Exhibit 10.2

                     ALLONGE TO SHARE PURCHASE AGREEMENT AND
                                DEED OF INDEMNITY
                   relating to shares in Super Insight Limited

THIS ALLONGE is made on the 28th day of November 2003.

WHEREAS

(A)   On 28 November, 2003, a Share Purchase Agreement (the "Purchase
      Agreement") was entered into between Immtech International, Inc. (the
      "Purchaser"), Mr. Chan Kon Fung (the "Seller") and Super Insight Limited
      (the "Company").

(B)   On 28 November, 2003, a Deed of Indemnity (the "Original Deed of
      Indemnity") was entered into between the Purchaser, the Seller and the
      Company.

(C)   The parties hereto wish to amend and add to the Purchase Agreement and the
      Original Deed of Indemnity by execution of this Allonge.

NOW, THEREFORE, for good and valuable consideration and intending to be legally
bound hereby, the parties hereto agree as follows:

I.    INTERPRETATION

A.    Capitalized terms used herein (including the Recitals) and not otherwise
      defined herein and except where the context otherwise requires shall have
      the meanings set forth for such terms in the Purchase Agreement or the
      Original Deed of Indemnity.

B.    References to Clauses and Schedules in this Allonge shall refer to the
      corresponding Clauses or Schedules to the Purchase Agreement or the
      Original Deed of Indemnity as applicable.

C.    References to "the Agreement" or "this Deed" whether contained in the
      Purchase Agreement, the Original Deed of Indemnity or in this Allonge
      shall be construed to mean (as applicable) the Purchase Agreement as
      amended or the Original Deed of Indemnity as amended pursuant to the terms
      of this Allonge.

II.   REVISED TERMS

A.    The following party is added to the Purchase Agreement:

      "(4)  LENTON FIBRE OPTICS DEVELOPMENT LIMITED, a company incorporated in
            Hong Kong under the Companies Ordinance with registered number
            673085 whose registered office is at 3rd Floor, A.I.E. Building, No.
            33 Connaught Road Central, Hong Kong ("Lenton")."

B.    The following Recitals (H), (I), (J), (K), (L) (M) and (N) are added after
      Recital (G) of the Purchase Agreement:

      "(H)  Immtech Hong Kong Limited is a company incorporated in Hong Kong
            under the Companies Ordinance with registered number 826594 whose
            registered office is at 3/F, A.I.E. Building, No.33 Connaught Road
            Central, Hong Kong ("Immtech Hong Kong"), and as at the date hereof
            has an authorized share capital of HK$10,000.00 divided into one
            class of 10,000 ordinary shares of HK$1.00 each, of which 10,000
            shares have been issued and are fully paid up.

      (I)   Lenton beneficially owns, free and clear of any lien, charge or
            encumbrance, 10,000 shares of Immtech Hong Kong, of which 9,999
            shares are registered in the name of Lenton and 1 share is
            registered in the name of Seconom Limited as the nominee of Lenton
            (the "Immtech Hong Kong Shares").

      (J)   Immtech Therapeutics Limited [CHINESE SYMBOLS] is a company
            incorporated in Hong Kong under the Companies Ordinance with
            registered number 852044 whose registered office is at 3rd Floor,
            AIE Building, 33 Connaught Road Central, Hong Kong ("Immtech
            Therapeutics"), and as at the date hereof has an authorized share
            capital of HK$10,000.00 divided into one class of 10,000 ordinary
            shares of HK$1.00 each, all of which shares have been issued and are
            fully paid up.

      (K)   Immtech Hong Kong beneficially owns, free and clear of any lien,
            charge or encumbrance, 5,100 shares of Immtech Therapeutics, of
            which all are registered in the name of Immtech Hong Kong.

      (L)   Centralfield International Limited, a company incorporated in the
            British Virgin Islands whose registered office is at P.O. Box 3175,
            Road Town, Tortola, British Virgin Islands, beneficially owns, free
            and clear of any lien, charge or encumbrance, 3,500 shares of
            Immtech Therapeutics, of which all are registered in the name of
            Centralfield International Limited.

      (M)   Bingo Star Limited, a company incorporated in the British Virgin
            Islands whose registered office is at 3rd Floor, A.I.E. Building, 33
            Connaught Road Central, Hong Kong, beneficially owns, free and clear
            of any lien, charge or encumbrance, 1,400 shares of Immtech
            Therapeutics, of which all are registered in the name of Bingo Star
            Limited.

      (N)   The Purchaser wishes to purchase from Lenton, and Lenton wishes to
            sell to the Purchaser, the Immtech Hong Kong Shares upon the terms
            and conditions as set forth herein."

      (O)   The Seller has agreed to guarantee the obligations of the Company
            and Lenton hereunder.

      (P)   The Purchaser's execution and delivery, and therefor its obligations
            under, the Share Purchase Agreement are contingent upon Seller's
            execution and delivery of this Allonge to the Purchaser.

