EXHIBIT 4.1

              FORM OF UNSECURED SUBORDINATED CONVERTIBLE DEBENTURE
                      (CONVERSION PRICE OF $0.01 PER SHARE)

<PAGE>

                  UNSECURED SUBORDINATED CONVERTIBLE DEBENTURE
                  --------------------------------------------

$___________                                                     _________, 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.

     1.   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

                                        1
<PAGE>

          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.

     2.   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.

     3.   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).

     4.   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.

                                        2
<PAGE>

     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 registered owner hereof,  as provided herein,  shall be
cumulative  and  concurrent,  and may be  pursued  singularly,  successively  or
together,  at the sole  discretion of the  registered  owner hereof,  and may be
exercised  as often as occasion  therefore  shall  arise.  No act of omission or
commission of the  registered  owner,  including,  specifically,  the failure to
exercise  any  right,  remedy  or  recourse,  shall be  deemed to be a waiver or
release  of the same,  such  waiver or  release to be  effected  only  through a
written  document  executed by the registered  owner and then only to the extent
specifically  recited  therein.  A waiver or release  with  reference to any one
event  shall  not be  construed  as  continuing,  as a bar to, or as a waiver or
release  of any  subsequent  right,  remedy  or  recourse  as to a  separate  or
subsequent event.

     5.   CONVERSION.  This Debenture  shall be  convertible  into shares of the
          Company's  common stock,  par value $.00001 per share ("Common Stock")
          as follows:

     a.   CONVERSION  RIGHTS.  The registered  owner hereof shall be entitled to
          convert all or any portion of the then  outstanding  unpaid  principal
          balance  and accrued  and unpaid  interest  hereof into fully paid and
          non-assessable shares of the Common Stock at any time after six months
          from the date of this  Debenture  at a price per share which shall not
          exceed the lesser of (i) $.01 per share or (ii) 70% of the fair market
          value of the Common Stock.  However, the holder will not be allowed to
          convert  that  portion  of this  Debenture  which  will  result in the
          holder's total ownership of the Company's Common Stock to be more than
          five percent (5%) of the then  outstanding  Common Stock. For purposes
          of this  Paragraph  5(a),  fair market value shall mean the average of
          the  mid-point  of the closing bid and ask price for the Common  Stock
          over the five trading days preceding any request for conversion by the
          Payee.  After  conversion or repayment of all amounts of principal and
          interest due under the  Debentures,  the Company shall have no further
          obligations to the Payee.

     After the Maturity Date, the holder hereof shall have no conversion  rights
hereunder, without the written consent of the Company, which may be withheld for
any reason.

     b.   MECHANICS OF  CONVERSION.  This Debenture may be converted into Common
          Stock as provided herein by giving written notice to the Company on or
          before the earlier of

                                        3
<PAGE>

          the  Maturity  Date or seven (7) days  following  receipt of notice of
          prepayment of this Debenture as set forth in Paragraph 3. Such written
          notice shall be signed by the registered owner hereof, shall state the
          amount of the then  outstanding  principal  balance  and  accrued  and
          unpaid  interest  which the  registered  owner  seeks to convert  into
          shares of  Common  Stock,  shall  contain  the  warranty  required  by
          Paragraph 9 hereof,  and shall  specify a date (other than a Saturday,
          Sunday  or legal  holiday)  not less  than  thirty  (30) nor more than
          forty-five  (45) days after the date of such  written  notice,  as the
          date on which such shares will be taken up at the principal  office of
          the Company during ordinary  business hours, or at such other hour and
          place agreed upon by the Company and the person or persons  exercising
          the  conversion  and  shall  otherwise   comply  with  the  terms  and
          conditions of this  Debenture.  On the date  specified in such written
          notice  (which  date  may be  extended  by the  Company  if any law or
          regulation requires the Company to take any action with respect to the
          shares  prior  to  the  issuance  thereof,  whether  pursuant  to  the
          provisions of Paragraph 8 hereof or otherwise)  the  registered  owner
          shall  surrender  the  Debenture  as payment  for the shares and shall
          deliver an appropriate  certificate or certificates  for the Debenture
          as to  which  conversion  was  exercised.  If  less  than  all  of the
          principal  amount of this  Debenture is  converted,  the Company will,
          upon such  conversion,  execute  and deliver to the  registered  owner
          thereof a new Debenture  (dated as of the date hereof)  evidencing the
          principal amount not so exercised.

     The Company shall pay all original issue taxes, if any, with respect to the
issue  of  Common  Stock  pursuant  hereto  and  all  other  fees  and  expenses
necessarily  incurred by the Company in  connection  therewith.  The  registered
owner hereof shall have the rights of a  shareholder  only with respect to those
shares of Common Stock which have been registered in the registered owner's name
in the common share register of the Company maintained by the Company's transfer
agent upon conversion hereunder.

     In the event this  Debenture,  or any portion  thereof,  is converted  into
Common  Stock of the  Company,  no  fractional  shares of Common  Stock shall be
issued.  In lieu of any fractional  shares to which the  registered  owner would
otherwise  be  entitled,  the Company  shall pay cash equal to the amount of the
then outstanding principal balance such fractional share represents.

     c.   COMBINATION,  SUBDIVISION. If outstanding shares of Common Stock shall
          be subdivided into a greater number of shares  thereof,  or a dividend
          in Common Stock shall be paid in respect of Common  Stock,  the number
          of shares of Common Stock  convertible upon surrender of the Debenture
          immediately  prior to such  subdivision  or at the record  date of the
          dividend  shall,   simultaneously   with  the  effectiveness  of  such
          subdivision or immediately after the record date or such dividend,  be
          proportionately  increased,  and conversely,  if outstanding shares of
          Common  Stock  shall be  combined  into a  smaller  number  of  shares
          thereof, the number of shares of Common Stock

                                        4
<PAGE>

          convertible upon surrender of the Debenture  immediately prior to such
          combination  shall,  simultaneously  with  the  effectiveness  of such
          combination, be proportionately reduced.

