STOCK PURCHASE WARRANT



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.



                                                             February __, 2002



      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"), as the same may be adjusted pursuant to Section 5 hereof,

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 the Warrant

Holder ceases to be a holder of Series A Preferred Stock, $0.01 par value, of

the Company ("Preferred Stock"), by conversion or redemption of his Series A

Preferred Stock pursuant to the terms of Certificate of Designation of the

Company of even date herewith (excluding transfers) and continuing until the

fifth anniversary of the date hereof; provided that if the Company exercises its

right to redeem this Warrant pursuant to Section 6 hereof, the Exercise Period

shall end on such date of redemption.



      "Exercise Price" is $6.00 per share of Common Stock, subject to the

adjustments set forth in Section 5 hereof.



      ""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 11 hereof

this Warrant, the Exercise Notice duly executed by the Warrant Holder and the

Aggregate Exercise Price.



      (b) Subject to paragraph (c) below, payment of the Aggregate Exercise

Price shall be made by check or bank draft payable to the order of the Company

or by wire transfer to an account designated by the Company.



      (c) In the event that the Warrant is not exercised in full, the number of

Warrant Shares shall be reduced by the number of Warrant Shares for which the

Warrant is exercised, and the Company, at its expense, shall issue and deliver

to the Warrant Holder a new Warrant in the name of the Warrant Holder,

reflecting the reduced number of Warrant Shares.



Section 3. Delivery of Stock Certificates. (a) Subject to the terms and

conditions of this Warrant, promptly after the exercise of this Warrant in full

or in part, the Company will cause to be issued in the name of and delivered to

the Warrant Holder, or as the Warrant Holder may lawfully direct, a certificate

or certificates for the number of validly issued, fully paid and non-assessable

Warrant Shares to which the Warrant Holder is entitled upon such exercise,

together with any other stock or other securities or property (including cash,

where applicable) to which the Warrant Holder is entitled in accordance with the

provisions hereof.



      (b) This Warrant may not be exercised as to fractional shares of Common

Stock. In the event that the exercise of this Warrant would result in the right

to acquire a fractional share, then such fractional share shall be considered a

whole share and shall be added to the number of Warrant Shares issuable to the

Warrant Holder upon exercise of this Warrant.



Section 4. Representations, Warranties and Covenants of the Company. (a) The

Company will take all necessary action as may be required and permitted for the

legal and valid issuance of this Warrant and the Warrant Shares to the Warrant

Holder.



      (b) The Warrant Shares, when issued in accordance with the terms hereof,

will be duly authorized and, when paid for or issued in accordance with the

terms hereof, will be validly issued, fully paid and non-assessable.



      (c) The Company has authorized and reserved for issuance to the Warrant

Holder the requisite number of shares of Common Stock to be issued pursuant to

this Warrant. The Company will at all times reserve and keep available, solely

for issuance and delivery as Warrant Shares hereunder, such shares of Common

Stock as shall from time to time be issuable as Warrant Shares, and will

accordingly adjust the number of such shares of Common Stock promptly upon the

occurrence of any of the events specified in Section 5 hereof.



Section 5. Anti-Dilution. The Exercise Price and, accordingly, the number of

Warrant Shares issuable upon exercise of the Warrant, are subject to adjustment

from time to time in accordance with this Section 5.



      (a) Issuances of Common Stock or Convertible Securities. If the Company,

at any time prior to January 1, 2003, issues shares of its Common Stock or

rights, options, warrants or convertible or exchangeable securities entitling

the holders thereof to purchase or otherwise acquire shares of Common Stock

("Common Stock Equivalents") at a price per share less than the Exercise Price

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