C.    The following definitions are added to Clause 1.01 of the Purchase
      Agreement:

            ""Appraisal" means a real estate appraisal of the Properties by a
            recognized appraiser in the geographic region of the Properties
            certifying that the value of the Properties is not less than the sum
            of the net book value of the Consideration Shares on the books of
            the Purchaser plus US$400,000.00;

            "Immtech Hong Kong Purchase Consideration" means the consideration
            payable for the Immtech Hong Kong Shares as specified in Clause 3;"

            "Immtech Hong Kong Shares" means 10,000 ordinary shares of HK$1.00
            each in the share capital of Immtech Hong Kong;"

D.    The following definition in Clause 1.01 of the Purchase Agreement is
      hereby deleted in its entirety and is replaced with the following:

            ""Completion" means completion of the purchase of the Transaction
            Shares and the Immtech Hong Kong Shares as specified in Clause 5;

E.    Clause 1.04 of the Purchase Agreement is hereby deleted in its entirety
      and replaced with the following Clause 1.04:

            "1.04 The expressions "the Purchaser", the "Company", "the Seller"
            and "Lenton" shall, where the context permits, include their
            respective successors and permitted assigns."

F.    Clause 2.01 of the Purchase Agreement is hereby deleted in its entirety
      and replaced with the following Clause 2.01:

            "2.01 Subject to the terms and conditions of this Agreement, the
            Purchaser hereby agrees to purchase the Transaction Shares from the
            Seller at the Purchase Consideration payable in accordance with this
            Agreement and the Seller hereby agrees to sell the Transaction
            Shares to the Purchaser on the Completion Date at the Purchase
            Consideration payable in accordance with this Agreement. Subject to
            the terms and conditions of this Agreement, the Purchaser hereby
            agrees to purchase the Immtech Hong Kong Shares from Lenton at the
            Immtech Hong Kong Purchase Consideration payable in accordance with
            this Agreement and Lenton hereby agrees to sell the Immtech Hong
            Kong Shares to the Purchaser on the Completion Date at the Immtech
            Hong Kong Purchase Consideration payable in accordance with this
            Agreement." No action to be taken at the Completion shall be deemed
            to have occurred until all have occurred, and when all have occurred
            they shall be deemed to have occurred simultaneously.

G.    The following is added to the end of Clause 2.02 of the Purchase
      Agreement:

            "The Immtech Hong Kong Shares shall be sold free from all liens,
            charges, third party rights and encumbrances of whatever nature and
            with all rights now or hereinafter attaching thereto, and shall be
            transferred to the Purchaser and/ or its nominee and be recorded in
            the statutory registers of Immtech Hong Kong and will accordingly
            rank pari passu for all dividends and other distributions hereafter
            declared, made or paid on the issued ordinary share capital of
            Immtech Hong Kong on and with effect from Completion."

H.    The following is added to the end of Clause 2.03 of the Purchase
      Agreement:

            "Lenton represents and warrants to the Purchaser that all necessary
            resolutions have been passed and other steps and actions have been
            taken to approve the transfer of the Immtech Hong Kong Shares and
            the record of the Purchaser and/or its nominee as shareholder(s) of
            the Immtech Hong Kong Shares on the statutory registers of Immtech
            Hong Kong."

I.    The following is added to the end of Clause 2.04 of the Purchase
      Agreement:

            "Lenton hereby confirms that no person or entity, as of the date of
            this Agreement, has or will have, from the date of this Agreement to
            the Completion Date, any right to purchase or subscribe for any
            shares of Immtech Hong Kong, including the Immtech Hong Kong Shares,
            or any right to request or be allotted or issued shares of Immtech
            Hong Kong from either Lenton or Immtech Hong Kong, or any other
            shares of Immtech Hong Kong (including but not limited to shares of
            Immtech Hong Kong in a class different from that of the Immtech Hong
            Kong Shares)."

J.    Clause 3 of the Purchase Agreement is deleted in its entirety and replaced
      with the following:

            "The Consideration for the Transaction Shares shall be US$398,712.00
            in cash plus the Consideration Shares. The consideration for the
            Immtech Hong Kong Shares shall be HK$10,000.00 payable in cash."

K.    Clause 4.01 of the Purchase Agreement is hereby deleted in its entirety
      and is replaced by the following Clause 4.01:

            "4.01 Completion shall be conditional upon:

            (a)   the Purchaser obtaining the consent to its execution of this
                  Agreement from its Board of Directors in a form and in terms
                  satisfactory to it;

            (b)   Life Science having acquired full title to the Properties free
                  and clear of all claims, charges, mortgages, liens,
                  encumbrances, leases, tenancies, options, covenants,
                  restrictions, conditions or other agreements affecting the
                  Properties and has obtained exclusive and unfettered
                  possession of the Properties;

            (c)   the Purchaser being satisfied with the results of its due
                  diligence investigations into the Company and Immtech Hong
                  Kong;

            (d)   all representations, warranties and undertakings of the
                  Seller, the Company and Lenton being true, correct and
                  complete as of the Completion Date; and

            (e)   the Seller delivering to the Purchaser an Appraisal acceptable
                  to the Purchaser's public auditors."

L.    The following is added to the end of Clause 5.02 of the Purchase
      Agreement:

            "Lenton represents and warrants to the Purchaser that (i)Lenton have
            the power and authority to enter into this Agreement and Lenton and
            Immtech Hong Kong have the power and authority to consummate the
            transactions contemplated hereby; (ii) this Agreement has been duly
            executed and delivered by Lenton, and constitutes a legal, valid and
            binding obligation of it, enforceable in accordance with its terms;
            (iii) Lenton has good and marketable title to the Immtech Hong Kong
            Shares, free of liens, charges and encumbrances; and (iv) the Board
            of Directors of Immtech Hong Kong has resolved and approved, at a
            duly called and held meeting of Immtech Hong Kong's Board of
            Directors, all actions and documents necessary and convenient to the
            completion of the relevant transactions described herein and to
            enter the name(s) of the Purchaser and/or its nominee(s) in the
            register of members of Immtech Hong Kong as holders of the Immtech
            Hong Kong Shares."

