IMMTECH INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>im649703_ex10-1.txt
<TEXT>
                                                                    Exhibit 10.1

                               Finder's Agreement

The purpose of this Agreement is to set forth Immtech International Inc.'s
("Immtech") arrangements for doing business with Mr. Cheung Ming Tak ("Finder")
on a "finder's fee" basis.

1  Finder has and will act as the Immtech's non-exclusive agent in China to
   develop and qualify potential strategic partners ("Qualified Leads") and has
   and will, among other things, render the following services to Immtech.

      A.    Identify and negotiate with Qualified Leads in China;

      B.    Assist in the arrangement for testing and/or the commercialization
            of new products developed by Immtech with Qualified Leads in China;
            and

      C.    Develop the pharmaceutical market in China for Immtech's products.

2     Upon the execution of this Agreement, Immtech will pay the Finder, in the
      Company's sole discretion, either (i) US $750,000 or (ii) 150,000 shares
      of Immtech's common stock, $0.01 par value ("Shares"), as compensation for
      Finder's services. In the event Immtech pays the Finder in Shares, Immtech
      will use commercially reasonable means to register the Shares for resale
      on Form S-3 under the Securities Act of 1933, as amended ("Securities
      Act").

3     Finder promises that it has not and will nor enter into any similar
      arrangement with any third party without the prior written consent of
      Immtech. Finder further understands that the "finder's fee" arrangement
      set forth herein is considered to provide Immtech an advantage over its
      competition. Therefore, Finder agrees to maintain all information
      pertaining to this Agreement in the strictest of confidence and agrees not
      to disclose it, in whole or in part or in any manner to third party.

4     In connection with the providing of services as set forth in this
      Agreement, Immtech has and may provide the Finder with information
      concerning Immtech which Immtech deems confidential (the "Confidential
      Information"). The Finder understands and agrees that any Confidential
      Information is secret, proprietary and of great value to Immtech, which
      value may be impaired if the secrecy of such information is not
      maintained. The Finder further agrees that he has and will take reasonable
      security measures to preserve and protect the secrecy of such Confidential
      Information and to hold such information in confidence and not to disclose
      such information, either directly or indirectly to any person or entity
      during the term of this agreement or any time following the expiration or
      termination hereof; provided, however, that the Finder may disclose the
      Confidential Information to an assistant to whom disclosure is necessary
      for the providing of services under this agreement.

5     Immtech hereby represents and warrants to the Finder that as of the date
      hereof:

      A.    Authorization of Agreement. Immtech has taken all actions and obtain
            all consents or approvals necessary to authorize it to enter into
            this Agreement.

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      B.    Authorization and Validity of Shares. The Shares, when issued, will
            be duly authorized and validly issued, fully paid and non-assessable
            and free of any preemptive rights or to any lien, pledge, security
            interest or other encumbrance.

6     Indemnification.

      A.    Immtech shall indemnity the Finder from and against any and all
            expenses (including attorneys' fees), judgments, fines, claims,
            cause of action, liabilities and other amounts paid (whether in
            settlement or otherwise actually and reasonably incurred) by the
            Finder in connection with such action, suit or proceeding if (i) the
            Finder was made a party to any action, suit or proceeding by reason
            of the fact that the Finder rendered advice or services pursuant to
            this Agreement, and (ii) the Finder acted in good faith and in a
            manner reasonably believed by the Finder to be in or not opposed to
            the interests of Immtech, and with respect to any criminal action or
            proceeding, had no reasonable cause or believe his conduct was
            unlawful.

      B.    The Finder shall indemnify Immtech from and against any and all
            expenses (including attorneys' fees), judgments, fines, claims,
            causes of action, liabilities and other amounts paid (whether in
            settlement or otherwise actually and reasonably incurred) by Immtech
            in connection with such action, suit or proceeding if (i) Immtech
            was made a party to any action, suit or proceeding by reason of the
            fact that the Finder rendered advice or services pursuant to this
            Agreement, and (ii) the Finder did not act in good faith and in a
            manner reasonably believed by Immtech to be in or not opposed to the
            interests of Immtech, and with respect to any criminal action or
            proceeding, did not reasonably believe his conduct was lawful.

