DATED THE 13th DAY OF JANUARY 2003



                  (1)         IMMTECH INTERNATIONAL INC.



                              and



                  (2)         MR. CHAN KON FUNG



                              and



                  (3)         LENTON FIBRE OPTICS DEVELOPMENT LIMITED



--------------------------------------------------------------------------------



                            SHARE PURCHASE AGREEMENT



                              RELATING TO SHARES IN



                     LENTON FIBRE OPTICS DEVELOPMENT LIMITED



--------------------------------------------------------------------------------



                               Siao, Wen and Leung

                              Solicitors & Notaries

                         15th Floor, Hang Seng Building

                            77 Des Voeux Road Central

                                    Hong Kong

                              Tel: (852) 2103-9888

                              Fax: (852) 2525-4630



{PAGE}



THIS AGREEMENT is made on the 13th day of January 2003



BETWEEN



(1)   IMMTECH INTERNATIONAL INC., a company incorporated in Delaware with its

      principal place of business at 150 Fairway Drive, Suite 150, Vernon Hills,

      IL 60061, United States of America (the "Purchaser"); and



(2)   MR. CHAN KON FUNG of Flat B, 16th Floor, 132 Broadway, Mei Foo Sun Chuen,

      Kowloon, Hong Kong (the "Seller"), and



(3)   LENTON FIBRE OPTICS DEVELOPMENT LIMITED, a company incorporated in Hong

      Kong under the Companies Ordinance with registered number 673085 whose

      registered office is at 15th Floor, Hang Seng Building, 77 Des Voeux Road

      Central, Hong Kong (the "Company").



WHEREAS



(A)   As at the date hereof the Company has an authorised share capital of

      HK$12,500,000.00 divided into 12,500,000 shares of HK$1.00 each, of which

      12,074,000 shares have been issued and are fully paid up. Further

      particulars of the Company are set out in Schedule 1.



(B)   The Seller beneficially owns, free and clear of any lien, charges or

      encumbrance, 12,074,000 Shares of the Company, of which 12,073,999 Shares

      are registered in the name of the Seller and one Share is registered in

      the name of Seconom Limited as nominee of the Seller.



(C)   The Purchaser wishes to purchase, and the Seller wishes to sell, the

      Transaction Shares (as hereafter defined) to the Purchaser upon the terms

      and conditions set forth herein.



(D)   The Seller has agreed to guarantee the obligations of the Company

      hereunder.



(E)   The Company and the Seller represent and warrant to the Purchaser:



      1.    the Seller owns, free and clear of liens, and encumbrances,

            12,074,000 Shares of the Company;



      2.    the "Business" of the Company, (i) since its inception, has been the

            intermittent leasing of the Land to hold storage containers and (ii)

            is now the development of the Land in the PRC for the construction

            and operation of the Plant to manufacture pharmaceutical products by

            itself and under license from the Purchaser and others;



      3.    in exchange for 1,200,000 shares of common stock of the Purchaser,

            US$0.01 par value ("Common Stock"), the Seller will transfer to the

            Purchaser 9,659,200 Shares representing 80% of the issued and

            outstanding Shares; and



      4.    each knows of no reason that would prevent the construction of the

            Plant on the Land.



NOW IT IS HEREBY AGREED as follows:-



1     INTERPRETATION



1.01  In this Agreement, unless the context requires otherwise:-



"Accounting Date" means 31st December, 2002;



"Accounts" means the management balance sheet of the Company made up as at the

Accounting Date and the management profit and loss account of the Company for

the year ended on that date, copies of which are annexed hereto and initialled

for the purposes of identification by the parties hereto;



"Agreement" means this agreement as amended, modified, varied or supplemented

from time to time;



"Business Day" means any day on which banks in Hong Kong are open for business

other than a Saturday;



"Companies Ordinance" means the Companies Ordinance (Chapter 32 of the Laws of

Hong Kong);



"Completion" means completion of the purchase of the Transaction Shares as

specified in Clause 5;



"Completion Date" means the Business Day falling not more than three Business

Days after all the conditions set out in Clause 4 have been satisfied or waived,

as applicable (or such other date as the parties may agree in writing prior to

Completion);



"Consideration Shares" means the shares in the capital of the Purchaser to be

allotted and issued to the Seller as specified under Clause 3.01.



"Deed of Indemnity" means the deed in the form set out in Schedule 4;



"HK$" means Hong Kong dollars, the lawful currency of Hong Kong;



"Hong Kong" means the Hong Kong Special Administrative Region of the People's

Republic of China;



"Land" means the property particulars of which are set out in Schedule 2;



"Plant" means a "good manufacturing practice" facility (a facility designed to

ensure the quality of the pharmaceutical products produced and that products are

produced under sanitary conditions) capable of producing reasonable commercial

quantities of the Purchaser's products, built to the reasonable satisfaction of

the Purchaser;



"PRC" means the People's Republic of China;



"Shareholders' Agreement" means an agreement entered into on the date hereof

between the Seller, the Purchaser and the Company in relation to the Company, as

the same may be amended, modified or supplemented from time to time;



"Shares" means ordinary shares of HK$1.00 each in the share capital of the

Company;



"Purchase Consideration" means the consideration payable for the Transaction

Shares as specified in Clause 3;



"Taxation" means and includes all forms of tax, levy, duty, charge, impost, fee,

deduction or withholding of any nature now or hereafter imposed, levied,

collected, withheld or assessed by any taxing or other authority in any part of

the world and includes any interest, additional tax, penalty or other charge

payable or claimed in respect thereof;



"Transaction Shares" means 9,659,200 Shares to be sold by the Seller to the

Purchaser pursuant to this Agreement; and



"US$" means United States dollars, the lawful currency of the United States of

America.