M.    Clause 5.03 of the Purchase Agreement is hereby deleted in its entirety
      and is replaced by the following Clause 5.03:

      "5.03 At Completion, the Seller shall deliver or cause to be delivered to
            the Purchaser all the items contemplated under Clause 5.03(a) to
            Clause 5.03(g), and Lenton shall deliver or cause to be delivered to
            the Purchaser all the items contemplated under Clause 5.03(h) to
            Clause 5.03(m):

            (a)   a duly executed instrument of transfer and contract notes in
                  respect of the Transaction Shares in favour of the Purchaser
                  or its nominee(s);

            (b)   original share certificate in respect of 100 Shares in the
                  name of the Seller;

            (c)   such other documents as may be required to give the Purchaser
                  or its nominee(s) good title to the Transaction Shares free
                  from all liens, charges, equities, encumbrances and third
                  party rights of any nature and to enable the Purchaser or its
                  nominee(s) to become the registered holders thereof;

            (d)   a copy, certified as true and complete by a director of the
                  Company, of each of the minutes of the shareholders' meeting
                  and the board meeting of the Company referred to in Clause
                  5.02 above;

            (e)   the Land Grant Contract and Title Certificate and other title
                  documents and approvals to the Properties, showing title to
                  the Properties to be in Life Science, for safekeeping on
                  behalf of the Company and Life Science;

            (f)   the Deed of Indemnity duly executed by the Seller;

            (g)   a cheque drawn in favour of the Government of Hong Kong for
                  the full payment of the Seller's share of stamp duty in
                  respect of the Consideration Shares;

            (h)   duly executed instruments of transfer and contract notes in
                  respect of the Immtech Hong Kong Shares in favour of the
                  Purchaser and / or its nominee(s);

            (i)   original share certificate in respect of 9,999 Immtech Hong
                  Kong Shares in the name of Lenton, and original share
                  certificate in respect of 1 Immtech Hong Kong Share in the
                  name of Seconom Limited;

            (j)   such other documents as may be required to give the Purchaser
                  and / or its nominee(s) good title to the Immtech Hong Kong
                  Shares free from all liens, charges, equities, encumbrances
                  and third party rights of any nature and to enable the
                  Purchaser and / or its nominee(s) to become the registered
                  holders thereof;

            (k)   a copy, certified as true and complete by a director of
                  Immtech Hong Kong, of the minutes of the board meeting of
                  Immtech Hong Kong referred to in Clause 5.02 above;

            (l)   the Deed of Indemnity duly executed by the Seller, Lenton and
                  Immtech Hong Kong; and

            (m)   a cheque drawn in favour of the Government of Hong Kong for
                  the full payment of Lenton's share of stamp duty in respect of
                  the Immtech Hong Kong Shares.

N.    Clause 5.04 of the Purchase Agreement is hereby deleted in its entirety
      and is replaced by the following Clause 5.04:

            "5.04 At Completion, the Purchaser shall deliver to the Seller all
            the items contemplated under Clause 5.04(a) to Clause 5.04(d), and
            the Purchaser shall deliver to Lenton the item contemplated under
            Clause 5.04(e):-

            (a)   a bankers' draft in the amount of US$200,000.00 drawn on a
                  prime bank in Hong Kong in favour of the Seller or as it may
                  direct in writing (whose receipt shall be an absolute
                  discharge thereof) in satisfaction of US$200,000.00 of the
                  US$398,712.00 cash part of the Purchase Consideration as
                  stipulated in Clause 3;

            (b)   a duly executed instrument of transfer and contract notes in
                  respect of the Consideration Shares in favour of the Seller or
                  its nominee(s);

            (c)   original share certificates in respect of the Consideration
                  Shares in the name of the Purchaser or its nominee;

            (d)   a signature page to the Deed of Indemnity duly executed by the
                  Purchaser; and

            (e)   a bankers' draft in the amount of HK$10,000.00 (US$1,289.00)
                  drawn on a prime bank in Hong Kong in favour of Lenton or as
                  it may direct in writing (whose receipt shall be an absolute
                  discharge thereof) in satisfaction of the Immtech Hong Kong
                  Purchase Consideration as stipulated in Clause 3."

O.    The introduction of Clause 5.06 of the Purchase Agreement is hereby
      deleted in its entirety and replaced with the following:

            "Without prejudice to any other remedies available to the Purchaser,
            if in any respect the provisions of Clause 5.02 and Clause 5.03 are
            not complied with (other than as a result of the willful default of
            the Purchaser) by the Company, Lenton or the Seller (as the case may
            be) on the Completion Date, the Purchaser may:"

P.    The heading of Clause 6 of the Purchase Agreement is hereby deleted in its
      entirety and is replaced by the following:

      "6. FURTHER OBLIGATIONS OF THE SELLER, THE PURCHASER AND LENTON"

Q.    Clause 6.04(d) of the Purchase Agreement is hereby deleted in its entirety
      and is replaced by the following Clause 6.04(d):

      "(d)  procure that the name of the building of which the Properties form
            part of be changed to "Immtech Life Science Building" within nine
            (9) months of the execution of this Agreement by all the parties
            hereto, and agree to any future change of name of such building
            which may be proposed by the Purchaser as the Purchaser may be
            entitled or empowered to effect such change directly or indirectly
            through any subsidiary or entity or otherwise; and"

R.    Clause 6.06 of the Purchase Agreement is hereby deleted in its entirety
      and is replaced by the following Clause 6.06:

            "6.06 The Purchaser shall, within two (2) month of the execution of
            this Agreement by all the parties hereto, deliver to the Seller a
            bankers' draft in the amount of US$198,712.00 drawn on a prime bank
            in Hong Kong in favour of the Seller or as it may direct in writing
            (whose receipt shall be an absolute discharge thereof) in
            satisfaction of the remaining cash part of the Purchase
            Consideration as stipulated in Clause 3."

