EXHIBIT 10.1

            AGREEMENT BETWEEN XECHEM INTERNATIONAL AND FRANK MARESCA
                             DATED OCTOBER __, 2001

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                              CONSULTING AGREEMENT
                                     BETWEEN
                                  FRANK MARESCA
                                       AND
                           XECHEM INTERNATIONAL, INC.

     THIS  CONSULTING  AGREEMENT  ("Agreement")  is  made  and  entered  into in
duplicate this _____ day of October,  2001  ("Effective  Date"),  by and between
Xechem International, Inc., a Delaware corporation ("Corporation" or "ZKEM"), on
the one hand and Frank  Maresca,  an  individual,  ("Consultant"),  on the other
hand.

                                    RECITALS

     A.   The  Corporation  has a  need  for a  consultant  to  perform  certain
services.

     B.   The Corporation has decided to be assured of the consultant's services
on the terms and conditions hereinafter set forth.

     C.   The  Corporation is current in its reporting  requirements  as a fully
reporting  company with the Securities and Exchange  Commission  ("SEC") and has
decided to take the steps necessary to engage the Consultant.

     D.   The  Consultant  provides  Business  Consulting  Services,  which  the
Corporation needs.

     E.   As a result, the Board of Directors of the Corporation have determined
that it is in the best interests of the  Corporation and its  shareholders  that
the  Corporation  retain the  services of a  consultant  to consult with the (i)
Board  of  Directors  of  the  Corporation  ("Board"),   (ii)  officers  of  the
Corporation, and (iii) administrative staff of the Corporation concerning issues
which may occur relating to the business of the Corporation, including assisting
the Corporation in preparing to expand its operations.

     F.   It is the  desire of the  Corporation  to engage the  services  of the
Consultant,  on and independent  contractor basis, to consult with the (i) Board
(ii)  officers  of  the  Corporation,  and  (iii)  administrative  staff  of the
Corporation  concerning  issues which may occur  relating to the business of the
Corporation,  including  assisting  the  Corporation  in preparing to expand its
operations.

     G.   It is the  desire of the  Consultant  to  consult,  on an  independent
contractor basis, with the (i) Board, (ii) the officers of the Corporation,  and
(iii)  administrative  staff of the  Corporation  regarding  the business of the
Corporation,  including  assisting  the  Corporation  in preparing to expand its
operations.

     NOW,  THEREFORE,  IN CONSIDERATION  OF THE MUTUAL  PROMISES,  COVENANTS AND
UNDERTAKINGS SPECIFIED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED,  WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

     1.   TERM OF AGREEMENT.  This  Agreement  shall be in full force and effect
commencing  upon the date hereof and  concluding at the close of business on the
same date in 2003.  The respective  duties and  obligations of the parties shall
commence  on the date  specified  in the  Preamble of this  Agreement  and shall
continue until the close of business on the same date in 2003.

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     2.   CONSULTATIONS.   The  Consultant  shall  make  appropriate   personnel
available to consult with the Board,  the officers of the  Corporation,  and the
department heads of the administrative  staff of the Corporation,  at reasonable
times,  concerning  matters  relating to any issue of  importance  regarding the
business affairs of the Corporation.

     3.   MANAGEMENT  AUTHORITY  OF  CONSULTANT.  The  Consultant  shall have no
management authority of or for the Corporation.

     4.   MANAGEMENT   POWER  OF  CONSULTANT.   The  business   affairs  of  the
Corporation,  which affect, directly or indirectly, the operation of business of
the  Corporation  and which arise in the ordinary  course of business,  shall be
conducted by the administrative  staff and officers of the Corporation.  All the
members of the administrative  staff shall be employees of the Corporation.  The
Consultant  shall have no control or charge of the  administrative  staff and no
control or authority to employ,  discharge,  direct,  supervise,  or control any
member of the administrative  staff or other employee of the Corporation.  It is
the intention of the  Corporation  not to confer on the  Consultant any power of
direction,  management,  supervision,  or control of the administrative staff or
other employee of the Corporation.

