SUBSCRIPTION AGREEMENT

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            SUBSCRIPTION AGREEMENT dated as of November 2, 2000 (the

"Agreement"), between IMMTECH INTERNATIONAL INC., a Delaware corporation (the

"Company"), and __________________________________, a(n) ____________________

(the "Subscriber").



                               W I T N E S S E T H





            WHEREAS, the Subscriber hereby applies to purchase shares of the

Company's Common Stock, par value $0.01 per share, (the "Shares") in the amount

and for the purchase price (the "Purchase Price") indicated on the signature

page (the "Signature Page") of this Agreement in accordance with the terms of

this Agreement.





            NOW, THEREFORE, for and in consideration of the covenants,

conditions, and agreements hereinafter set forth, the sufficiency of which is

hereby acknowledged, the parties hereto hereby agree as follows:



            SECTION 1. SUBSCRIPTION.



            (a) The Subscriber hereby agrees to purchase the Shares and encloses

payment therefore as set forth on the Signature Page. This subscription is

irrevocable by the Subscriber, but may be rejected in whole or in part by the

Company in its sole and absolute discretion. This subscription will not be

effective unless and until accepted by the Company. To confirm acceptance of

this subscription, the Company will sign and return a copy of this Agreement to

the Subscriber. If this subscription is rejected, then any of the Purchase Price

paid by the Subscriber will promptly be returned to the Subscriber and this

Agreement will be null and void. If this subscription is accepted, then the

Company will deliver to the Subscriber, at the Subscriber's address set forth on

the Signature Page, one or more stock certificates representing, in the

aggregate, the Shares being purchased.



            (b) The Subscriber will pay the Purchase Price by wire transfer in

U.S. dollars to the Company in accordance with the wire transfer instructions

set forth in Annex A hereto.



            SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. To

induce the Company to accept the subscription, the Subscriber hereby warrants,

represents, covenants and agrees as follows:



            (a) The Subscriber acknowledges that the Subscriber has received

copies of the Company's most recent Annual Report on Form 10-KSB filed on June

29, 2000, with the U.S. Securities and Exchange Commission (the "Commission")

and the Company's most recent Quarterly Report on Form 10-QSB filed on August

10, 2000, with the Commission, and has received or had access to the other

public filings of the Company on file with the Commission. The Subscriber has

reviewed the Company's public filings and this Agreement (all such materials,

collectively, the "Offering Information").



            (b) The Subscriber and its officers, employees, agents, counsel,

accountants, financial advisors, consultants and other representatives (together

"Representatives") have been provided with full access, upon reasonable prior

notice and during normal business hours, to all officers, employees, agents and

accountants of the Company and its assets and properties and books and records,

and the Subscriber and its Representatives have been furnished with all such

information and data concerning the business and operations of the Company as

the Subscriber or any of its Representatives reasonably requested in connection

with such investigation. In addition, the Subscriber and its Representatives

have had a reasonable opportunity to ask questions of and receive answers from

the Company, or a person or persons acting on its behalf, concerning the terms

and conditions of the Shares, and to obtain additional information, to the

extent possessed by the Company or obtainable by it without unreasonable effort

or expense. All such questions have been answered to the full satisfaction of

the Subscriber. No oral or written representations or warranties have been made

or oral or written information furnished or oral or written promises made to the

Subscriber or the Subscriber's advisors in connection with the Company, the

Shares or the offering generally which were in any way inconsistent with the

Offering Information. The Subscriber is relying solely on the Offering

Information in determining to purchase the Shares.



            (c) The Subscriber, either alone or together with its advisors, has

such knowledge and experience in financial, tax and business matters to enable

the Subscriber to utilize the information made available to the Subscriber in

connection with the purchase of the Shares, to evaluate the merits and risks of

the prospective investments and to make an informed investment decision with

respect thereto.



            (d) The Subscriber understands that neither the offering nor the

sale of the Shares has been registered under the Securities Act of 1933, as

amended (the "1933 Act"), and that the Shares are being sold in reliance upon an

exemption therefrom for non-public offerings, nor has such offering or sale been

registered or qualified under any state securities or "Blue Sky" law, and that

the Shares are being sold in reliance upon similar exemptions. The Subscriber

understands that the Shares must be held indefinitely unless disposed of

pursuant to the terms and conditions of the 1933 Act and any state securities or

"Blue Sky" law and any such sale or transfer must either be registered under the

1933 Act and all applicable state securities or "Blue Sky" laws, or exempt from

registration, and an opinion of counsel or other documentation in form

satisfactory to the Company confirming such exemption must be provided prior to

any such sale or other transfer. The Subscriber hereby agrees on its own behalf

and on behalf of any investor account for which it is purchasing the Shares, and

each subsequent purchaser of the Shares by its acceptance thereof will agree, to

offer, sell or otherwise transfer such Shares prior to the date which is two (2)

years after the later of the date of original issue of such Shares and the last

date that the Company or any Affiliate (as defined below) was the owner of such

Shares (or any predecessor thereto) only (i) to the Company, (ii) pursuant to a

registration statement that has been declared effective under the 1933 Act, or

(iii) pursuant to any available exemption from the registration requirements of

the 1933 Act, subject in each of the foregoing cases to any requirement of law

that the disposition of the property or the property of such investor account or

accounts be at all times within its or their control. The Subscriber further

understands that, except as expressly set forth in Section 5, the Company is

under no obligation to register the Shares or to assist the Subscriber in

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