S.    The following  Clause 6.07 to Clause 6.10 are added after Clause 6.06 of
      the Purchase Agreement:

            "6.07 Lenton shall procure that the business of Immtech Hong Kong be
            operated in a manner consistent with past practices during the
            period from the date hereof until Completion.

            6.08 Between the date hereof and Completion, Lenton shall not, and
            shall procure that Immtech Hong Kong shall not, without the prior
            consent in writing of the Purchaser, enter into any contracts or
            hire any employee or incur any single expenditure in excess of
            US$2,000.00 or an aggregate expenditure in excess of US$2,000.00.

            6.09 Lenton undertakes to indemnify and keep indemnified the
            Purchaser (for itself and as trustee for Immtech Hong Kong) against
            any claim which may be brought by any of the directors of Immtech
            Hong Kong who resign or are intended to resign.

            6.10 Lenton shall forthwith upon Completion procure Mr. Chan Kon
            Fung to resign from the board of directors of Immtech Hong Kong."

T.    Clause 7.01 of the Purchase Agreement is hereby deleted in its entirety
      and replaced with the following Clause 7.01:

            "7.01 The Company, Lenton and the Seller hereby represent, warrant
            and undertake to the Purchaser (to the intent that the provisions of
            this Clause 7 shall continue to have full force and effect
            notwithstanding Completion) in the terms set out in Clause 2, Clause
            5, this Clause 7 and in Schedule 3 and acknowledge that the
            Purchaser, in entering into this Agreement, is relying on such
            representations, warranties and undertakings and that the Purchaser
            shall be entitled to treat the same as conditions to the obligations
            of the Purchaser under this Agreement."

U.    Clause 7.04 of the Purchase Agreement is hereby deleted in its entirety
      and replaced with the following Clause 7.04:

            " 7.04 The Seller hereby undertakes to indemnify and keep
            indemnified the Purchaser (for itself and as trustee for the Company
            or for itself and as trustee of Immtech Hong Kong, as applicable)
            against any loss or liability suffered by the Purchaser as a result
            of or in connection with any breach of the said representations,
            warranties and undertakings including, but not limited to, any
            diminution in the value of the assets of and any payment made or
            required to be made by the Purchaser, the Company or Immtech Hong
            Kong and any costs and expenses incurred as a result of such breach
            provided that the indemnity contained in this Clause shall be
            without prejudice to any other rights and remedies of the Purchaser
            in relation to any such breach of representation, warranty or
            undertaking and all such other rights and remedies are hereby
            expressly reserved to the Purchaser."

V.    The following is added to the end of Clause 7.05 of the Purchase
      Agreement:

            "Lenton represents and warrants that (i) the business of Immtech
            Hong Kong shall be operated in a manner consistent with past
            practices during the period from the date hereof until Completion;
            and (ii) between the date hereof and Completion, Immtech Hong Kong
            shall not, without the prior consent in writing of the Purchaser,
            enter into any contracts or hire any employee or incur any single
            expenditure in excess of US$2,000.00 or an aggregate expenditure
            in excess of US$2,000.00."

W.    Clause 8 of the Purchase Agreement is hereby deleted in its entirety and
      replaced with the following Clause 8:

            "8.   GUARANTEE

            8.01 In consideration of the Purchaser entering into this Agreement,
            the Seller as primary obligor hereby unconditionally and irrevocably
            guarantees by way of continuing guarantee to the Purchaser the due
            and punctual performance and observance by the Company and Lenton of
            all obligations, commitments, undertakings, agreements,
            representations, warranties, indemnities and covenants under or
            pursuant to this Agreement and agrees to indemnify and keep
            indemnified the Purchaser in full from and against all liabilities,
            losses, damages, claims, costs and expenses (including all legal
            costs and expenses on a full indemnity basis) which the Purchaser
            may suffer through or arising from any breach or non-fulfillment by
            the Company or Lenton of such obligations, commitments,
            undertakings, agreements, representations, warranties, indemnities
            or covenants or as a result of the failure by the Company or Lenton
            to make any payment under the Agreement when due or as a result of
            any of such obligations, commitments, undertakings, agreements,
            representations, warranties, indemnities or covenants of the Company
            or Lenton being or becoming void, voidable or unenforceable for any
            reason whatsoever (whether or not known to the Purchaser), the
            amount of such costs, expenses, losses or damages being the amount
            which the Purchaser would have otherwise been entitled to recover
            from the Company or Lenton together with all expenses which the
            Purchaser may incur in proceeding against the Company or Lenton.

