THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE

U.S. SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY OTHER LAWS

AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER LAWS. NEITHER THE SECURITIES

EVIDENCED BY THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE

OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR

OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



                             STOCK PURCHASE WARRANT

                              Warrant No. 2004 -___



                                                        _______________ __, 2004



      Immtech International, Inc., a Delaware corporation ("Company") hereby

grants __________________________ (Warrant Holder"), on the terms and conditions

set forth below, the right to purchase from the Company at any time during the

Exercise Period (hereinafter defined) up to ________ fully-paid and

non-assessable shares of common stock, par value $0.01 per share, of the Company

(the "Common Stock") at the Exercise Price (hereinafter defined).



Section 1.  Definitions.



      "Aggregate Exercise Price" means the Exercise Price multiplied by the

total number of shares of Common Stock for which this Warrant is being

exercised.



      "Exercise Date" means the date this Warrant, the Exercise Notice and the

Aggregate Exercise Price are received by the Company.



      "Exercise Notice" means the form attached hereto as Exhibit A, duly

executed by the Warrant Holder.



      "Exercise Period" means the period beginning on the date of issuance of

this Warrant and continuing until the fifth anniversary; provided that (i) if

the Company exercises its right to redeem this Warrant pursuant to Section 5

hereof the Exercise Period shall end on such date of redemption and (ii) the

Exercise Period shall terminate upon any attempted transfer of this Warrant

without the prior written consent of the Company's Board of Directors.



      "Exercise Price" is $16.00 per share of Common Stock.



      "Fair Market Value" means the volume weighted average of the Company's

Common Stock for the 10 days preceding the date of issuance of this Warrant.



      "Warrant" means the right to purchase shares of Common Stock granted by

this warrant.



      "Warrant Shares" means shares of Common Stock issuable upon exercise of

this Warrant.



Section 2.  Exercise. (a) This Warrant may be exercised by the

Warrant Holder, in whole or in part, at any time and from time to time during

the Exercise Period by the delivery to the Company at the address set forth in

Section 10 hereof this Warrant, the Exercise Notice duly executed by the Warrant

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