CRITICARE SYSTEMS INC /DE/
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
                              SETTLEMENT AGREEMENT

     This  Settlement Agreement, dated as of November 2, 2001, is by and between
Criticare  Systems,  Inc.,  a  Delaware  corporation  ("Criticare"), and Immtech
International,  Inc.,  a  Delaware  corporation  ("Immtech").

     WHEREAS,  Criticare  is  currently  the  record holder of 474,956 shares of
Immtech Common Stock, par value $0.01 per share (the "Shares"), 18,582 Shares of
which  are  held  by  Criticare  for  Dale  Geiss  and  Alan  Doyle;

     WHEREAS,  the  share  certificates  evidencing Criticare's ownership of the
Shares (the "Existing Certificates") contain restrictive legends prohibiting the
transfer  of  the  certificates  under  the  Securities Act of 1933, as amended,
absent  registration  thereunder  or an opinion of counsel acceptable to Immtech
stating  that  such  registration  is  not  required;

     WHEREAS,  Criticare and Immtech have disagreed as to whether the Shares are
properly  subject  to  any  ongoing  transfer  restrictions;  and

     WHEREAS,  Criticare  and Immtech, desiring to avoid the time and expense of
litigation,  have determined to resolve their disagreement pursuant to the terms
of  this  Settlement  Agreement;

     NOW,  THEREFORE,  in  order  to resolve the differences between the parties
with  respect  to  these matters, and for other good and valuable consideration,
the  receipt  and  adequacy of which are hereby acknowledged, the parties hereby
agree  as  follows:

     1.  Share  Certificates.  Within  five  (5)  days following delivery of the
Existing  Certificates  by  Criticare  to  Computershare  Investor  Services, as
transfer  agent (the "Transfer Agent"), Immtech will cause the Transfer Agent to
issue  and deliver to Criticare seven (7) new Certificates representing the same
aggregate  number  of  Shares  (the  "New  Certificates"),  all  of  which  New
Certificates  shall  be  free  of  any  restrictive  legend.  Four  of  the  New
Certificates  shall  be  issued  to Criticare in its name in the amount of Fifty
Thousand Shares each, and the fifth New Certificate shall be issued to Criticare
in  its  name  in  the  amount  of  Two Hundred Fifty Six Thousand Three Hundred
Seventy  Four  (256,374)  Shares.  The  sixth  New  Certificate  (the  "Geiss
Certificate")  shall  be  issued  to  Criticare in the name of Dale Geiss in the
amount  of  Eleven  Thousand  Thirty  Three (11,033) Shares, and the seventh New
Certificate  (the  "Doyle Certificate") shall be issued to Criticare in the name
of  Alan  Doyle  in the amount of Seven Thousand Five Hundred Forty Nine (7,549)
Shares.  If  and  to  the extent the Transfer Agent requires an opinion of legal
counsel  as  a  condition  to effectuate the removal of the restrictive legends,
Criticare  shall  cause  its special legal counsel, Sullivan & Worcester LLP, to
issue and deliver such an opinion of law, in substantially the form of Exhibit A
hereto, within such five day period (the "Legal Opinion"). Immtech agrees not to
object  either  to  the Legal Opinion or to its issuance by Sullivan & Worcester
LLP.  If,  notwithstanding the foregoing, the Transfer Agent does not deliver to
Criticare  the  New Certificates free of any restrictive legend within five days
following  delivery  to  it  of the Existing Certificates and the Legal Opinion,
this  Settlement  Agreement  shall  thereupon  become  null and void and have no
further  force  or  effect.


<PAGE>

     2.  Restrictions  on Transfer. The date of delivery to Criticare of the New
Certificates is the "Effective Date". Except for Shares to be represented by the
Geiss  Certificate  and  the  Doyle Certificate, Criticare has not to date "sold
short,"  disposed  of, or agreed to dispose of any of the Shares. From and after
the  Effective  Date,  Criticare will not sell, offer to sell, contract to sell,
grant any option to purchase, or otherwise dispose of (collectively, "Sell") the
Shares  except  in accordance with the following contractual restrictions, which
restrictions  Immtech agrees shall be the only restrictions between the parties,
on  Criticare's  ability  to  Sell  the  Shares:

     (a)  Criticare  may  deliver  the  Geiss  Certificate to Dale Geiss and the
          Doyle Certificate to Alan Doyle at any time, and each of Messrs. Geiss
          and  Doyle  shall  thereupon  be  free  to deal with and to Sell their
          Shares  without  any  restrictions.