     5.   NO POWER OF CONSULTANT TO ACT AS AGENT.  The Consultant  shall have no
right,  power or authority to be, or act, as an agent of the Corporation for any
purpose whatsoever.  In that regard, the Consultant shall not attempt or purport
to obligate the Corporation to any obligation or agreement. The Consultant shall
not,  nor shall the  Corporation  require it, to provide any service  that is in
connection  with  the  offer  or  sale  of  securities  in  a  capital-  raising
transaction,  nor shall the  Consultant  be required  to directly or  indirectly
promote or maintain a market for the Corporation's securities.

     6.   LIMITED LIABILITY.  With regard to the services to be performed by the
Consultant  pursuant to the provisions of this Agreement,  the Consultant  shall
not be  liable  to the  Corporation,  or to any  person  who may claim any right
because of that  person's  relationship  with the  Corporation,  for any acts or
omissions in the  performance  of said services on the part of the Consultant or
on the part of the agents or employees of the Consultant,  except when said acts
or omissions of the Consultant are due to the Consultant's gross negligence. The
Consultant  makes no  warranties,  representations  or guarantees  regarding any
financing  attempted by the  Corporation  or the eventual  effectiveness  of the
services  provided by Consultant.  The Corporation shall hold the Consultant and
the agents and  employees of the  Consultant  free and harmless from any and all
obligations, costs, claims, judgements,  attorneys fees, and attachments arising
from or growing out of the services rendered to the Corporation  pursuant to the
provisions  of this  Agreement or in any way  connected  with or relating to the
rendering  of said  services,  except when the same shall  arise  because of the
gross negligence of the Consultant,  and the Consultant is adjudged to be guilty
of the gross negligence by a court of competent jurisdiction.

     7.   CONSIDERATION.  The Consultant  shall receive from the  Corporation an
aggregate  of Twelve  Million  shares of the  Corporation's  $0.00001  par value
common stock  ("Shares")  which shall be registered by the Corporation  with the
SEC on Form S-8 (the "Form S-8") of the Securities  Act of 1933, as amended,  no
later than five (5)  business  days from the  execution of this  Agreement.  The
number of  Shares  which  will be issued  pursuant  to this  Agreement  shall be
adjusted   to   reflect   any   splits,   recapitalization,    reverse   splits,
capitalizations,  mergers,  consolidations,  sale of assets  or other  corporate
reorganizations.

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          a.   The  Consultant  shall receive Three Million Shares one day after
          the effectiveness of the Form S-8.

          b.   The Consultant shall receive  additional shares from time to time
          during the Term as it  performs  its duties for the  Corporation.  The
          initial total of these additional Shares shall be Nine Million Shares,
          resulting  in  Consultant  having  received a total of Twelve  Million
          Shares, subject to Consultant  satisfactorily fulfilling his duties as
          described  herein at the sole  discretion of the  Corporation.  In the
          event the Corporation determines that the Consultant has not performed
          his duties as described herein,  this Agreement shall be terminated in
          accordance  with  Section 36 hereunder  and ZKEM's  decision as to the
          number of Shares to be issued to Consultant shall be final.

     8.   EXPENSES.  In addition to the fees as set forth above, the Corporation
will  reimburse  Consultant,  promptly  upon request from time to time,  for its
reasonable out-of-pocket expenses incurred in connection with this Agreement, as
approved by the Corporation in advance, including fees and expenses of its legal
counsel.  Consultant  cannot  guarantee the total amount of fees and expenses of
both  Consultant and the Corporation for legal,  accounting,  printing,  travel,
entertainment  and other similar costs  connected  with this  Agreement nor does
Consultant agree to limit its expenses;  provided,  however, that (1) reasonable
and justifiable expenditures for legal, accounting,  travel, sales and marketing
meetings,  entertainment  and the like will be discussed with and agreed upon by
the  Corporation in advance;  (2) no expenses  incurred by any person other than
Consultant,  its employees and counsel will be  reimbursable  by the Corporation
without  its  prior  approval;  and  (3) no  part of  Consultant's  general  and
administrative  expenses will be allocated to the services  provided  under this
Agreement nor will a request for  reimbursement of such expenses be forwarded to
the Corporation.

