EXHIBIT 4.1

                           CERTIFICATE OF DESIGNATION
                      SERIES E CONVERTIBLE PREFERRED STOCK
                                       OF
                           IMMTECH INTERNATIONAL, INC.

      (Pursuant to Section 151 of the Delaware General Corporation Law)


            The following is a statement of the designations, preferences,
voting powers, qualifications, special or relative rights and privileges of the
Series E Convertible Preferred Stock of IMMTECH INTERNATIONAL, INC. ("Company").

      Article I. Designation and Amount. The shares of such series shall be
designated "Series E Convertible Preferred Stock" ("Series E Preferred Stock")
and the number of shares constituting such series shall be 167,000. The Company
previously authorized (i) 320,000 shares of its preferred stock pursuant to a
Certificate of Designation filed with the Secretary of State of the State of
Delaware on February 14, 2002 and has designated such shares therein as Series A
Convertible Preferred Stock ("Series A Preferred Stock"), (ii) 240,000 shares of
its preferred stock pursuant to a Certificate of Designation filed with the
Secretary of State of the State of Delaware on September 25, 2002 and has
designated such shares therein as Series B Convertible Preferred Stock ("Series
B Preferred Stock"), (iii) 160,000 shares of its preferred stock pursuant to a
Certificate of Designation filed with the Secretary of State of the State of
Delaware on June 6, 2003 and has designated such shares therein as Series C
Convertible Preferred Stock ("Series C Preferred Stock"), and (iv) 200,000
shares of its preferred stock pursuant to a Certificate of Designation filed
with the Secretary of State of the State of Delaware on January 15, 2004 and has
designated such shares therein as Series D Convertible Preferred Stock ("Series
D Preferred Stock", and collectively with the Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock, the "Outstanding Preferred
Stock").

      Notwithstanding anything to the contrary contained herein, in the
Certificate of Designation Series A Convertible Preferred Stock ("Series A
Certificate of Designation"), in the Certificate of Designation Series B
Convertible Preferred Stock ("Series B Certificate of Designation"), in the
Certificate of Designation Series C Convertible Preferred Stock ("Series C
Certificate of Designation"), or in the Certificate of Designation Series D
Convertible Preferred Stock ("Series D Certificate of Designation", and
collectively with the Series A Certificate of Designation, Series B Certificate
of Designation and Series C Certificate of Designation, the "Outstanding
Certificates of Designation") except as may be specifically provided for herein,
in the Outstanding Certificates of Designation or waived or consented to by the
holders of Outstanding Preferred Stock, the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and this
Series E Preferred Stock are to be pari passu in all respects as to rights of
payment and distribution (whether in cash, in kind or in other property or
securities), whether by way of dividend, upon liquidation, or otherwise, and all
such payments and distributions shall be made to the Outstanding Preferred Stock
and Series E Preferred Stock pari passu and simultaneously by the Company. To
the extent any payment is insufficient to fully discharge the obligations of the
Company to Series E Preferred Stock hereunder and under the Outstanding
Certificates of Designation, such payment will be made pro rata between each
series by multiplying same by a fraction, the numerator of which is the amount
of the payment due such series, and the denominator of which is the total
payment due the Outstanding Preferred Stock and Series E Preferred Stock.

      Article II. Dividends. The holders of Series E Preferred Stock ("Series E
Preferred Stockholders") shall be entitled to receive semi-annually, on April 15
and October 15 of each year until such Series E Preferred Stock is either
converted or redeemed pursuant to this Certificate of Designation, dividends at
the rate of 6.0% per annum on the stated value of $25.00 per share. All
dividends declared upon the Series E Preferred Stock shall be declared pro rata
per share and shall accrue daily through the day immediately before the date of
conversion or redemption thereof. At the Company's option, dividends may be paid
in cash or Common Stock, or any combination thereof. In the event dividends are
paid in Common Stock, the value of the Common Stock for this purpose is to be
the 10-day volume-weighted average of the closing sale price of the Company's
Common Stock as reported by the primary stock exchange on which such stock is
listed or traded, or if not so listed or traded, then as determined in good
faith by the Board of Directors ("Common Stock Price"). In no event, however,
shall the Company pay dividends in Common Stock to the extent that, when
aggregated together with the shares of Common Stock issued or issuable upon
conversion of the Series E Preferred Stock into Common Stock, the Company shall
issue shares of Common Stock in excess of 19.99% of the number of shares of
Common Stock outstanding on the date of filing of this Certificate of
Designation.