7     It is expressly understood and agreed that this is a consulting agreement
      only and does not constitute an employer-employee relationship.

8     All notices provided by this Agreement shall be in writing and shall be
      given by facsimile transmission, overnight courier, by registered mail or
      by personal delivery, by one party to the other, addressed to such other
      parry at the applicable address set forth below, or to such other address
      as may be given for such purpose by such other party by notice duly given
      hereunder. Notice shall be deemed properly given on the date of the
      delivery.

If to Finder:                            If to Immtech:
      Mr. Cheung Ming Tak                      Immtech International Inc.
      19 A, Dragon View Garden                 150 Fairway Drive, Suite 150
      16 Tin Hau Temple Road                   Vernon Hills, Illinois  60061 USA
      Hong Kong                                Attention:  T. Stephen Thompson

9     Miscellaneous.

      A.    Waiver. The waiver by Company or the Finder of any action, right or
            condition in this Agreement, or of any breach of a provision of this
            Agreement shall not constitute a waiver of any other occurrences of
            the same event.

<PAGE>


      B.    Entire Agreement; Amendments. This Agreement contains the entire
            agreement between the parties hereto, and supersedes all prior
            agreements, written or oral, with respect to the subject matter
            hereof. Any variation to this Agreement must be made in writing and
            signed by both parties.

      C.    Governing Law. This Agreement shall be construed and interpreted in
            accordance with the laws of the State of New York, without regard to
            its laws regarding conflict of laws other than G.O.L. Section
            5-1401.

      D.    Binding Effect. This Agreement shall bind and inure to the benefit
            of the parties hereto and their respective heirs, executors,
            administrators, successors and assigns.

      E.    Construction. The captions and headings construed herein are
            inserted for convenient reference only, are not a part hereof and
            the same shall not limit or construe the provisions to which they
            apply.

      F.    Expenses. Each party shall pay and be responsible for the cost and
            expenses, including, without limitations, attorneys' fees, incurred
            by such party in connection with negotiation, preparation and
            execution of this Agreement and the transactions contemplated
            hereby.

      G.    Assignment. No party hereto may assign any of its rights or delegate
            any of its obligations under this Agreement without the express
            written consent of the other party hereto.

      H.    Counterparts. This Agreement may be executed simultaneously in two
            counterparts, each of which shall be deemed an original, but both of
            which together shall constitute one and the same agreement, binding
            upon both parties hereto, notwithstanding that both parties are not
            signatories to the original or the same counterpart.

      I.    Consent to Arbitration. The parties hereto agree to try to settle
            any disputes, controversies, differences or claims that may arise
            between us in respect of this Agreement amicably through mutual
            consultation. Failing such mutual settlement, a dispute,
            controversy, difference or claim shall exclusively and finally be
            settled by confidential arbitration to be held in New York City, in
            accordance with the rules of the American Arbitration Association
            then in effect, except as discussed below in the section, "Enforcing
            the Non-Compete Provision." There shall be three arbitrators, one
            selected by Finder, one selected by Immtech and the third selected
            by the two so selected. The arbitrators shall have no authority to
            amend the terms of this Agreement directly or indirectly. Any award
            of the arbitrators may be entered as a judgment in any court having
            jurisdiction.

      J.    Enforcing the Non-Compete Provision. Nothing in the foregoing
            section, "Consent to Arbitration," will limit the right of the
            Company to seek injunctive relief from any court of competent
            jurisdiction in order to enforce the confidentiality provision
            above.

<PAGE>


      K.    Headings. The section headings in this Agreement are for reference
            purposes only and shall not be deemed to be a part of this Agreement
            or to affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf by a duly authorized signatory, in each case as of June
28, 2002.


                                       Immtech International, Inc.


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

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