            8.02 The Seller, as primary obligor, unconditionally and irrevocably
            agrees that if and whenever the Company or Lenton defaults for any
            reason whatsoever in the performance of any obligation or liability
            undertaken or expressed to be undertaken by it under or pursuant to
            this Agreement, the Seller shall forthwith upon demand
            unconditionally perform (or procure performance of) and satisfy (or
            procure the satisfaction of) the obligation or liability in regard
            to which such default has been made in the manner prescribed by this
            Agreement and so that the same benefits shall be conferred on the
            Purchaser as it would have received if such obligation or liability
            had been duly performed and satisfied.

            8.03 The guarantee and indemnity set out in this Clause shall be a
            continuing security to the Purchaser for all obligations,
            commitments, undertakings, representations, warranties, indemnities
            and covenants on the part of the Company and Lenton under or
            pursuant to this Agreement notwithstanding any settlement of account
            or other matter or thing whatsoever and is in addition and without
            prejudice to and not in substitution for any rights or security
            which the Purchaser may now or hereafter have or hold for the
            performance and observance of the obligations, commitments,
            undertakings, agreements, representations, warranties, indemnities
            and covenants of the Company or Lenton under or in connection with
            this Agreement.

            8.04 As a separate and independent stipulation, the Seller agrees
            that any obligation expressed to be undertaken by the Company or
            Lenton under this Agreement (including, without limitation, any
            monies expressed to be payable under this Agreement) which may not
            be enforceable against or recoverable from the Company or Lenton by
            reason of any legal limitation, disability or incapacity or any
            other fact or circumstance shall nevertheless be enforceable against
            or recoverable from the Seller as though the same has been incurred
            by the Seller and that the Seller was the principal obligor in
            respect thereof and shall be performed or paid by the Seller in
            accordance with the terms of this Agreement.

            8.05 The obligations of the Seller under this Clause shall not be
            affected by any matter or thing which but for this provision might
            operate to affect or prejudice those obligations, including without
            limitation:

            (a)   any time or indulgence granted to, or composition with, the
                  Company or Lenton or any other person;

            (b)   the taking, variation, renewal or release of, or neglect to
                  perfect or enforce this Agreement or any right, guarantee,
                  remedy or security from or against the Company or Lenton or
                  any other person;

            (c)   any unenforceability or invalidity of any obligation of the
                  Company or Lenton, so that this Clause shall be construed as
                  if there were no such unenforceability or invalidity;

            (d)   the liquidation, winding-up, receivership or bankruptcy of the
                  Company or Lenton or the bankruptcy or individual voluntary
                  arrangement or any similar arrangement of the Seller; and

            (e)   any other act, matter, event or omission which, but for this
                  provision, would or might operate to discharge, impair or
                  otherwise affect the Seller's liabilities hereunder.

                        The Seller waives any right available to it under any
            applicable law which is inconsistent with any provision of this
            Clause 8 or which might otherwise require the Purchaser to proceed
            against the Company or Lenton or any other person before making a
            demand on the Seller.

            8.06 So long as any of the obligations, commitments, undertakings,
            agreements, representations, warranties, indemnities and covenants
            of the Company or Lenton under or pursuant to this Agreement remains
            outstanding, the Seller shall not exercise any right of subrogation
            or any other right of a surety or enforce any security or other
            right or claim against the Company or Lenton or any other person
            whether in respect of its liability under this Clause 8 or otherwise
            or claim in the insolvency, liquidation or bankruptcy of the Company
            or Lenton in competition with the Purchaser.

            8.07 All payments under this Clause 8 shall be made in full without
            set-off or counterclaim or any restriction or condition and free and
            clear of any present or future taxes, duties, charges or other
            deductions or withholdings of any nature. If any deduction or
            withholding is required to be made from any such payment the Seller
            shall, together with such payment, pay to the Purchaser such
            additional amount as is necessary to ensure that the Purchaser
            receives the full amount due hereunder.

            8.08 Notwithstanding anything to the contrary herein, the aggregate
            maximum liability of the Seller in respect of any claims that may be
            made against him hereunder and under other provisions of this
            Agreement shall be limited to ten million United States dollars
            (US$10,000,000.00)."

X.    Clause 9.01 of the Purchase Agreement is hereby deleted in its entirety
      and replaced with the following Clause 9.01:

            "9.01 From the date of this Agreement until Completion, the
            Purchaser, its professional advisers and appointed representatives
            shall have the right upon prior appointment to visit the facilities
            of the Company and Immtech Hong Kong as they reasonably require so
            as to:

            (a)   verify the accuracy of the representations, warranties and
                  undertakings of the Seller or the Company or Lenton contained
                  herein;

            (b)   check the existence and condition of the assets thereat; and

            (c)   carry out a review of and investigation into the history,
                  assets, liabilities, financial condition, contracts,
                  commitments and the business of the Company or Immtech Hong
                  Kong."