     (b)  From  and  after the Effective Date and up to and including the 60-day
          anniversary  thereof  (the "Lock-up Period"), Criticare shall not Sell
          any  Shares,  except  that Criticare may deliver the Geiss Certificate
          and  the  Doyle  Certificate  as  specified  in  subparagraph  (a).

     (c)  From  and after the 61-day anniversary of the Effective Date and up to
          and  including  the  120-day anniversary thereof (the "Initial Selling
          Period"),  Criticare  may  only Sell up to 31,418 Shares (the "Initial
          Selling  Period  Allocation").

     (d)  From and after the 121-day anniversary of the Effective Date up to and
          including  the  180-day  anniversary of such date (the "Second Selling
          Period"),  Criticare  may  only Sell up to an additional 50,000 Shares
          plus  any portion of the Initial Selling Period Allocation not sold by
          Criticare  during  the  Initial  Selling  Period  (the "Second Selling
          Period  Allocation").

     (e)  Notwithstanding  the  provisions  of  subparagraphs  (b), (c), and (d)
          above, if at any time during the Initial Selling Period (including for
          purposes  of  this subparagraph (e), the Lock-up Period) or the Second
          Selling Period, the closing bid price for Immtech common stock is, for
          any  three  days  within any ten business day period, in excess of $12
          per  share,  then  the  applicable  Selling Period Allocation for such
          Period  (including  in  the  case  of  the  Second Selling Period, any
          portion  of  the Initial Selling Period Allocation not utilized during
          the Initial Selling Period and not previously increased as a result of
          the  provisions  of  this  subparagraph  (e))  shall  be  doubled.

     (f)  Notwithstanding  the foregoing provisions of this Section 2, Criticare
          shall  not be restricted or limited in its ability to Sell any portion
          of  the  Shares  at  any  time  after  the  90-day  anniversary of the
          Effective  Date  in  a  transaction  that  is  not  an  open-market
          transaction,  provided  that  Criticare  Sells  in such transaction at
          least  one-half the number of Shares that it then owns. After any such
          sale  has  occurred,  Criticare  shall  promptly inform Immtech of the
          identity  of  the  purchaser  (provided that the purchaser consents to
          such  disclosure)  and  the  number of Shares sold. However, Criticare
          shall  in  no  event  be  obligated  to  disclose to Immtech any other
          information  regarding  such  transaction,

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          including  (inter  alia)  the  purchase price paid. Any such purchaser
          shall  take  free  and  clear  of  the  restrictions set forth in this
          Section  2.

     (g)  Between  the  date  of  this  Settlement  Agreement  and  the  180-day
          anniversary of the Effective Date, Criticare shall continue to hold in
          its  own name all Shares that it does not Sell in accordance with this
          Settlement  Agreement, shall not cause such Shares to be reissued in a
          "street  name",  and  shall not engage in any "short sale" transaction
          with  respect  to  such  Shares.

     (h)  Upon  the  earliest  to  occur  of  (i) the 181-day anniversary of the
          Effective  Date,  (ii)  a  Change  in  Control  (as  defined below) of
          Immtech,  or (iii) a bankruptcy, receivership, or insolvency filing by
          or  against  Immtech,  the  restrictions  on Selling set forth in this
          Section  2  shall  be of no further force and effect and Criticare may
          thereafter  Sell  all or any of the Shares at any time or from time to
          time  free  of  the  restrictions  set  forth  herein.

     (i)  For  purposes of this Settlement Agreement, a "Change in Control" with
          respect  to any company shall mean (A) the sale, lease or transfer, in
          one  or  a series of related transactions, of all or substantially all
          of  its assets to any person or group (as such term is used in Section
          13(d)(3)  of  the  Exchange  Act  of  1934,  as amended (the "Exchange
          Act")),  (B)  the  adoption  of  a plan relating to the liquidation or
          dissolution  of  the  company,  or  (C)  the  acquisition, directly or
          indirectly,  by  any  person or group (as such term is used in Section
          13(d)(3)  of  the  Exchange Act) of forty percent (40%) or more of the
          voting  power  of  the voting stock of the company by way of merger or
          consolidation  or  otherwise.