      Article III. Liquidation, Dissolution or Winding Up. (a) In the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Company, before any distribution or payment is made to any holders of Common
Stock or any other class or series of capital stock of the Company designated to
be junior to the Series E Preferred Stock ("Junior Stock") and subject to the
liquidation rights and preferences of any class or series of preferred stock
designated in the future to be senior to ("Senior Stock"), or on a parity with,
the Series E Preferred Stock with respect to liquidation preferences, the
holders of each share of Series E Preferred Stock shall be entitled, pari passu
with each other and with the holders of each share of Outstanding Preferred
Stock as to right of payment, to be paid first out of the assets of the Company
available for distribution to holders of the Company's capital stock of all
classes whether such assets are capital, surplus or earnings ("Available
Assets"), an amount equal to $25.00 per share plus all accrued but unpaid
dividends ("Liquidation Price"). If, upon any such liquidation, dissolution or
winding up of the Company, the remaining assets of the Company available for
distribution to its stockholders after payment in full of amounts required to be
paid or distributed to holders of Senior Stock shall be insufficient to pay the
holders of shares of Series E Preferred Stock the full amount to which they
shall be entitled, the holders of shares of Series E Preferred Stock, together
with the holders of Outstanding Preferred Stock and any class of stock ranking
on liquidation on a parity with the Series E Preferred Stock, shall share
ratably in any distribution of the remaining assets and funds of the Company in
proportion to the respective amounts which would otherwise be payable in respect
to the shares held by them upon such distribution if all amounts payable on or
with respect to said shares were paid in full.

(b) After the payment of all preferential amounts required to be paid to the
holders of Senior Stock and Series E Preferred Stock and any other series of
preferred stock upon the dissolution, liquidation or winding up of the Company,
the holders of shares of Common Stock then outstanding shall be entitled to
receive the remaining assets and funds of the Company available for distribution
to its stockholders.

(c) The Liquidation Price set forth in this Article III shall be subject to
equitable adjustment whenever there shall occur a stock split, stock dividend,
combination, recapitalization, reclassification or other similar event involving
a change in the Series E Preferred Stock.

      Article IV. Voting. (a) Each issued and outstanding share of Series E
Preferred Stock shall be entitled to 3.5511 times the number of votes as each
share of Common Stock is entitled to vote at each meeting of stockholders of the
Company with respect to any and all matters presented to the stockholders of the
Company for their action or consideration (subject to adjustment whenever there
shall occur a stock split, stock dividend, combination, recapitalization,
reclassification or other similar event involving a change in the Series E
Preferred Stock). Except as provided by law or by the provisions establishing
any other series of preferred stock, Series E Preferred Stockholders and holders
of any other outstanding preferred stock shall vote together with the holders of
Common Stock as a single class.

(b) The Company shall not amend, alter or repeal the preferences, special rights
or other powers of the Series E Preferred Stock so as to adversely affect the
Series E Preferred Stock, without the written consent or affirmative vote of the
holders of at least a majority of the then outstanding aggregate number of
shares of such affected Series E Preferred Stock, given in writing or by vote at
a meeting, consenting or voting (as the case may be) separately as a class;
provided; however; the Company may at any time without the vote or consent of
the Series E Preferred Stockholders or any other stockholder amend this Series E
Certificate of Designation (i) as provided in the Series E Subscription
Agreement or (ii) to increase or reduce the number of shares designated
hereunder so long as any reduction does not result in the designation of less
Series E Preferred Stock than is issued and outstanding at the time of the
reduction.

      Article V. Conversion. The number of shares of Common Stock to which a
holder of Series E Preferred Stock shall be entitled to receive upon conversion
shall be the product obtained by multiplying the Conversion Rate (as hereinafter
defined) by the number of shares of Series E Preferred Stock being converted at
any time. The conversion rate in effect at any time for the Series E Preferred
Stock ("Conversion Rate") shall be the quotient obtained by dividing $25.00 plus
any accrued and unpaid dividends by the Conversion Price. The conversion price
in effect from time to time shall be $7.04 per share ("Conversion Price"),
subject to adjustment whenever there shall occur a stock split, stock dividend,
combination, recapitalization, reclassification or other similar event involving
a change in the Series E Preferred Stock.

(a) Optional Conversion. Each share of Series E Preferred Stock may be converted
at any time, at the option of the holder thereof, in the manner hereinafter
provided, into fully-paid and nonassessable shares of Common Stock, provided,
however, that on any redemption of any Series E Preferred Stock or any
liquidation of the Company, the right of conversion shall terminate at the close
of business 5 business days preceding the date fixed for such redemption or for
the payment of any amounts distributable on liquidation to the Series E
Preferred Stockholders.

      1. In order to exercise an optional conversion, a Series E Preferred
      Stockholder shall surrender a certificate or certificates representing the
      shares to be converted to the transfer agent for the Series E Preferred
      Stock (or, if no transfer agent be at the time appointed, then the Company
      at its principal office), and shall give written notice to the Company
      that the holder elects to convert the Series E Preferred Stock represented
      by such certificates, or any number thereof. If so required by the
      Company, certificates surrendered for conversion shall be duly endorsed or
      accompanied by duly executed written instrument or instruments of
      transfer, in form satisfactory to the Company. The date of receipt by the
      transfer agent (or by the Company if the Company serves as its own
      transfer agent) of the certificates and the notice shall be the Conversion
      Date. As soon as practicable after receipt of such notice and the
      surrender of the certificate or certificates for Series E Preferred Stock,
      the Company shall cause to be issued and delivered to such holder a
      certificate or certificates for the number of full shares of Common Stock
      issuable on such conversion in accordance with the provisions hereof and
      cash in respect of any fraction of a share of Common Stock otherwise
      issuable upon such conversion.

