CERTIFICATE OF DESIGNATION

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                           IMMTECH INTERNATIONAL, INC.





            The following is a statement of the designations, preferences,

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

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



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

be designated "Series B Convertible Preferred Stock" ("Series B Preferred

Stock") and the number of shares constituting such series shall be 240,000. The

Company previously authorized 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").



            Notwithstanding anything to the contrary contained herein or in the

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

Certificate of Designation"), except as may be specifically provided for herein

or in the Series A 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, as the case may be, the Series A Preferred Stock

and Series B 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

and Series B 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 B Preferred Stock hereunder and under the Series A 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 hereunder or under the Series A Certificate of

Designation, as the case may be, and the denominator of which is the total

payment due the Series A Preferred Stock and Series B Preferred Stock hereunder

and under the Series A Certificate of Designation.



            Article II. Dividends. The holders of Series B Preferred Stock

("Series B Preferred Stockholders") shall be entitled to receive semi-annually,

on April 15 and October 15 of each year until such Series B Preferred Stock is

either converted or redeemed pursuant to this Certificate of Designation,

dividends at the rate of 8% per annum on the stated value of $25.00 per share.

All dividends declared upon the Series B Preferred Stock shall be declared pro

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