     9.   PAYMENT OF  CONSIDERATION.  Notwithstanding  anything to the  contrary
contained herein,  the provisions  concerning the  Corporation's  obligations to
issue Consultant the consideration  described  herein, to subsequently  register
the Shares and pay or reimburse  expenses contained herein will survive any such
expiration or termination of this Agreement.

     10.  MINIMUM AMOUNT OF SERVICE. The Consultant shall devote as much time as
it deems necessary to the affairs of the  Corporation as the Consultant,  in the
Consultant's sole discretion, determines to be necessary or appropriate; and the
Consultant  may  represent,  perform  services  for,  and be  employed  by,  any
additional  persons as the  Consultant,  in the  Consultant's  sole  discretion,
determines  to be  necessary  or  appropriate.  The  Consultant  services  to be
performed shall include, but not be limited to:

          a.   ADVICE.  The Consultant shall provide the Corporation with advice
          relating   to,   but  not   limited   to,   developing   a   corporate
          identification,  sales and  marketing,  web site  design,  networking,
          documentation,   business  strategy  and  the  selection  of  industry
          professionals to complete the  Corporation's  objectives.  Such advice
          shall not be guaranteed by the Consultant, but shall be provided based
          on certain beliefs reasonably held by the Consultant.

          b.   MARKETING.  The  Consultant  shall assist the  Corporation in the
          marketing and advertising of the Corporation and its product line.

          c.   NETWORKING.  The  Consultant  may  provide  certain  professional
          networking opportunities for the Corporation. Such opportunities may

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          include  introductions  to, and the  formulation  and  maintenance  of
          relationships   with,  key  business  and  potential   buyers  of  the
          Corporation's product line in the United States and Europe.

          d.   MISCELLANEOUS.  In  addition to the  services  set forth above in
          this  Section  10, the  Consultant  may  provide  additional  guidance
          reasonably related to the administrative and corporate  development of
          the Corporation.

          e.   LIMITATIONS.  Nothing in this Agreement  shall in any way demand,
          entice or require  Consultant to circumvent or violate the  provisions
          of Form S-8 of the Securities Act of 1933, as amended,  including, but
          not limited to,  providing any service that is in connection  with the
          offer or sale of securities  in a  capital-raising  transaction  or to
          directly  or   indirectly   promote  or  maintain  a  market  for  the
          Corporation's securities.

     11.  CORPORATION  TO  PROVIDE.  The  Corporation  will  engage  counsel and
certified  public  accountants to assist in the preparation of any and all forms
and  registration  statements  as necessary who are  experienced,  competent and
current in matters of securities  law and  disclosure  requirements.  All of the
financial  statements of the Corporation  contained in any registration  will be
prepared in accordance  with Generally  Accepted  Accounting  Principles and the
latest  annual  financial  statement  will  have  been  audited.  The  financial
information  provided to the  Consultant  and otherwise  available to Consultant
must  demonstrate to the satisfaction of Consultant that the Corporation will be
able to  meet  all of its  financial  responsibilities  and is a going  concern.
Counsel for the  Corporation  will be required to give its opinion as to matters
normally expected in a securities  registration,  including, nut not limited to,
Form S-8 compliance,  due  authorization,  qualification to do business and good
standing, no litigation, and 10b-5 compliance where applicable.

     12.  CHANGE OF CONTROL.  Any  provision  of this  Agreement to the contrary
notwithstanding,  in the event the Corporation  experiences  either a "change in
control" transaction,  including,  but not limited to, a merger,  acquisition or
sale of a controlling  interest in the Corporation,  the terms and conditions of
this Agreement shall remain in effect and in full force,  and such action by the
Corporation shall not in any way diminish, affect or compromise the Consultant's
rights,  including  but not limited to, all  consideration  and  subsequent  S-8
registration as described in Section 7 herein.