Y.    Clause 9.02 of the Purchase Agreement is hereby deleted in its entirety
      and replaced with the following Clause 9.02:

            "9.02 Lenton, or the Company and the Seller (as applicable) hereby
            undertake with the Purchaser to ensure that any information and
            documents required by the Purchaser or its professional advisers or
            appointed representatives for the purposes of such review and
            investigation referred to in Clause 9.01 shall be promptly made
            available, and copies of such information and documents shall be
            permitted to be made by the Purchaser or its professional advisers
            or appointed representatives. The information and documents referred
            to under this Clause 9 include, but shall not be limited to:

            (a)   the books of account of the Company and Immtech Hong Kong
                  including all accounts ledgers;

            (b)   the statutory books of the Company and Immtech Hong Kong or
                  copies thereof;

            (c)   lists of the assets, liabilities and receivables of the
                  Company and Immtech Hong Kong;

            (d)   details of all bank accounts of the Company and Immtech Hong
                  Kong (including the name and address of the bank with whom the
                  account is kept and the number and nature of the account) and
                  a statement of the credit and debit balance thereon as at the
                  close of business on the date of this Agreement;

            (e)   copies of all licenses, agreements, agencies or all other
                  documents which affect the Company or Immtech Hong Kong ;

            (f)   copies of all banking facility documentation entered into by
                  the Company or Immtech Hong Kong, if any;

            (g)   copies of all guarantees and any security documents entered
                  into by the Company or Immtech Hong Kong, if any; and

            (h)   all financial statements and accountants work papers of the
                  Company and Immtech Hong Kong."

Z.    Clause 9.03 of the Purchase Agreement is hereby deleted in its entirety
      and replaced with the following Clause 9.03:

            "9.03 The Purchaser hereby undertakes with the Company, the Seller
            and Lenton that it will not, prior to Completion and save as
            required by law, make use of or disclose or divulge any information
            relating to the Seller, the Company, Lenton or Immtech Hong Kong
            obtained by it or its representatives pursuant to this Clause 9 to
            persons other than its own officers, employees or professional
            advisers. Notwithstanding the foregoing, the Purchaser undertakes to
            keep strictly confidential the business affairs and prospects of the
            Seller, the Company, Lenton and Immtech Hong Kong unless any
            announcement or disclosure is required to be made by law or any
            regulatory authority to which the Purchaser is subject and in such
            event, the Purchaser shall consult with the Seller and the Company,
            or Lenton and Immtech Hong Kong (as appropriate) before making any
            such announcement or disclosure."

AA.   Clause 13 of the Purchase Agreement is hereby deleted in its entirety and
      replaced with the following Clause 13:

            "13.  WAIVER

            Any failure by a party hereto to comply with any obligation,
            agreement or condition herein may be expressly waived in writing by
            all the other parties hereto, but no failure or delay by the
            Purchaser in exercising any right, power or remedy under this
            Agreement shall operate as a waiver thereof, nor shall any single or
            partial exercise of the same preclude any further exercise thereof
            or the exercise of any other right, power or remedy. Without
            limiting the foregoing, no waiver by the Purchaser of any breach by
            the Company, the Seller or Lenton of any provision hereof shall be
            deemed to be a waiver of any subsequent breach of that or any other
            provision hereof. If at any time any provision of this Agreement is
            or becomes illegal, invalid or unenforceable in any respect, the
            legality, validity and enforceability of the remaining provisions of
            this Agreement shall not be affected or impaired thereby."

BB.   The following notice information of Lenton is added to Clause 16.02 of the
      Purchase Agreement:

            "           To Lenton:-

                        Name:                   LENTON FIBRE OPTICS
                                                DEVELOPMENT LIMITED
                        Address:                Flat B, 16th Floor,
                                                132 Broadway,
                                                Mei Foo Sun Chuen, Kowloon,
                                                Hong Kong.
                        Fax Number:             (852) 2514-5381
                        Attention:              Mr. Chan Kon Fung"

CC.   Paragraph 5 of Schedule 3 to the Purchase Agreement is hereby deleted in
      its entirety and replaced with the following Paragraph 5:

      "5.  Each of the Seller, the Company and Lenton has full power and
           authority and all necessary consents, approvals and authorisations to
           empower it to enter into this Agreement and to incur and perform
           fully the obligations provided for herein and (in the case of the
           Seller only) to sell the Transaction Shares and (in the case of
           Lenton only) to sell the Immtech Hong Kong Shares, and to incur and
           perform fully the obligations provided in the Deed of Indemnity."

DD.   The following paragraph is added as new Paragraph 8 of Schedule 3 to the
      Purchase Agreement and all subsequent paragraphs of Schedule 3 shall be
      renumbered accordingly:

      "8.   The Immtech Hong Kong Shares will, upon Completion, constitute 100%
            of the issued share capital of Immtech Hong Kong and the Immtech
            Hong Kong Shares will be sold free from all liens, charges, third
            party rights and encumbrances of whatever nature and will be
            credited as fully paid in the manner referred to in Clause 2.02 and
            will rank pari passu in all respects as one class of shares with the
            remainder of the ordinary shares in the capital of Immtech Hong Kong
            and will rank pari passu for all dividends and other distributions
            hereafter declared, made or paid on the issued ordinary share
            capital of Immtech Hong Kong on and with effect from Completion."

EE.   The reference to the "Immtech Building" in new Clause 22 of Schedule 3 to
      the Purchase Agreement is hereby deleted in its entirety and replaced with
      "Immtech Life Science Building".

FF.   The new Paragraph 48 of Schedule 3 to the Purchase Agreement is hereby
      deleted in its entirety and replaced with the following Paragraph 48:

      "48.  All written information given or provided to the Purchaser and
            its professional advisers by the Company, its professional advisers
            and the officers of the Company during the negotiations prior to
            this Agreement was when given, and is at the date hereof, true and
            accurate and all statements of opinion, intention or expectation in
            relation to the Company contained in such information were as at the
            time of such disclosure and will, immediately prior to Completion,
            having regard to circumstances then subsisting, remain truly and
            honestly held and had been made after due and careful consideration.
            There is no fact, omission, matter or circumstance which has not
            been disclosed in writing to the Purchaser or its professional
            advisers which renders any such information untrue, inaccurate or
            misleading or which might reasonably affect the willingness of the
            Purchaser to proceed with the purchase of the Transaction Shares and
            the Immtech Hong Kong Shares on the terms of this Agreement."