(b) Mandatory Conversion. The Company may, at any time after December 1, 2006,
upon notice as below provided, require that any or all outstanding Series E
Preferred Stock be converted into Common Stock in the manner hereinafter
provided if the Common Stock into which the Series E Preferred Stock is
convertible is registered pursuant to an effective registration statement under
the Securities Act of 1933, as amended, by delivery to the Series E Preferred
Stockholders, for each share of Series E Preferred Stock converted, (i) the
number of shares of Common Stock determined by dividing the Liquidation Price by
the Conversion Price, if the closing sale price for the Company's common stock
exceeds 150% of the applicable Conversion Price for 20 out of 30 consecutive
"trading days" (days the principal exchange on which the Common Stock is listed
or traded is open for business or, if the Common Stock is no longer listed or
traded on an exchange, business days) within 180 days prior to notice of
conversion or (ii), if the requirements of (i) are not met, the number of shares
of Common Stock determined by dividing 110% of the Liquidation Price by the
Conversion Price.

      1. In order to exercise a mandatory conversion, the Company must provide
      all Series E Preferred Stockholders notice of the conversion at least 30
      days prior to the Conversion Date, such notice to include the number of
      shares to be converted and instructions for surrender of the certificate
      or certificates representing the Series E Preferred Stock. Upon surrender
      of the certificates to the transfer agent, the Company shall cause to be
      issued and delivered to such holder a certificate or certificates for the
      number of full shares of Common Stock issuable on such conversion in
      accordance with the provisions hereof and cash in respect of any fraction
      of a share of Common Stock otherwise issuable upon such conversion. The
      Company shall not be obligated to issue such certificates unless
      certificates evidencing the shares of Series E Preferred Stock being
      converted are either delivered to the Company or any such transfer agent,
      or the holder notifies the Company that such certificates have been lost,
      stolen or destroyed and executes an agreement satisfactory to the Company
      to indemnify the Company from any loss incurred by it in connection
      therewith.

      2. In the event the Company does not redeem all outstanding shares of
      Series E Preferred Stock in a mandatory conversion, the Company shall
      redeem pro-rata from each Series E Preferred Stockholder such number of
      shares determined by dividing the number of shares to be redeemed by the
      number of shares of Series E Preferred Stock then outstanding, multiplied
      by the number of shares held by each Series E Preferred Stockholder.

(c) Term. The Company will, on the third anniversary of this Certificate of
Designation, at the Company's election, (1) redeem the Series E Stock plus any
accrued and unpaid interest for cash, (2) convert the Series E Stock and any
accrued and unpaid interest into Common Stock valued as set forth in (b)(1)
above, or (3) redeem and convert the Series E Stock in any combination of (1)
and (2) above.

(d) Redemption. Each holder of Series E Stock shall have the right, but not the
obligation, to require the Company to redeem for cash, any or all of such
holder's Series E Stock plus accrued and unpaid interest, so long as any of the
following events occur and remain uncured (i) the Company delays the audit of
its financial statements beyond 180 days after the end of the Company's fiscal
year (excluding for causes beyond the Company's control, for so long as such
cause remains in effect), (ii) failure to file Sarbanes-Oxley or equivalent
forms when required of it by the rules and regulations of the Exchange Act of
1934, as amended, or (iii) the Company's Common Stock is delisted from the
American Stock Exchange ("AMEX") (unless the Company's Common Stock is listed
within sixty days of such delisting on any of the AMEX, New York Stock Exchange
or the NASDAQ market).

(e) Fractional Shares. The Company shall not issue fractions of shares of Common
Stock upon conversion of Series E Preferred Stock or scrip in lieu thereof. If
any fraction of a share of Common Stock would, except for the provisions of this
Article V(e), be issuable upon conversion of any Series E Preferred Stock, the
Company shall in lieu thereof pay to the person entitled thereto an amount in
cash equal to the current value of such fraction, calculated to the nearest
one-hundredth (1/100) of a share, to be computed at the Common Stock Price on
the date of conversion.

(f) Reservation of Shares. The Company shall at all times reserve out of its
authorized but unissued shares of Common Stock such number of shares of Common
Stock as shall from time to time be sufficient to permit the conversion of all
of the Series E Preferred Stock then outstanding, and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of Series E Preferred
Stock, the Company shall take such action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose. All shares of Common Stock issued upon due
conversion of shares of Series E Preferred Stock shall be validly issued, fully
paid and non-assessable.

(g) Rights Upon Conversion. All shares of Series E Preferred Stock which shall
have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares, including
the rights, if any, to receive notices and to vote, shall forthwith cease and
terminate except only the right of the holder thereof to receive shares of
Common Stock in exchange therefor and payment of any accrued and unpaid
dividends thereon.
<PAGE>

            IN WITNESS WHEREOF, Immtech International, Inc. has caused this
Certificate of Designation Series E Convertible Preferred Stock to be duly
executed by its President and Chief Executive Officer this 13th day of December,
2005.

                                      IMMTECH INTERNATIONAL, INC.



                                      By: /s/ T. Stephen Thompson
                                          -------------------------------------
                                          T. Stephen Thompson
                                          President and Chief Executive
                                          Officer