The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Immtech Pharmaceuticals, Inc. (the "Company") shall be to act on behalf of the Board in fulfilling the oversight responsibilities regarding (a) the quality and integrity of the Company's financial statements, (b) the Company's accounting and financial reporting processes, (c) the qualifications, independence and performance of the Company's independent auditors and (d) systems of internal accounting and financial controls and audits of financial statements.

The Committee shall consist of at least three members and not more than five members of the Board. The chairman of the Committee ("Chairman") may recommend a greater number of members and recommend the appointment of a specific Company Director to the Committee, subject to approval of the Board of Directors. Each member shall satisfy the independence standards of the Securities and Exchange Commission ("SEC") and the exchange upon which the Company's common stock is trading. No member may have participated in the preparation of the financial statements of the Company or its subsidiary at any time during the past three years. Each member shall in the judgment of the Board be able to read and understand basic financial statements. At least one member of the Committee shall be an "audit committee financial expert" in accordance with the rules and regulations of the Securities and Exchange Commission and at least one member (who may also serve as the audit committee financial expert) shall be "financially sophisticated" and have accounting or related financial management expertise in accordance with the listing standards of the exchange upon which the Company's common stock is trading.

The Committee shall have the full power and authority to carry out the following responsibilities:

1. To determine and approve the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
   
   
2. To determine and approve engagements of the auditors prior to commencement of such engagements, to perform all proposed audits, review and attest services, including the scope of the audits, the compensation and dollar limits for services to be paid to the auditors and, on behalf of the Company, the negotiation and execution of the auditors' engagement letters. The engagements may be approved pursuant to preapproval policies and procedures established by the Committee, including the delegation of preapproval authority to one or more Committee members ("Preapproval Policies"), so long as any such preapproval decisions are presented to the full Committee at the next scheduled meeting. Any Preapproval Policies, including the delegation of preapproval authority to any Committee member(s), shall be set forth in a memorandum and attached to the minutes of the Committee meeting at which such Preapproval Policies were approved by the Committee.
   
   
3. To determine and approve engagements of the auditors for permissible non-audit services, prior to commencement of such engagements (unless in compliance with exceptions available related to immaterial aggregate amounts of services). Such engagements may be approved pursuant to Preapproval Policies, so long as any such preapproval decisions are presented to the full Committee at the next scheduled meeting. Any Preapproval Policies shall be handled as set forth in paragraph 2 above.
   
   
4. To receive from the auditors a formal written statement delineating all relationships between the auditors and the Company, consistent with Independence Standards Board Standard 1, and to actively engage in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors and for taking, or recommending that the Board take, appropriate action to oversee the independence of the auditors.
   
   
5. To discuss with management and the auditors the results of the annual audit, including the auditors' assessment of the quality, not just acceptability, of accounting policies and procedures, the reasonableness of significant judgments and estimates (including material changes in estimates), any material audit adjustments proposed by the auditors and any adjustments proposed but not recorded, the adequacy of the disclosures in the financial.
   
   
6. To review, upon completion of the audit, the financial statements proposed to be included in the Company's Annual Report on Form 10-K to be filed with the SEC and to recommend whether or not such financial statements should be so included.
   
   
7. To review with management and the outside auditors for the Company the annual and quarterly financial statements of the Company, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations", any material changes in accounting principles or practices used in preparing the statements and any other matters required to be communicated to the Committee by the auditors under generally accepted auditing standards prior to the filing of a report on Form 10-K or 10-Q with the Securities and Exchange Commission. During such review, or otherwise, the Committee shall work to resolve any disagreements between management and the outside auditors regarding financial reporting.
   
   
8. Review and discuss with management and the auditors, as appropriate, all earnings press releases, as well as any press release which contains any material, non-public financial information and to review and discuss any earnings guidance provided to any third party, including analysts and or rating agencies.
   
   
9. To confer with management and the auditors regarding the scope, adequacy and effectiveness of internal control over financial reporting including any special audit steps and remediation taken in the event of material control deficiencies, responsibilities, budget and staff of the internal audit function and review of the appointment or replacement of the senior internal audit executive or manager.
   
   
10. Review and consider whether the provision by the independent auditors of any permitted non-audit services is compatible with maintaining their independence; review and approve the non-audit fees of the auditors; and review with them any questions, comments or suggestions they may have relating to the internal controls, accounting practices or procedures of the Company or its subsidiaries, and any audit problems or difficulties and management's response.
    
    
11. To review and discuss with management and the auditors, as appropriate, the Company's guidelines and policies with respect to risk assessment and risk management, including the Company's major financial risk exposures and the steps taken by management to monitor and control these exposures.
    
    
12. To establish procedures for the (i) receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, (ii) confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters and (iii) establish clear hiring policies for employees or former employees of the Company's auditors.
    
    
13. To periodically review the Company's Code of Ethics and recommend any necessary amendments to the Board.
    
    
14. To engage independent counsel at the recommendation of the Chairman and approved by a majority of the Committee as well as other advisers, as it determines necessary to fulfill its responsibilities.
    
    
15. To investigate, oversee management's investigation or engage third parties to investigate any matter brought to the attention of the Committee within the scope of its duties if, in the judgment of the Committee, such investigation is necessary or appropriate.
    
    
16. To publish the report of the Committee required by the rules of the Securities and Exchange Commission.
    
    
17. To review all related party transactions (including transactions for which disclosure is required pursuant to Item 404(a) of Regulation S-K) on an ongoing basis, and all such transactions must be approved by the Committee.
    
    
18. To review and assess the adequacy of the Committee and this charter annually and recommend any proposed changes to the Board for approval.
    
    
19. To perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing and of any applicable laws and/or regulations.
    
    

The Committee shall meet at least four times each year and at such other times as the Chairman or any member deems necessary. The Committee shall meet regularly in executive session without management present. In addition, the Committee shall periodically meet with management, internal auditors and outside auditors to oversee and review their respective performance.

The Chairman shall appoint a secretary to record the minutes of each meeting, submit agendas to the members and perform other Committee administrative functions and the expenses incurred relating to these functions shall be reimbursed by the Company.

The Committee shall determine the appropriate funding, which shall be provided by the Company, for payment of: (i) compensation to the registered public accounting firm engaged for the purpose of preparing an audit report or performing other audit, attest or review services; (ii) compensation to any independent counsel and other advisors employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

This Charter may only be amended by the Board of Directors of the Company. The Chairman, with the approval of a majority of the Committee members, may make any appropriate recommendations to the Board of Directors concerning the amendment to this Charter.