EXHIBIT 4.1

                           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
rata per share and shall accrue daily through the day immediately before the
date of conversion or redemption thereof. At the Company's option, dividends may
be paid in cash or Common Stock. In the event dividends are paid in Common
Stock, the value of the Common Stock for this purpose is to be the 10-day
volume-weighted average of the closing bid price of the Company's Common Stock
as reported by the primary stock exchange on which such stock is listed or
traded, or if not so listed or traded, then as determined in good faith by the
Board of Directors ("Common Stock Price").

            Article III. Liquidation, Dissolution or Winding Up. (a) In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company, before any distribution or payment is made to any holders of Common
Stock or any other class or series of capital stock of the Company designated to
be junior to the Series B Preferred Stock ("Junior Stock") and subject to the
liquidation rights and preferences of any class or series of preferred stock
designated in the future to be senior to ("Senior Stock"), or on a parity with,
the Series B Preferred Stock with respect to liquidation preferences, the
holders of each share of Series B Preferred Stock shall be entitled, pari passu
with each other and with the holders of each share of Series A Preferred Stock
as to right of payment, to be paid first out of the assets of the Company
available for distribution to holders of the Company's capital stock of all
classes whether such assets are capital, surplus or earnings ("Available
Assets"), an amount equal to $25.00 per share plus all accrued but unpaid
dividends ("Liquidation Price"). If, upon any such liquidation, dissolution or
winding up of the Company, the remaining assets of the Company available for
distribution to its stockholders after payment in full of amounts required to be
paid or distributed to holders of Senior Stock shall be insufficient to pay the
holders of shares of Series B Preferred Stock the full amount to which they
shall be entitled, the holders of shares of Series B Preferred Stock, together
with the holders of Series A Preferred Stock and any class of stock ranking on
liquidation on a parity with the Series B Preferred Stock, shall share ratably
in any distribution of the remaining assets and funds of the Company in
proportion to the respective amounts which would otherwise be payable in respect
to the shares held by them upon such distribution if all amounts payable on or
with respect to said shares were paid in full.

            (b) After the payment of all preferential amounts required to be
paid to the holders of Senior Stock and Series B Preferred Stock and any other
series of preferred stock upon the dissolution, liquidation or winding up of the
Company, the holders of shares of Common Stock then outstanding shall be
entitled to receive the remaining assets and funds of the Company available for
distribution to its stockholders.

            (c) The Liquidation Price set forth in this Article III shall be
subject to equitable adjustment whenever there shall occur a stock split, stock
dividend, combination, recapitalization, reclassification or other similar event
involving a change in the Series B Preferred Stock.

            Article IV. Voting. (a) Each issued and outstanding share of Series
B Preferred Stock shall be entitled to 6.25 times the number of votes as each
share of Common Stock is entitled to vote at each meeting of stockholders of the
Company with respect to any and all matters presented to the stockholders of the
Company for their action or consideration (subject to adjustment whenever there
shall occur a stock split, stock dividend, combination, recapitalization,
reclassification or other similar event involving a change in the Series B
Preferred Stock). Except as provided by law or by the provisions establishing
any other series of preferred stock, Series B Preferred Stockholders and holders
of any other outstanding preferred stock shall vote together with the holders of
Common Stock as a single class.

            (b) The Company shall not amend, alter or repeal the preferences,
special rights or other powers of the Series B Preferred Stock so as to
adversely affect the Series B Preferred Stock, without the written consent or
affirmative vote of the holders of at least a majority of the then outstanding
aggregate number of shares of such affected Series B Preferred Stock, given in
writing or by vote at a meeting, consenting or voting (as the case may be)
separately as a class.

            Article V. Conversion. The number of shares of Common Stock to which
a holder of Series B Preferred Stock shall be entitled to receive upon
conversion shall be the product obtained by multiplying the Conversion Rate (as
hereinafter defined) by the number of shares of Series B Preferred Stock being
converted at any time. The conversion rate in effect at any time for the Series
B Preferred Stock ("Conversion Rate") shall be the quotient obtained by dividing
$25.00 plus any accrued and unpaid dividends by the Conversion Price. The
conversion price in effect from time to time shall be $4.00 per share
("Conversion Price"), subject to adjustment whenever there shall occur a stock
split, stock dividend, combination, recapitalization, reclassification or other
similar event involving a change in the Series B Preferred Stock.

            (a) Optional Conversion. Each share of Series B Preferred Stock may
be converted at any time, at the option of the holder thereof, in the manner
hereinafter provided, into fully-paid and nonassessable shares of Common Stock,
provided, however, that on any redemption of any Series B Preferred Stock or any
liquidation of the Company, the right of conversion shall terminate at the close
of business 5 business days preceding the date fixed for such redemption or for
the payment of any amounts distributable on liquidation to the Series B
Preferred Stockholders.

            1. In order to exercise an optional conversion, a Series B Preferred
Stockholder shall surrender a certificate or certificates representing the
shares to be converted to the transfer agent for the Series B Preferred Stock
(or, if no transfer agent be at the time appointed, then the Company at its
principal office), and shall give written notice to the Company that the holder
elects to convert the Series B Preferred Stock represented by such certificates,
or any number thereof. If so required by the Company, certificates surrendered
for conversion shall be duly endorsed or accompanied by duly executed written
instrument or instruments of transfer, in form satisfactory to the Company. The
date of receipt by the transfer agent (or by the Company if the Company serves
as its own transfer agent) of the certificates and the notice shall be the
Conversion Date. As soon as practicable after receipt of such notice and the
surrender of the certificate or certificates for Series B Preferred Stock, the
Company shall cause to be issued and delivered to such holder a certificate or
certificates for the number of full shares of Common Stock issuable on such
conversion in accordance with the provisions hereof and cash in respect of any
fraction of a share of Common Stock otherwise issuable upon such conversion.

