subject to the satisfaction
of each of the following conditions (any of which may be waived by the Purchaser
in whole or in part):

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

            (b) Delivery of the original Series D Stock as described herein; and

            (c) 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 signed by the
parties.

            (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) This Agreement is binding upon and shall inure to the benefit of
each of the Company and the Subscriber and may not be assigned by the Subscriber
without the prior written consent of the Company.

            (h) If the parties hereto are unable to resolve any dispute under
this Agreement 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 Subscriber 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
Agreement.

            (i) 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.

            (j) 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.
<PAGE>


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

                                       ________________________________________
                                       Subscriber

                                       By:_____________________________________
                                          Name:
                                          Title:

                                       Number of Shares Subscribed: ___________
                                       Aggregate Purchase Price:

                                       Executed at ____________________________
                                       this ____ day of ________________, 2004

Agreed to and Accepted on
this _____ day of ________, 2004
Number of Shares Accepted_________

IMMTECH INTERNATIONAL, INC.



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

<PAGE>


FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:

NAME:             _____________________________________________________________

ADDRESS:          _____________________________________________________________

TEL NO:           _____________________________________________________________

FAX NO:           _____________________________________________________________

CONTACT           _____________________________________________________________

NAME:             _____________________________________________________________

DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):

NAME:             _____________________________________________________________

ADDRESS:          _____________________________________________________________

TEL NO:           _____________________________________________________________

FAX NO:           _____________________________________________________________

CONTACT NAME:     _____________________________________________________________

SPECIAL
INSTRUCTIONS:     _____________________________________________________________

<PAGE>


                                    Exhibit C

                           IMMTECH INTERNATIONAL, INC.
                        ACCREDITED INVESTOR QUESTIONNAIRE

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

ALL QUESTIONS IN THE APPROPRIATE SECTION MUST BE ANSWERED

SECTION I.__QUESTIONS FOR INDIVIDUALS

1.    Name: ___________________________________

      U.S. Citizen:           Yes____     No____      Age:____

      Number of Dependents:____           Social Security No.:_____________

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

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

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

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

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

1. Name and Nature of Entity:   ________________________________

2. Date of Organization:        ________________________________

3. State of Organization:       ________________________________

4. Taxpayer Identification No.: ________________________________

5. Accredited Investor Suitability Requirements:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IN WITNESS WHEREOF, the undersigned has executed this Investor Questionnaire
this ____ day of ________, 2004, and declares that it is truthful and correct.

Name of Investor or Entity:              _____________________________________

Signature of Investor or Representative: _____________________________________

If an Entity, Name and Title of          _____________________________________
Signatory

Address:                                 _____________________________________

                                         _____________________________________
<PAGE>


                                    Exhibit C

                              NOTICE OF CONVERSION
  (To be Executed by the Registered Holder in order to Convert the Convertible
                                 Series D Stock)

            The undersigned hereby irrevocably elects to convert the above
Series D Stock No. ___________ into Shares of common stock, $0.01 par value
("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 Series D Stock shall be made pursuant to an exemption from
   registration under the Securities Act of 1933, as amended ("Securities Act")
   or pursuant to registration of the Common Stock under the Securities Act,
   subject to any restrictions on sale or transfer set forth in the Series D
   Convertible Preferred Subscription Agreement between the Company and the
   original holder of the Series D 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 be 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 Series D Stock Certificate and Notice of Conversion must be
received by the Company by the third business day following the Date of
Conversion.