     3. Release of Claims. Criticare and Immtech hereby release one another, and
their  officers,  employees,  agents,  representatives, successors, and assigns,
from  any and all claims which each does or may have against the other as of the
day  before  the  date hereof, provided that, if either party to this Settlement
Agreement  breaches  any  provision  of  this  Settlement Agreement, then in any
subsequent  legal  action  brought  by  the aggrieved party with respect to such
breach,  the  provisions  of  this  Section  3  shall  be  null  and  void.

     4.  Confidentiality.  Criticare and Immtech will not disclose the terms and
conditions  of  this  Settlement Agreement to anyone other than their attorneys,
accountants,  auditors,  tax  advisors, officers, directors and employees with a
need  to know, or except as either party determines is otherwise required by law
or  regulation  and  consistent  with  the disclosure requirements of applicable
federal  and  state  securities  laws.


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<PAGE>

     5.  Miscellaneous.

     (a)  Notices.  All  notices  under  this  Settlement  Agreement shall be in
          writing,  and shall be delivered by hand or by a nationally recognized
          commercial  overnight  delivery  service,  addressed  or  transmitted,

          if  to  Criticare,  at:

          20925  Crossroads  Circle
          Waukesha,  WI  53186
          Attn:  Emil  H.  Soika,  President

          with  a  copy  to:

          Sullivan  &  Worcester  LLP
          One  Post  Office  Square
          Boston,  MA  02109
          Attn:  Dennis  J.  White,  Esq.

          if  to  Immtech,  at:

          150  Fairway  Drive
          Suite  150
          Vernon  Hills,  IL  60061
          Attn:  T.  Stephen  Thompson,  President

          with  a  copy  to:

          Cadwalader  Wickersham  &  Taft
          100  Maiden  Lane
          New  York,  NY  10038
          Attn:  Keith  W.  Miller,  Esq.


          Such  notices  shall  be effective (i) in the case of hand deliveries,
          when  received  and (ii) in the case of an overnight delivery service,
          on  the next business day after being placed in the possession of such
          delivery  service,  with  delivery  charges  prepaid. Either party may
          change  its  address  by  written  notice  to  the  other.

     (b)  Counterparts.  This Settlement Agreement may be executed in any number
          of counterparts, each of which shall constitute an original and all of
          which,  taken  together, shall constitute one and the same instrument.

     (c)  Governing  Law.  This  Settlement  Agreement  shall  be  construed  in
          accordance  with  and  governed  by  the internal laws of the State of
          Delaware  applicable  to

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<PAGE>
          agreements  made  and  to be performed in such state. If any action or
          proceeding shall be brought hereunder in order to enforce any right or
          remedy  under  this  Agreement,  each  party  hereby consents and will
          submit  to the jurisdiction of any state or federal court of competent
          jurisdiction  sitting  within  the  State  of  New  York.

     (d)  Severability.  Any  provision  of  this  Settlement Agreement which is
          prohibited  or  unenforceable in any jurisdiction shall be ineffective
          to  the  extent  of  such  prohibition  or  unenforceability  without
          invalidating  the  remaining provisions hereof in that jurisdiction or
          affecting  the  validity  or  enforceability  of such provision in any
          other  jurisdiction.

     (e)  Amendment  and  Waiver.  No  waiver  or  amendment  to this Settlement
          Agreement shall be effective unless written and signed by both parties
          hereto.

     (f)  Entire  Agreement.  This  Settlement  Agreement  embodies  the  entire
          agreement  and understanding between the parties hereto and supersedes
          all  prior  agreements  and  understandings,  whether oral or written,
          relating  to  the  subject  matter  hereof.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Settlement
Agreement  to  be  duly  executed  and  delivered  by  their respective officers
thereunto  duly  authorized  as  of  the  date  first  written  above.

                                             CRITICARE  SYSTEMS,  INC.

                                             /s/ Emil H. Soika
                                             -----------------------------------
                                             Emil  H.  Soika
                                             Chief Executive Officer & President


                                             IMMTECH  INTERNATIONAL,  INC.

                                             /s/ T. Stephen Thompson
                                             -----------------------------------
                                             T.  Stephen  Thompson
                                             Chief Executive Officer & President



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