GG.   The new Paragraph 49 of Schedule 3 to the Purchase Agreement is hereby
      deleted in its entirety and replaced with the following Paragraph 49:

      "49.  There is no fact or matter concerning the Company and its business
            and affairs which has not on the basis of the utmost good faith been
            disclosed prior to the date of this Agreement in writing to the
            Purchaser by the Company which might reasonably affect the
            willingness of the Purchaser to proceed with the purchase of the
            Transaction Shares and the Immtech Hong Kong Shares on the terms of
            this Agreement."

HH.   The following party is added to each of the Original Deed of Indemnity and
      the Deed of Indemnity:

      "(4)  IMMTECH HONG KONG LIMITED, a company incorporated in Hong Kong under
            the Companies Ordinance with registered number 826594 whose
            registered office is at 3/F, A.I.E. Building, No.33 Connaught Road
            Central, Hong Kong ("Immtech Hong Kong")."

II.   Recital (A) of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Recital (A):

      "(A)  By a Share Purchase Agreement dated 28 November, 2003 (the
            "Agreement") made among (1) the Seller, (2) Lenton, (3) the
            Purchaser and (4) the Company, the Purchaser has agreed, inter alia,
            to purchase and the Seller has agreed, inter alia, to sell the
            Transaction Shares (as defined in the Agreement), and the Purchaser
            has agreed, inter alia, to purchase and Lenton has agreed, inter
            alia, to sell the Immtech Hong Kong Shares (as defined in the
            Agreement), on the terms and conditions therein contained, and the
            Seller has agreed to guarantee the obligations of the Company and
            Lenton thereunder."

JJ.   Clause 1.01(b) of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 1.01(b):

      "(b)  "Claim" means any assessment, notice, demand or other document
            issued or action taken by or on behalf of any person, authority or
            body whatsoever and of whatever country from which it appears that
            the Company or Immtech Hong Kong is liable or is sought to be made
            liable to make any payment or is deprived or is sought to be
            deprived of any relief or allowance or credit or right to repayment
            of Taxation;"

KK.   Clause 1.01(c) of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 1.01(c):

      "(c)  "event" includes (without limitation) the death of any person, any
            action, omission or transaction whether or not the Company or
            Immtech Hong Kong is a party thereto and includes completion of the
            purchase of the Transaction Shares and the purchase of the Immtech
            Hong Kong Shares by the Purchaser and references to the result of
            events on or before the date hereof shall include the combined
            result of two or more events one or more of which shall have taken
            place before the date hereof;"

LL.   Clause 1.01(e)(i) of each of the Original Deed of Indemnity and the Deed
      of Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 1.01(e)(i):

      "(i)  the loss of any relief, allowance or credit granted by or pursuant
            to any legislation or otherwise for Taxation purposes which could
            but for the Claim in question have been available to the Purchaser
            or the Company or Immtech Hong Kong whether or not the said loss
            results in any Taxation being payable at the time of such loss; and"

MM.   Clause 1.01(e)(ii) of each of the Original Deed of Indemnity and the Deed
      of Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 1.01(e)(ii):

      "(ii) the nullifying or cancellation of a right to repayment of Taxation
            which would have been so available or is at the date hereof assumed
            by the Company or the Purchaser or Immtech Hong Kong to be
            available;"

NN.   Clause 1.02 of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 1.02:

            "The expressions "the Company", "the Seller", "the Purchaser" and
            "Immtech Hong Kong" shall, where the context permits, include their
            respective successors, personal representatives and assigns."

OO.   Clause 2 of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 2:

            "2.   INDEMNITY

            Subject as hereinafter provided, the Seller hereby undertakes to
            indemnify and keep indemnified the Purchaser (for itself and as
            trustee for the Company or Immtech Hong Kong, as applicable), the
            Company and Immtech Hong Kong against any loss or liability suffered
            by the Purchaser, the Company or Immtech Hong Kong including, but
            not limited to, losses resulting from any breach of representations,
            warranties or covenants contained in this Deed or the Agreement and
            any diminution in the value of the assets of or shares in the
            Company or Immtech Hong Kong, any payment made or required to be
            made by the Purchaser, the Company or Immtech Hong Kong and any
            costs and expenses incurred as a result of or in connection with any
            Claim falling on the Company or Immtech Hong Kong resulting from or
            by reference to any income, profits or gains earned, accrued or
            received on or before the date hereof or any event on or before the
            date hereof whether alone or in conjunction with other circumstances
            and whether or not such is chargeable against or attributable to any
            other person, firm or company."

PP.   Clause 3(b) of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 3(b):

      "(b)  for which the Company or Immtech Hong Kong is primarily liable as a
            result of transactions in the ordinary course of its business after
            the Accounting Date."