1.02 References to statutory provisions shall be construed as references to

those provisions as amended or re-enacted or as their application is modified by

other provisions (whether before or after the date hereof) from time to time and

shall include any provisions of which they are re-enactments (whether with or

without modification).



1.03 References herein in Clauses and Schedules are to clauses in and schedules

to this Agreement unless the context requires otherwise and the Schedules to

this Agreement shall be deemed to form part of this Agreement.



1.04 The expressions "the Purchaser", "the Company" and "the Seller" shall,

where the context permits, include their respective successors and permitted

assigns.



1.05 All representations, warranties, undertakings, indemnities, covenants,

agreements and obligations given or entered into by more than one person are

given or entered into severally and not jointly.



1.06 The headings are inserted for convenience only and shall not affect the

construction of this Agreement.



1.07 Unless the context requires otherwise, words importing the singular include

the plural and vice versa and words importing one gender include the other

gender.



1.08 A document expressed to be "in the approved terms" means a document the

terms of which have been approved by or on behalf of the parties hereto and a

copy of which has been signed for the purposes of identification by or on behalf

of the parties hereto.



1.09 Words and phrases the definitions of which are contained or referred to in

Section 2 of the Companies Ordinance, when used in this Agreement, shall be

construed as having the meanings thereby attributed to them.



2     PURCHASE OF TRANSACTION SHARES



2.01 Subject to the terms and conditions of this Agreement, the Purchaser hereby

agrees to purchase the Transaction Shares for the Purchase Consideration and the

Seller hereby agrees to sell the Transaction Shares to the Purchaser on the

Completion Date at the Purchase Consideration.



2.02 The Transaction Shares shall be sold free from all liens, charges, third

party rights and encumbrances of whatever nature, and shall, against payment by

the Purchaser, be transferred to the Purchaser and recorded in the statutory

registers of the Company and will accordingly rank pari passu for all dividends

and other distributions hereafter declared, made or paid on the issued ordinary

share capital of the Company on and with effect from Completion.



2.03 The Purchaser shall not be obliged to complete the purchase of the

Transaction Shares unless execution of the Shareholders' Agreement by the

Company and the Seller takes place simultaneously in accordance with its terms.



2.04 The Company and the Seller represent and warrant to the Purchaser that all

necessary resolutions have been passed and other steps and actions taken to

approve the transfer of the Transaction Shares and record the Purchaser as a

shareholder on the statutory registers of the Company.



2.05 The Company and the Seller hereby confirm 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,

including the Transaction Shares, or any right to request or be allotted or

issued Shares from either the Seller or the Company, or any other shares of the

Company (including but not limited to shares of the Company in a class different

from that of the Shares).



3     CONSIDERATION



3.01 The consideration for the Transaction Shares shall be satisfied by the

allotment and issue to the Seller of 1,200,000 shares in the capital of the

Purchaser credited as fully paid.



The ordinary shares of the Purchaser to be allotted and issued pursuant to

Clause 3.01 shall rank pari passu in all respects with the existing issued

ordinary shares of the Purchaser.



4     CONDITIONS



4.01 Completion shall be conditional upon:



      (a)   the Purchaser obtaining the consent of its Board of Directors in a

            form and in terms satisfactory to it;



      (b)   the Purchaser being satisfied with the results of its due diligence

            investigations into the Company;



      (c)   the conditions, if any, stipulated in the Shareholders' Agreement

            having become unconditional in all respects (save for the condition

            relating to this Agreement becoming unconditional); and



      (d)   all representations, warranties and undertakings of the Company and

            Seller being true, correct and complete as of the Completion Date.



4.02 The Purchaser shall have the discretion to waive all or any part of the

conditions set out in Clause 4.01 and any such waiver shall only be effective if

made in writing and may be subject to such conditions as the Purchaser deems

fit. Unless so waived, the parties (to the extent that each is able) shall use

all reasonable endeavours to procure the fulfilment of the conditions in Clause

4.01 by the date referred to in Clause 4.03.



4.03 If the conditions set out in Clause 4.01 are not fulfilled or waived, as

applicable, for any reason whatsoever within 90 days from the date of this

Agreement, the Purchaser or the Seller, as the case may be, shall have the right

to terminate this Agreement and upon the exercise of such right, this Agreement

shall forthwith be terminated and none of the parties to this Agreement (save

for Clauses 7.04 and 9.03 and Articles 8 and 10) shall have any claim against

the others save for any antecedent breach.



5     COMPLETION



5.01 Subject to this Agreement becoming unconditional in all respects,

Completion shall take place at 15th Floor, Hang Seng Building, 77 Des Voeux Road

Central, Hong Kong on the Completion Date or at such other place and time as

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