     13.  HOLD HARMLESS.  The Corporation and the Consultant also mutually agree
to indemnify and hold harmless each party and each of its  affiliates,  counsel,
stockholders, directors, officers, employees and controlling persons, within the
meaning of Section 15 of the Securities  Act of 1933, as amended,  or Section 20
of the  Securities  Exchange Act of 1934, for any violations of state or federal
securities laws by either party or any of its officers, other employees, agents,
affiliates,  counsel,  stockholders,  directors,  and controlling  persons.  The
Corporation  acknowledges  and  affirms  that it will not  request,  require  or
otherwise induce Consultant to become involved in any activities whatsoever that
would result in Consultant  violating any  provisions of the  Securities  Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, including,
but not limited to, the provisions of Form S-8, Regulations S-K and S-B, and the
Corporation agrees to indemnify and hold harmless  Consultant from any violation
thereof.

     14.  CONFIDENTIALITY.  Consultant agrees to keep confidential all material,
non-public information provided to it by the Corporation, except as

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required  by  law  or  as   contemplated   by  the  terms  of  this   Agreement.
Notwithstanding  anything to the contrary  herein,  Consultant may disclose non-
public  information to its agents and advisors  whenever  Consultant  determines
that  such  disclosure  is  necessary  or  advisable  to  provide  the  services
contemplated  hereunder.   Consultant  shall  inform  all  parties  who  receive
disclosure of non- public  information or who have access to such information of
the  obligation  of  confidentiality,  and shall inform the  Corporation  of any
disclosure  of  non-public  information  to any party  other  than  Consultant's
independent public accountants or attorneys.

     15.  FAILURE TO ACT BY ONE PERSON.  Any direction or consultation  given or
service  performed  by one of the  persons  acting on behalf of the  Consultant,
pursuant to the provisions of this Agreement,  shall constitute the direction or
consultation  or the  performance  of  service  of the  Consultant.  If, for any
reason,  any person acting on behalf of the Consultant is unable or unwilling to
act or perform  pursuant to the provisions of this  Agreement,  that event shall
not void this  Agreement  or diminish  its effect,  and the  performance  by any
person acting on behalf of the  Consultant  shall  constitute  full and complete
performance of this Agreement on the part of the Consultant.

     16.  INDEMNIFICATION.   In  addition  to  the   limitation   of   liability
contemplated  by  the  provisions  of  Paragraph  6 and  Paragraph  13  of  this
Agreement,  the Corporation shall save the Consultant  harmless from and against
and  shall  indemnify  the  other for any and all  liabilities,  losses,  costs,
expenses,  or damages howsoever caused by reason of any injury (whether to body,
property,  or personal or business  character  or  reputation)  sustained by any
person or to any person or to property by reason of any act,  neglect,  default,
or omission of the Consultant or any of the Consultant's agents,  employees,  or
other representatives in Consultant's carrying out its duties as defined in this
Agreement as a result of any misrepresentation or misconduct by the Corporation.
In the event the  Consultant  is sued in any court for  damages by reason of the
Consultant's   relationship  with  the  Corporation  and  as  a  result  of  any
misrepresentation or misconduct by the Corporation, the Corporation shall defend
that  court  action  (or  cause  that  court  action  to be  defended),  at  the
Corporation's  sole  expense and the  Corporation  shall pay and  discharge  any
judgment  that may be  rendered  in any such  court  action.  In the  event  the
Corporation fails or neglects to defend the Consultant in any such court action,
the  Consultant  may  defend  such  court  action  and any  expenses,  including
attorney's  fees,  which the  Consultant  may pay or incur in defending any such
court action and the amount of any judgment which the Consultant may be required
to pay shall be reimbursed  promptly by the  Corporation to the Consultant  upon
demand therefor by the Consultant.

     17.  EQUITABLE  REMEDIES.  As a result of the uniqueness of the services to
be performed by the Consultant for the Corporation, and because the Consultant's
reputation in the community may be affected by the financial  success or failure
of the  Corporation,  in  addition  to the other  rights and  remedies  that the
Consultant may have for a breach of this  Agreement,  the Consultant  shall have
the  right  to  enforce  this  Agreement,  in all of  its  provisions,  specific
performance, or other relief in a court or equity.