            (b) Mandatory Conversion. The Company may, at any time after
September 24, 2003, upon notice as below provided, require that any or all
outstanding Series B Preferred Stock be converted into Common Stock in the
manner hereinafter provided if the Common Stock into which the Series B
Preferred Stock is convertible is registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended, by delivery
to the Series B Preferred Stockholders, for each share of Series B Preferred
Stock converted, (i) the number of shares of Common Stock determined by dividing
the Liquidation Price by the Conversion Price, if the closing bid price for the
Company's common stock exceeds $9.00 for 20 consecutive "trading days" (days the
principal exchange on which the Common Stock is listed or traded is open for
business or, if the Common Stock is no longer listed or traded on an exchange,
business days) within 180 days prior to notice of conversion or (ii), if the
requirements of (i) are not met, the number of shares of Common Stock determined
by dividing 110% of the Liquidation Price by the Conversion Price.

            1. In order to exercise a mandatory conversion, the Company must
provide all Series B Preferred Stockholders notice of the conversion at least 30
days prior to the Conversion Date, such notice to include the number of shares
to be converted and instructions for surrender of the certificate or
certificates representing the Series B Preferred Stock. Upon surrender of the
certificates to the transfer agent, the Company shall cause to be issued and
delivered to such holder a certificate or certificates for the number of full
shares of Common Stock issuable on such conversion in accordance with the
provisions hereof and cash in respect of any fraction of a share of Common Stock
otherwise issuable upon such conversion. The Company shall not be obligated to
issue such certificates unless certificates evidencing the shares of Series B
Preferred Stock being converted are either delivered to the Company or any such
transfer agent, or the holder notifies the Company that such certificates have
been lost, stolen or destroyed and executes an agreement satisfactory to the
Company to indemnify the Company from any loss incurred by it in connection
therewith.

            2. In the event the Company does not redeem all outstanding shares
of Series B Preferred Stock in a mandatory conversion, the Company shall redeem
pro-rata from each Series B Preferred Stockholder such number of shares
determined by dividing the number of shares to be redeemed by the number of
shares of Series B Preferred Stock then outstanding, multiplied by the number of
shares held by each Series B Preferred Stockholder.

            (c) Fractional Shares. The Company shall not issue fractions of
shares of Common Stock upon conversion of Series B Preferred Stock or scrip in
lieu thereof. If any fraction of a share of Common Stock would, except for the
provisions of this Section V(c), be issuable upon conversion of any Series B
Preferred Stock, the Company shall in lieu thereof pay to the person entitled
thereto an amount in cash equal to the current value of such fraction,
calculated to the nearest one-hundredth (1/100) of a share, to be computed at
the Common Stock Price on the date of conversion.

            (d) Reservation of Shares. The Company shall at all times reserve
out of its authorized but unissued shares of Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to permit the
conversion of all of the Series B Preferred Stock then outstanding, and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of Series
B Preferred Stock, the Company shall take such action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose. All shares of Common Stock
issued upon due conversion of shares of Series B Preferred Stock shall be
validly issued, fully paid and non-assessable.

            (e) Rights Upon Conversion. All shares of Series B Preferred Stock
which shall have been surrendered for conversion as herein provided shall no
longer be deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall forthwith
cease and terminate except only the right of the holder thereof to receive
shares of Common Stock in exchange therefor and payment of any accrued and
unpaid dividends thereon.

            Article VI. Redemption. At any time after the date hereof and so
long as Series B Preferred Stock remains outstanding, the Company may redeem any
or all outstanding Series B Preferred Stock by payment of the Liquidation Price
to the Series B Preferred Stockholders. In the event of a redemption of only a
part of the outstanding Series B Preferred Stock, the Company shall effect such
redemption pro rata among the holders thereof (based on the number of shares of
Series B Preferred Stock held on the date of notice of redemption). At least 30
trading days prior to a redemption, written notice shall be mailed to each
holder of record of Series B Preferred Stock to be redeemed, at his or its post
office address last shown on the records of the Company, notifying such holder
of the number of shares so to be redeemed, specifying the date of the redemption
("Redemption Date") and the date on which such holder's conversion rights
(pursuant to Article V hereof) as to such shares terminate (which shall be no
more than 5 business days prior to the Redemption Date) and calling upon such
holder to surrender to the Company, in the manner and at the place designated,
his or its certificate or certificates representing the shares to be redeemed
(such notice is hereinafter referred to as the "Redemption Notice"). In the
event less than all the shares represented by any such certificate are redeemed,
a new certificate shall be issued representing the unredeemed shares. From and
after the Redemption Date, unless there shall have been a default in payment of
the Liquidation Price, all rights of the holders of the Series B Preferred Stock
designated for redemption in the Redemption Notice as holders of Series B
Preferred Stock of the Company (except the right to receive the Redemption
Price) shall cease with respect to such shares, and such shares shall not
thereafter be transferred on the books of the Company or be deemed to be
outstanding for any purpose whatsoever.



            IN WITNESS WHEREOF, Immtech International, Inc. has caused this
Certificate of Designation Series B Convertible Preferred Stock to be duly
executed by its President and Chief Executive Officer this 25th day of
September, 2002.


                                       IMMTECH INTERNATIONAL, INC.


                                       By:  /s/ T. Stephen Thompson
                                          --------------------------------------
                                          T. Stephen Thompson
                                          President and Chief Executive
                                          Officer