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 ("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
                         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 ("Securities
Act").

            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 Regulation S 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.
<PAGE>

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

            (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 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.

            (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 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 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) 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 Securities Act and that the Securities are being offered and sold
under an exemption from registration pursuant to Regulation S of the Securities
Act. The Company is relying on the rules governing offers and sales made outside
the United States pursuant to Regulation S of the Securities Act. 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 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 AN EXEMPTION FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"). THESE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE OFFERED, RESOLD, TRANSFERRED OR SOLD TO ANY U.S.
PERSON AS DEFINED BY RULE 902(k) OF REGULATION S PROMULGATED UNDER THE
SECURITIES ACT AFTER 1 YEAR FROM THE DATE OF ISSUANCE EXCEPT PURSUANT TO A
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 Offshore 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 B

                                     Warrant


<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 in compliance with Regulation
   S, 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 Offshore
   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.