     18.  RELATIONSHIP  CREATED.  The  Consultant  is  not  an  employee  of the
Corporation for any purpose whatsoever,  but is an independent  contractor.  The
Consultant is not an affiliate of the  Corporation  as defined in the Securities
Act of 1933,  as  amended,  or the  Securities  Act of  1934,  as  amended.  The
Corporation is interested only in the results  obtained by the  Consultant,  who
shall have the sole  control of the manner and means of  performing  pursuant to
this  Agreement.  The  Corporation  shall  not have the  right  to  require  the
Consultant  to  collect  accounts,   investigate  customer  complaints,   attend
meetings,

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periodically  report to the Corporation,  follow  prescribed  itineraries,  keep
records of business transacted, make adjustments, conform to particular policies
of the Corporation,  to provide any service that is in connection with the offer
or  sale  of  securities  in  a  capital-raising  transaction,  to  directly  or
indirectly  promote or maintain a market for the Corporation's  securities or do
anything else which would jeopardize the relationship of independent  contractor
between  the  Corporation  and the  Consultant,  nor  shall the  Corporation  do
anything  that  would in any way cause the  Consultant  to be  classified  as an
affiliate  as  defined  in  the  Securities  Act of  1933,  as  amended,  or the
Securities Act of 1934, as amended.

     19.  CONSULTANT'S  REPRESENTATIVES.  The Consultant shall have the right to
appoint or otherwise  designate  suitable and  desirable  employees,  agents and
representatives ("Consultant's Representatives"). The Consultant shall be solely
responsible   for  the   Consultant's   Representatives   and  their  acts.  The
Consultant's  Representatives shall be at the Consultant's own risk, expense and
supervision,  and the  Consultant's  Representatives  shall  not have any  claim
against the Corporation for salaries,  commissions, items of cost, or other form
of compensation  or  reimbursement.  The Consultant  represents,  warrants,  and
covenants  that the  Consultant's  Representatives  shall be  subordinate to the
Consultant  and subject to each and all of the terms,  provisions and conditions
applying to the Consultant specified in this Agreement.

     20.  RECOVERY OF  LITIGATION  COSTS.  If any legal or  equitable  action or
other  proceeding is commenced for the  enforcement  or  interpretation  of this
Agreement,   or   because   of  an   alleged   dispute,   breach,   default   or
misrepresentation  regarding  any of  the  provisions  of  this  Agreement,  the
successful or prevailing party in such action or proceeding shall be entitled to
recover  reasonable  attorneys'  fees and all costs  incurred  in such action or
proceeding, in addition to any other relief to which such party may be entitled.

     21.  GOVERNMENTAL  RULES AND REGULATIONS.  The provisions of this Agreement
are subject to any and all present and future orders,  rules and  regulations of
any  duly  constituted   authority  having   jurisdiction  of  the  relationship
contemplated by the provisions of this Agreement.

     22.  NOTICES.  All  notices,  requests,  demands  or  other  communications
pursuant  to this  Agreement  shall  be in  writing  or by  telex  or  facsimile
transmission  and shall be  deemed  to have  been duly  given (i) on the date of
service, if delivered in person or by telex or facsimile  transmission (with the
telex or facsimile  confirmation of transmission  receipt acting as confirmation
of service when sent and provided telexed or telecopied  notices are also mailed
by first class, certified or registered mail, postage prepaid); or (ii) 48 hours
after mailing by first class, registered or certified mail, postage prepaid, and
properly addressed as follows:

     If to the Corporation:             Xechem International, Inc.
                                        100 Jersey Avenue
                                        Building B, Suite 310
                                        New Brunswick, New Jersey 08901
                                        Telephone:  732.247.3300
                                        Telecopier: 732.247-4090

     If to the Consultant:              Frank Maresca
                                        3280 Sunrise Highway, #74
                                        Wantaugh, New York  11793
                                        Telephone:  516.795.4249
                                        Telecopier: 516.795.4258

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or at such other address as the party  affected my designate in a written notice
to such other party in compliance with this paragraph.

     23.  ENTIRE  AGREEMENT.   This  Agreement  supersedes  any  and  all  other
agreements, either oral or in writing, between the parties regarding the subject
matter of this Agreement and specifies all the covenants and agreements  between
the parties  with respect to that subject  matter,  and each party  acknowledges
that  no  representations,  inducements,  promises,  or  agreements,  orally  or
otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not specified in this Agreement; and any other agreement, statement or
promise concerning the subject matter specified in this Agreement shall be of no
force or effect in a subsequent  modification  in writing signed by the party to
be charged.

