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





      This CLINICAL RESEARCH SUBCONTRACT, dated and effective as of March 29,

2001 (the "Agreement"), is entered into by and between THE UNIVERSITY OF NORTH

CAROLINA AT CHAPEL HILL for its School of Medicine, (hereinafter called

"UNC-CH"), and IMMTECH INTERNATIONAL, INC., a Delaware corporation with its

principal office and place of business at 150 Fairway Drive, Suite 150, Vernon

Hills, IL 60061, (hereinafter called "Immtech").





                               W I T N E S S E T H



      WHEREAS, in pursuit of its educational purposes, which include research

and training, UNC-CH undertakes scholarly research and experimental activities

in a variety of academic disciplines; and



      WHEREAS, UNC-CH has received an award from the Bill & Melinda Gates

Foundation (the "Gates Grant") to fund a research and development program for

novel drug candidates for the treatment of Human African Trypanosomiasis and

Lieshmaniasis (the "Program"); and



      WHEREAS, the Program contemplates that Immtech would perform certain

functions therein; and



      WHEREAS, in furtherance of its scholarly research and instructional

interests, UNC-CH is willing to contract with Immtech upon the terms and

conditions set forth below; and



      WHEREAS, the research program contemplated by this Agreement is of mutual

interest and benefit to Immtech and to UNC-CH, and will further UNC-CH's

instructional, research and public service objectives in a manner consistent

with its status as an educational institution; and



      WHEREAS, the Research Plan (the "Research") (a copy of which is attached

hereto as Exhibit A), which will guide the performance of this Agreement, has

been written collaboratively by UNC-CH and by Immtech; and



      WHEREAS, Immtech is uniquely equipped to perform the Research.



      NOW THEREFORE, in consideration of the agreements and covenants contained

herein, the sufficiency of which are hereby acknowledged, the parties hereto

hereby agree as follows:





1.    SCOPE OF WORK.



  A.  Immtech agrees it is fully able to perform the Research in a professional,

      competent manner with strict adherence to its terms, and Immtech will

      utilize its commercially reasonable and good faith efforts to do so.

      UNC-CH and Immtech further agree that during the term of this Agreement

      they will jointly prepare protocols to guide both Phase II and Phase III

      clinical trials (the "Protocols").



                                      -1-

{PAGE}



  B.  Immtech shall exercise commercially reasonable and good faith efforts to

      carry out the Research in accordance with this Agreement. Immtech may

      provide through subcontract for performance of portions of the Research by

      other entities; provided, however, that each such subcontract to

      noncommercial entities shall include payment of indirect costs not to

      exceed ten percent (10%) of the total amount of such subcontract, and that

      the scope of work for each such subcontract shall have been approved by

      UNC-CH in writing before execution and delivery of that subcontract.





2.    PERSONNEL.



      Immtech's Principal Investigator is James Allen, Ph.D., together with such

additional personnel as may be assigned by Immtech. UNC-CH's Principal

Investigator shall be Richard Tidwell, Ph.D.





3.    PERFORMANCE PERIOD.



      The effective period of this Agreement will be from the effective date

written above through November 17, 2005, unless otherwise terminated in

accordance with Article 13. The effective period may be extended by mutual

agreement as provided in Article 14.





4.    RECORDKEEPING, REPORTING AND ACCESS.



  A.  UNC-CH's authorized representative(s), representatives of the Bill &

      Melinda Gates Foundation, and regulatory authorities to the extent

      permitted by law, may, during regular business hours, arrange in advance

      with Immtech's Principal Investigator and Immtech to:



      (1)  examine and inspect Immtech's facilities required for performance of

           the Research; and



      (2)  inspect and copy all data and work products relating to the Research

           (such copying to be done at the expense of the requesting party if

           more than one copy is requested to be made).



  B.  Immtech shall cooperate with any regulatory authority and allow regulators

      access to applicable records and data. In performing the Research, Immtech

      shall abide by the guidelines for biomedical research set forth by the

      Council for International Organizations of Medical Sciences.



  C.  Immtech and its Principal Investigator shall perform the following record

      keeping and reporting obligations in a timely fashion:



      (1)  preparation and maintenance of complete, accurately written records,

           accounts, notes, reports and data of the Research; and



                                      -2-

{PAGE}



      (2)  preparation and submission to UNC-CH in a timely manner of a copy of

           all original case report forms ("Case Reports") for each patient or

           subject participating in the Research ("Research Subject") as

           provided in the Protocols.



  D.  All data and work products relating to the Research, including data and

      work products developed by subcontractors, shall be jointly owned by

      UNC-CH and Immtech; provided, however, that Immtech may use the data and

      work products generated by the Research in connection with efforts to

      obtain regulatory approval for Immtech products.





5.    COST AND PAYMENT.



  A.  As consideration for performance under the terms of this Agreement, and

      subject to continued availability of funds from the Bill & Melinda Gates

      Foundation, UNC-CH shall pay Immtech up to a total sum of $9.8 million

      (the "Gates Funds"), as and when provided in Exhibit B attached hereto

      (the "Budget And Payment Schedule") and incorporated herein by reference.

      Upon the execution and delivery of this Agreement, $4.3 million of the

      Gates Funds shall be paid by UNC-CH to Immtech by wire transfer of

      immediately available funds to the account specified by Immtech below. The

      Gates Funds includes all applicable overheads due any party or entity.



                  Bank Name:              LaSalle Bank N.A.

                  Bank ABA No.:           0710-0050-5

                  Immtech Account Name:   Immtech International, Inc.

                  Immtech Account No.:    5800308586

                  Immtech Tax I.D. No.:   39-1523370

                  Reference:              Gates



  B.  Payment of all Gates Funds shall be by wire transfer to the account set

      forth above and shall be made to Immtech according to the Budget And

      Payment Schedule. All costs outlined in the Budget And Payment Schedule

      shall remain firm for the duration of the Research, unless otherwise

      agreed herein or in writing by Immtech and UNC-CH. Immtech shall deposit

      Gates Funds advanced to Immtech hereunder in an interest-bearing account,

      and all interest earned thereby shall be paid to UNC-CH on a quarterly

      basis, with the first such payment due on or about July 1, 2001.



  C.  Immtech shall maintain records of receipts and expenditures under this

      Agreement for a period of four (4) years following the termination or

      expiration of this Agreement.





6.    CONFIDENTIAL INFORMATION.



  A.  Neither Immtech nor UNC-CH shall disclose or use for any purpose other

      than performance of the Research, any and all trade secrets, privileged

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