QQ.   Clause 4 of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 4:

            "4. COSTS AND EXPENSES

            The indemnities given by this Deed shall cover all costs and
            expenses (on a full indemnity basis) incurred by the Purchaser, the
            Company or Immtech Hong Kong in connection with any Claim, and any
            penalties, fines or interest payable by the Purchaser, the Company
            or Immtech Hong Kong relating to any Claim for which the Seller is
            liable under this Deed."

RR.   Clause 5 of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 5:

            "5.   REIMBURSEMENT

            In the event that any Claim the subject of an indemnity hereunder is
            or has been discharged (whether by payment or by the loss of any
            relief, allowance, credit or right to repayment of Taxation) or
            suffered by the Company or Immtech Hong Kong the indemnity given
            hereunder shall take effect as a covenant by the Seller forthwith to
            reimburse the Company or Immtech Hong Kong (as the case may be) for
            any amount so paid or to compensate the Company or Immtech Hong Kong
            (as the case may be) for any loss of relief, allowance, credit or
            right to repayment so suffered."

SS.   Clause 7 of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 7:

            "7. WAIVER AND SEVERABILITY

            No failure or delay by the Purchaser, the Company or Immtech Hong
            Kong in exercising any right, power or remedy under this Deed shall
            operate as a waiver thereof, nor shall any single or partial
            exercise of the same preclude any further exercise thereof or the
            exercise of any other right, power of remedy. If at any time any
            provision of this Deed is or becomes illegal, invalid or
            unenforceable in any respect, the legality, validity and
            enforceability of the remaining provisions of this Deed shall not be
            affected or impaired thereby."

TT.   Clause 8 of each of the Original Deed of Indemnity and the Deed of
      Indemnity is hereby deleted in its entirety and replaced with the
      following Clause 8:

            "8.   ASSIGNMENT

            The Purchaser, the Company and Immtech Hong Kong may assign their
            respective rights and benefits under this Deed."

UU.   The following notice information is added to Clause 9 of each of the
      Original Deed of Indemnity and the Deed of Indemnity:

            "To Immtech Hong Kong:  Name:       Immtech Hong Kong Limited
                                    Address:    3/F, A.I.E. Building, No.33
                                                Connaught Road Central
                                                Hong Kong
                                    Fax Number: (852) 3102 0698
                                    Attention:  Ms. Lau Ching Yin Judy"


III.  MISCELLANEOUS

A.    Save as expressly amended pursuant to this Allonge, the Purchase Agreement
      and the Original Deed of Indemnity shall remain in full force and effect.

B.    Any dispute arising out of or in connection with this Allonge shall be
      exclusively settled by confidential arbitration in Hong Kong at the Hong
      Kong International Arbitration Centre according to its rules. The
      arbitration shall be conducted by three arbitrators, one selected by each
      party to the dispute and the third by the two so selected within 21 days
      from the date the relevant dispute arises. The judgment of a majority of
      the arbitrators may be entered and enforced in any court of competent
      jurisdiction. The arbitrators shall have no authority to amend this
      Allonge. This Allonge shall be governed by and construed in all respects
      in accordance with the laws of Hong Kong, without regard to its laws
      regarding conflict of laws. The allocation of the costs relating to the
      arbitration as contemplated in this Clause III(B) shall be determined by
      the decree of a majority of the arbitrators.
<PAGE>

IN WITNESS WHEREOF, this Allonge to the Purchase Agreement and the Original Deed
of Indemnity is made effective as of the day and year first above written.

SIGNED by                                 )
/s/ T. Stephen Thompson                   )
-----------------------------------       )
T. Stephen Thompson                       )
for and on behalf of                      )
IMMTECH INTERNATIONAL, INC.               )
                                          )
in the presence of :-                     )

/s/ Gary C. Parks
-----------------------------------
GARY C. PARKS


SIGNED by                                 )
/s/ Chan Kon Fung                         )
------------------------------------      )
MR. CHAN KON FUNG                         )
                                          )
in the presence of:-                      )

/s/ Carson Wen
------------------------------------
Carson Wen
Solicitor; Hong Kong
Heller Ehrman White & McAuliffe


SIGNED by                                 )  For and on behalf of
LEVI HONG KAYE LEE                        )  SUPER INSIGHT LIMITED
for and on behalf of                      )
SUPER INSIGHT LIMITED                     )          /s/ Levi Hong Kaye Lee
                                          )  ---------------------------------
in the presence of :-                     )            Authorized Signature(s)

/s/ Ho Sin Wai, Celia
------------------------------------
Ho Sin Wai, Celia
Solicitor, Hong Kong SAR
Heller Ehrman White & McAuliffe


SIGNED by                                 )  For and on behalf of
                                          )  [CHINESE CHARACTERS]
for and on behalf of                      )  LENTON FIBRE OPTICS DEVELOPMENT
LENTON FIBRE OPTICS                       )  LIMITED
DEVELOPMENT LIMITED                       )          /s/ Chan Kon Fung
                                          )  ---------------------------------
in the presence of :-                     )            Authorized Signature(s)



SIGNED by                                 )
LEVI HONG KAYE LEE                        )  For and on behalf of
for and on behalf of                      )  IMMTECH HONG KONG LIMITED
IMMTECH HONG KONG LIMITED                 )
in the presence of :-                     )            /s/ Levi Hong Kaye Lee
                                          )  ---------------------------------
                                                       Authorized Signature(s)
/s/ Ho Sin Wai, Celia
------------------------------------
Ho Sin Wai, Celia
Solicitor, Hong Kong SAR
Heller Ehrman White & McAuliffe