     24.  SEVERABILITY. In the event any part of this Agreement, for any reason,
is determined to be invalid, such determination shall not affect the validity of
any remaining portion of this Agreement, which remaining portion shall remain in
complete  force  and  effect as of this  Agreement  had been  executed  with the
invalid  portion  of  this  Agreement  eliminated.  It is  hereby  declared  the
intention of the parties  that the parties  would have  executed  the  remaining
portion of this  Agreement  without  including  any such part,  parts or portion
which, for any reason, hereafter my be determined invalid.

     25.  CAPTIONS  AND  INTERPRETATION.  Captions  of the  paragraphs  of  this
Agreement are for  convenience  and reference  only, and the words  contained in
those captions shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this Agreement. The
language in all parts to this  Agreement,  in all cases,  shall be  construed in
accordance  with the fair  meaning  of that  language  as if that  language  was
prepared by all parties and not strictly for or against any party.

     26.  FURTHER  ASSURANCES.   Each  party  shall  take  any  and  all  action
necessary,  appropriate  or  advisable  to execute  and  discharge  such party s
responsibilities and obligations created by the provisions of this Agreement and
to further  effectuate,  perform and carry out the intents and  purposes of this
Agreement and the relationship contemplated by the provision of this Agreement.

     27.  NUMBER  AND  GENDER.  Whenever  the  singular  number  is used in this
Agreement,  and when required by the context, the same shall include the plural,
and vice versa;  the  masculine  gender  shall  include the  feminine and neuter
genders, and vice versa; and the word "person" shall include corporation,  firm,
trust,  association,  governmental authority,  municipality,  association,  sole
proprietorship,  joint venture, association,  organization,  estate, joint stock
company, partnership, or other form of entity.

     28.  EXECUTION IN COUNTERPARTS.  This Agreement may be prepared in multiple
copies and forwarded to each of the parties for execution.  This Agreement shall
become effective when the Consultant receives a copy or copies of this Agreement
executed by the  parties in the names as those  names  appear at the end of this
Agreement. All of the signatures of the parties may be affixed to one copy or to
separate  copies of this  Agreement  and when all such copies are  received  and
signed by all the parties,  those copies shall  constitute one agreement that is
not otherwise  separable or  divisible.  The  Consultant  shall keep all of such
signed copies and shall conform one copy to show all of those signatures and the
dates  thereof  and  shall  mail a copy  of such  conformed  copy to each of the
parties  within  thirty (30) days after the receipt by such  counsel of the last
signed  copy,  and  shall  cause  one  such  conformed  copy to be  filed in the
principal office of the Consultant.

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     29.  SUCCESSORS  AND ASSIGNS.  This Agreement and each of the provisions of
this  Agreement  shall  obligate and inure to the benefit the heirs,  executors,
administrators,  successors  and  assigns  of  each  of the  parties;  provided,
however,  nothing  specified  in  this  paragraph  shall  be a  consent  to  the
assignment  or  delegation  by any party of such party's  respective  rights and
obligations created by the provisions of this Agreement.

     30.  RESERVATION OF RIGHTS.  The failure of any party at any time hereafter
to  require  strict  performance  by any other  party of any of the  warranties,
representations,  covenants,  terms, conditions and provisions specified in this
Agreement shall not waive, affect or diminish any right of such failing party to
demand strict compliance and performance therewith and with respect to any other
provisions,  warranties,  terms and conditions specified in this Agreement.  Any
waiver of any default not waive or affect any other  default,  whether  prior or
subsequent  thereto,  and whether the same or of a different  type.  None of the
representations,   warranties,   covenants,  conditions,  provisions  and  terms
specified  in this  Agreement  shall be deemed to have been waived by any act or
knowledge of either party or such party's agents, officers or employees, and any
such  waiver  shall be made  only by an  instrument  in  writing,  signed by the
waiving party and directed to each  non-waiving  party  specifying  such waiver.
Each party  reserves such party's rights to insist upon strict  compliance  with
the terms, conditions, warranties, obligations,  representations,  covenants and
provisions of this Agreement at all times.

