Form Of Unsecured Convertible Debenture

FORM OF UNSECURED SUBORDINATED CONVERTIBLE DEBENTURE
(CONVERSION PRICE OF $0.0075 PER SHARE)


UNSECURED SUBORDINATED CONVERTIBLE DEBENTURE
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$___________ _________, 2001
New Brunswick, New Jersey


THE DEBENTURE EVIDENCED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, IN THE ABSENCE OF A REGISTRATION OF THE DEBENTURE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION IS THEN AVAILABLE.


FOR VALUE RECEIVED, the undersigned, Xechem International Inc., a Delaware corporation (the "Company"), hereby promises to pay to __________ or his, her or its assigns ("Payee"), at the address shown on the records of the Company, or such other address as the registered owner hereof may from time to time designate in writing, in lawful money of the United States of America, the principal sum of _______________ and No/100 Dollars ($_________). This Debenture shall be due ("Maturity Date") on the tenth anniversary date hereof. This Unsecured Subordinated Convertible Debenture (the "Debenture") is an unsecured obligation of the Company.


14. INTEREST RATE AND TIMING OF INTEREST PAYMENTS.


a. No interest shall be payable with respect to this Debenture until the
Maturity Date. Interest shall be payable on the unpaid principal
amount hereof from time to time outstanding at the simple rate of
interest of eight percent (8%) per annum. All accrued and unpaid
interest shall be due on the Maturity Date.


b. All interest under this Debenture shall be computed for the actual
number of days elapsed on the basis of a year consisting of three
hundred sixty (360) days.


c. After an Event of Default, as provided in Paragraph 4 hereof, and
until the Default is cured, this Debenture shall bear interest on the
unpaid principal amount hereof from time to time outstanding at the
rate of ten percent (10%) per annum (the "Default Rate"). Such
interest shall be accrued and paid as provided in the preceding clause
(a).


d. In no event shall the amount paid or agreed to be paid hereunder
(including all interest and the aggregate of any other amounts taken,
reserved or charged pursuant to this Debenture or any other document
evidencing or securing the loan evidenced hereby, which under
applicable law is deemed to constitute interest on the indebtedness
evidenced by this Debenture) exceed the highest lawful rate
permissible under


applicable law; and if under any circumstance whatsoever, fulfillment
of any provision of this Debenture, at the time performance of such
provision shall be due, shall involve transcending the limit of
validity prescribed by applicable law, then, ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such
validity, and if from any circumstance, the holder of this Debenture
should receive as interest in amount which would exceed the highest
lawful rate allowable under law, such amount which would be excessive
interest shall be refunded to the Company.


15. REPAYMENT OF PRINCIPAL. The outstanding principal balance, if any,
under this Debenture and all accrued and unpaid interest shall be
repaid in full, subject to Paragraph 3 hereof no later than the
Maturity Date.


16. PREPAYMENT. Company reserves the right to repay this Debenture in full
or in part without penalty at any time. The Company shall give fifteen
(15) days notice to Payee of its intention to prepay and Payee shall
have the conversion rights set forth in Paragraph 5(b).


17. EVENTS OF DEFAULT AND REMEDIES. Any one of the following occurrences
shall constitute an "Event of Default" under this Debenture:


a. The failure by the Company to make any payment of principal or
interest under this Debenture as and when the same becomes due and
payable in accordance with the terms hereof, which failure is not
cured within ten (10) days following notice thereof to the Company;


b. The occurrence of any default under any material provision of this
Debenture other than as described in the preceding clause (a) which
default is not cured within thirty (30) days following notice thereof
to the Company; or


c. The Company applies for, consents to or acquiesces in the appointment
of, a trustee, receiver or other custodian for itself or a substantial
part of its property, or makes a general assignment for the benefit of
creditors; or in the absence of such application, consent or
acquiescence, a trustee, receiver or other custodian is appointed for
the Company or for a substantial part of its property, and is not
discharged within thirty (30) days; or another case or proceeding
under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding is commenced in respect of the Company, and if
such case or proceeding is not commenced by the Company, it is
consented to or acquiesced in by the Company or remains for thirty
(30) days undismissed; or the Company takes any action to authorize,
or in furtherance of, any of the foregoing.


Upon the occurrence of any Event of Default hereon (i) the entire unpaid principal balance of, and unpaid interest then accrued on, and any other amounts owing under


or evidenced by this Debenture shall, at the option of the registered owner hereof and without notice or demand of any kind to the Company or any other person, immediately become due and payable; and (ii) the registered owner hereof shall have and may exercise any and all rights and remedies available at law or in equity.


The remedies of the regis ...