CERTIFICATE OF DESIGNATION

                      SERIES C CONVERTIBLE PREFERRED STOCK

                                       OF

                           IMMTECH INTERNATIONAL, INC.

                           (Pursuant to Section 151)



            The following is a statement of the designations, preferences,

voting powers, qualifications, special or relative rights and privileges of the

Series C Convertible Preferred Stock of IMMTECH INTERNATIONAL, INC. ("Company").



Article I. Designation and Amount. The shares of such series shall be designated

"Series C Convertible Preferred Stock" ("Series C Preferred Stock") and the

number of shares constituting such series shall be 160,000. 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") and (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").



            Notwithstanding anything to the contrary contained herein, in the

Certificate of Designation Series A Convertible Preferred Stock ("Series A

Certificate of Designation") or in the Certificate of Designation Series B

Convertible Preferred Stock ("Series B Certificate of Designation"), except as

may be specifically provided for herein, in the Series A Certificate of

Designation, Series B Certificate of Designation or waived or consented to by

the series of preferred stock to be charged as provided for herein or in the

Series A Certificate of Designation or Series B Certificate of Designation, as

the case may be, the Series A Preferred Stock, Series B Preferred Stock and this

Series C 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 Series A Preferred Stock,

Series B Preferred Stock and Series C 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 C Preferred Stock

hereunder and under the Series A Certificate of Designation and Series B

Certificate 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

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