     31.  CONCURRENT  REMEDIES.  No right or remedy  specified in this Agreement
conferred  on or  reserved  to the  parties is  exclusive  of any other right or
remedy  specified in this  Agreement or by law or equity  provided or permitted;
but each such right and remedy shall be cumulative of, and in addition to, every
other right and remedy specified in this Agreement or now or hereafter  existing
at law or in equity or by statute or otherwise, and may be enforced concurrently
therewith or from time to time. The termination of this Agreement for any reason
whatsoever  shall not prejudice any right or remedy which either party may have,
either at law, in equity or pursuant to the provisions of this Agreement.

     32.  CHOICE OF LAW AND CONSENT TO  JURISDICTION.  This  Agreement  shall be
deemed to have been entered into in the County of Nassau, State of New York, and
all questions  concerning the validity,  interpretation or performance of any of
the terms,  conditions  and provisions of this Agreement or of any of the rights
or  obligations  of the parties shall be governed by, and resolved in accordance
with, the laws of the State of New York. Any and all actions or proceedings,  at
law or in equity, to enforce or interpret the provisions of this Agreement shall
be litigated in courts having situs within the State of New York, and each party
hereby consents  expressly to the  jurisdiction  of any local,  state or federal
court located  within the County of Nassau,  State of New York and consents that
any  service of process in such  action or  proceeding  may be made by  personal
service upon such party wherever such party may be then located, or by certified
or registered mail directed to such party at such party's last known address.

     33.  ASSIGNABILITY.  Neither party shall sell, assign,  transfer,  covey or
encumber this  Agreement or any right or interest in this  Agreement or pursuant
to this Agreement,  or suffer or permit any such sale,  assignment,  transfer or
encumbrance  to occur by operation of law without the prior  written  consent of
the other party. In the event of any sale,  assignment,  transfer or encumbrance
consented to by such other party,  the  transferee  or such  transferee's  legal
representative   shall  agree  with  such  other  party  in  writing  to  assume
personally, perform and be obligated by the covenants, obligations,  warranties,
representations, terms, conditions and provisions specified in this Agreement.

<PAGE>

     34.  CONTINUING  PROVISIONS.   Notwithstanding  anything  to  the  contrary
contained herein, the provisions  concerning  confidentiality,  indemnification,
contribution and the Corporation's  obligations to pay fees and pay or reimburse
expenses  contained  herein and in the  indemnification  provisions  hereof will
survive any such expiration or termination of this Agreement.

     35.  FORCE MAJEURE.

          a.   If any party is rendered unable,  completely or partially, by the
          occurrence of any event of "force  majeure"  (hereinafter  defined) to
          perform such party's  obligations  created by the  provisions  of this
          Agreement,  other that the obligation to make payments of money,  such
          party shall give to the other party prompt written notice of the event
          of "force majeure" with  reasonably  complete  particulars  concerning
          such  event;  thereupon,  the  obligations  of the party  giving  such
          notice,  so far as those  obligations  are  affected  by the  event of
          "force majeure",  shall be suspended  during,  but no longer than, the
          continuance  of the event of "force  majeure."  The party  affected by
          such event of "force  majeure" shall use all  reasonable  diligence to
          resolve,  eliminate  and  terminate  the event of "force  majeure"  as
          quickly as practicable.

          b.   The  requirement  that an  event  of  "force  majeure"  shall  be
          remedied with all reasonable dispatch as herein above specified, shall
          not  require  the  settlement  of  strikes,  lockouts  or other  labor
          difficulties by the party  involved,  contrary to such party's wishes,
          and the resolution of any and all such  difficulties  shall be handled
          entirely within the discretion of the party concerned.

          c.   The term "force  majeure" as used herein  shall be defined as and
          mean  any act of God,  strike,  civil  disturbance,  lockout  or other
          industrial disturbance, act of the public enemy, war, blockage, public
          riot,  earthquake,   tornado,   hurricane,   lightning,  fire,  public
          demonstration,   storm,   flood,   explosion,   governmental   action,
          governmental   delay,   restraint  or  inaction,   unavailability   of
          equipment,  and  any  other  cause  or  event,  whether  of  the  kind
          enumerated specifically herein, or otherwise,  which is not reasonably
          within the control of the party claiming such suspension.