     In the event that prior to the Maturity  Date,  the Company shall engage in
any  capital  reorganization,  reclassification  of the  stock  of the  Company,
consolidation or merger of the Company with or without another  corporation,  or
sale or conveyance of all or  substantially  all of the assets of the Company to
another  corporation,  entity or person,  or sale of the issued and  outstanding
Common Stock to another  corporation,  entity or person,  he Company  shall give
written  notice to the  registered  owner  hereof at least 30 days  prior to the
projected  or  anticipated  closing of any of the  aforedescribed  transactions,
setting  forth in said  notice the date that the  transaction  will be closed or
completed.  Thereafter,  the  registered  owner  hereof  shall have the right to
convert  this  Debenture  into  Common  Stock of the Company as provided in this
Paragraph 5, if and only if, the registered owner hereof gives written notice to
the Company no less than 15 days prior to the anticipated  closing or completion
date of the aforesaid transaction,  and should such notice not be delivered on a
timely basis, the conversion rights hereunder shall lapse.

     6.   VOTING  RIGHTS.  No  registered  owner  shall,  solely  by  virtue  of
          ownership of this Debenture, be entitled to any rights whatsoever,  of
          a  shareholder  of the  Company,  including  but not limited to voting
          rights.  The registered owner shall have only such rights,  if any, to
          which he is entitled by virtue of his ownership of this Debenture.

     7.   SUBORDINATION. This Debenture shall be subordinate (a) to all existing
          and future bank debt of the  Company and (b) to any secured  financing
          obtained by the Company, the proceeds of which the Company may use for
          any purpose.  In the event the  registered  owner hereof has exercised
          conversion  rights  hereunder,  any  Common  Stock of the  Company  so
          acquired shall be subordinate to all secured and unsecured debt of the
          Company and to the rights of preferred shareholders of the Company.

     8.   PURCHASE FOR  INVESTMENT.  The Company shall be under no obligation to
          issue  shares of the  Company's  Common  Stock  hereunder,  unless the
          person who exercises  conversion  rights shall warrant to the Company,
          at the time of such exercise, that such person is acquiring the shares
          to be issued to such person  pursuant to such conversion  rights,  for
          investment and not with a view to, or for sale in connection with, the
          distribution  of any  such  shares;  and in  such  event,  the  person
          acquiring  such  shares  shall  be  bound  by  the  provisions  of the
          following  legend or similar  legend which shall be endorsed  upon the
          certificate  or  certificates  evidencing  the  shares  issued  by the
          Company pursuant to such exercise:

                                        5
<PAGE>

          "The  shares  represented  by the  certificate  have  been  taken  for
          investment  and they may not be sold or otherwise  transferred  by any
          person,   including  a  pledgee,   in  the  absence  of  an  effective
          registration  statement  for the shares  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."

     9.   TRANSFER.  The registered  owner hereof  covenants that this Debenture
          has been  acquired for  investment.  The  Debenture  cannot be sold or
          otherwise  transferred  by the  registered  owner or any other 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  of the Company that an exemption  from  registration  is
          then available. No transfer of the Debenture shall be effective unless
          the Company is notified of such transfer,  and unless such transfer is
          registered on the records of the Company.

     10.  NOTICES. All notices or other communications hereunder to either party
          shall be in writing and, if mailed, shall be deemed to be given on the
          second business day after the date when deposited in the United States
          mail, by registered or certified mail, postage pre-paid,  addressed as
          follows:

     If to Company:                Dr. Ramesh Pandey
                                   Xechem International, Inc.
                                   Building B, Suite 300
                                   New Brunswick, New Jersey  08901

     If to Payee:                  At the address set forth above.

Or to either  party at such  other  address  as such  party may  designate  in a
written notice to the other party.  "Business day" shall mean any day other than
a Saturday, Sunday, or any federal or New Jersey holiday.

     11.  HEADINGS.  The  headings  of the  paragraphs  of  this  Debenture  are
          inserted for convenience  only and shall not be deemed to constitute a
          part hereof.

     12.  SEVERABILITY.  If any  provision  of this  Debenture  or any  payments
          pursuant to the terms hereof shall be invalid or  unenforceable to any
          extent,  the  remainder  of  this  Debenture  and any  other  payments
          hereunder  shall not be affected  thereby and shall be  enforceable to
          the greatest extent permitted by law.

                                        6
<PAGE>

     13.  MISCELLANEOUS.

     a.   Whenever any payment to be made under this Debenture would be due on a
          date  which is not a business  day,  the due date  therefore  shall be
          extended to the next  succeeding  business day, and interest  shall be
          payable at the applicable rate during such extension.

     b.   This Debenture  shall be governed and construed  under the laws of the
          State of Delaware.

     c.   In the event  either party files suit to enforce its rights under this
          Debenture,  the  prevailing  party in that action shall be entitled to
          its costs and reasonable attorneys fees.

     IN WITNESS  WHEREOF,  the  undersigned  has  executed  and  delivered  this
Debenture as of the date and year first written above.

                                        XECHEM INTERNATIONAL, INC.


                                        By:
                                            ------------------------------------
                                            Dr. Ramesh Pandey, President and
                                            Chief Executive Officer

                                        7