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. The Subscriber has reviewed such 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) With regard to the subscription for the Shares hereunder:



                  (i) The Subscriber is not, and at the time the offer to

      purchase the Shares was made Subscriber was not, a "U.S. person" as that

      term is defined under Regulation S ("Regulation S") of the Securities Act

      of 1933, as amended (the "1933 Act"). (See ss. 230.902(k) of Regulation S

      attached hereto as Annex B.)



                  (ii) The Subscriber is outside of the "United States" as that

      term is defined under Regulation S as of the date of the execution and

      delivery of this Agreement. (See ss. 230.902(k) of Regulation S attached

      hereto as Annex B.)



                  (iii) No resale of any of the Shares subscribed for under this

      Agreement has been pre-arranged with a purchaser in the United States.



                  (iv) The Subscriber is not a Distributor, as that term is

      defined under Regulation S and is not purchasing the Shares with the

      intent of distributing the Shares on behalf of the Company or a

      Distributor or any of their Affiliates.



                  (v) The Subscriber is purchasing the Shares for its own

      account (and/or for the account of other non-U.S. Persons who are outside

      of the United States) and not for the account or benefit of any U.S.

      Person.



                  (vi) The Subscriber hereby covenants and agrees to resell any

      of the Shares only in accordance with the provisions of Regulation S,

      pursuant to registration of the Shares under the 1933 Act, or pursuant to

      an available exemption from registration under the 1933 Act.



                  (vii) Prior to reselling any of the Shares during the

      Restricted Period (as defined below), the Subscriber will send a notice to

      the potential purchaser that such potential purchaser may be subject to

      the restrictions of Regulation S during the Restricted Period. For

      purposes of this Subscription Agreement, the "Restricted Period" means a

      period that (A) commences on the date of the closing of the Company's

      Regulation S offering, and (B) expires one (1) year thereafter.



                  (viii) Neither the Subscriber nor any Affiliate thereof

      presently has, or has had in the past thirty (30) days from the date

      hereof, a short position, any put option or other similar instrument or

      position in the Company's Common Stock, nor will any of them have a short

      position, put option or other similar instrument or position in the

      Company's Common Stock at any time prior to the expiration of the

      Restricted Period. "Restricted Period" means a period that (i) commences

      on the later of (A) the closing of the purchase of the Shares by the

      Subscriber, or (B) the last date on which the Company or any Affiliate of

      the Company was the owner of the Shares, and (ii) expires two (2) years

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