     36.  TERMINATION. ZKEM and Consultant may terminate this Agreement prior to
the  expiration  of the Term upon  thirty (30) days  written  notice with mutual
written consent.  Failing to have mutual consent, without prejudice to any other
remedy to which the terminating party may be entitled,  if any, either party may
terminate  this  Agreement  with  thirty  (30)  days  written  notice  under the
following conditions:

     (1)  By ZKEM.

          (i)   If during the Primary Term of this  Agreement  or any  Extension
                Period, Consultant is unable or fails to provide the Services as
                set forth  herein  for thirty  (30)  consecutive  business  days
                because  of   illness,   accident,   or  other   incapacity   of
                Consultant's Personnel; or,

          (ii)  If Consultant willfully breaches or neglects the duties required
                to be performed hereunder; or,

          (iii) At Company's option without cause upon 30 days written notice to
                Consultant; or

<PAGE>

     (2)  By Consultant.

          (i)   If ZKEM breaches this Agreement, fails to register the shares as
                described in Section 7 herein as soon as  practicable  after the
                execution  hereof,   fails  to  make  any  payments  or  provide
                information required hereunder; or,

          (ii)  If ZKEM  ceases  business or sells a  controlling  interest to a
                third party,  or agrees to a  consolidation  or merger of itself
                with  or  into  another  corporation,  or  enters  into  such  a
                transaction  outside  of the scope of this  Agreement,  or sells
                substantially all of its assets to another  corporation,  entity
                or individual outside of the scope of this Agreement; or,

          (iii) If  ZKEM  subsequent  to the  execution  hereof  has a  receiver
                appointed  for its  business  or assets,  or  otherwise  becomes
                insolvent  or unable to timely  satisfy its  obligations  in the
                ordinary course of,  including but not limited to the obligation
                to pay the Consultancy Fee; or,

          (iv)  If ZKEM subsequent to the execution hereof  institutes,  makes a
                general assignment for the benefit of creditors,  has instituted
                against it any  bankruptcy  proceeding  for  reorganization  for
                rearrangement  of its financial  affairs,  files a petition in a
                court of bankruptcy, or is adjudicated a bankrupt; or,

          (v)   If any of the  disclosures  made herein or subsequent  hereto by
                ZKEM to Consultant  are  determined  to be  materially  false or
                misleading.

     In the event Consultant elects to terminate without cause or this Agreement
is terminated  prior to the expiration of the Term by mutual written  agreement,
or by ZKEM for the reasons set forth in 1(i) and (ii) above,  ZKEM shall only be
responsible to pay Consultant for un-reimbursed expenses, Consultancy Fee earned
and accrued up to and including approved upon the effective date of termination.
If this  Agreement is terminated by ZKEM for any other reason,  or by Consultant
for reasons set forth in 2(i) through (v) above, Consultant shall be entitled to
any outstanding unpaid portion of approved  reimbursable  expenses,  and for the
remainder of the un-expired portion of the applicable term of the Agreement.

     37.  CONSENT TO AGREEMENT.  By executing this  Agreement,  each party,  for
itself,  represents  such party has read or caused to be read this  Agreement in
all   particulars,   and  consents  to  the  rights,   conditions,   duties  and
responsibilities imposed upon such party as specified in this Agreement.

     Executed at Massapequa,  New York effective as of the date specified in the
preamble of this Agreement.

XECHEM INTERNATIONAL, INC.,                  FRANK MARESCA,
a Delaware corporation                       an Individual


By:                                          By:
    -------------------------------              -------------------------------

Dr. Ramesh C. Pandey                         Frank Maresca
President                                    Consultant
Xechem International, Inc.                   3280 Sunrise Highway, #74
100 Jersey Avenue,                           Wantaugh, New York  11793
Building B, Suite 310
New Brunswick, New Jersey 08901