EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

                         DATED AS OF JANUARY ____, 2004

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                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     THIS REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is made as of January
27, 2004, by and among XECHEM  INTERNATIONAL,  INC., a Delaware corporation (the
"Company"),  and the  persons  listed on the  signature  page hereto  (each,  an
"Investor" and collectively, the "Investors").

                                    RECITALS

     A. The parties to this  Agreement  are parties to an Agreement  and Plan of
Merger dated December 23, 2003 (the "Merger Agreement"); and

     B. As a condition to the  consummation of the  transaction  contemplated by
the Merger Agreement,  the Company has agreed to provide the registration rights
set forth in this Agreement.

     NOW THEREFORE, the parties hereto agree as follows:

     1.   PIGGYBACK REGISTRATIONS.

          (a) RIGHT TO PIGGYBACK.  Whenever the Company proposes to register any
     of its securities under the Securities Act of 1933, as amended, (other than
     a  registration  relating to the sale of  securities to  participants  in a
     dividend  reinvestment  plan,  a  registration  on Form S-4  relating  to a
     business  combination or similar transaction  permitted to be registered on
     such  Form  S-4 or a  registration  on Form  S-8  relating  to the  sale of
     securities  to  participants  in a  stock  or  employee  benefit  plan)  (a
     "Piggyback Registration"),  the Company shall give prompt written notice to
     Investors of its intention to effect such a registration.  The notice shall
     offer  to  include  in  the  registration  statement  any  and  all  of the
     Registrable  Shares (as defined in SECTION 2 herein).  Each Investor  shall
     have until the 10th day after receipt of such notice to send to the Company
     a written request that shall specify the number of Registrable Shares which
     Investor  desires  to have  included  in the  registration  statement.  The
     Company shall include in the filing for  registration  under the Securities
     Act of 1933, as amended (the  "Securities  Act"),  the aggregate  number of
     Registrable  Shares  which  Investors  requested be included in such filing
     concurrently  with the  registration of such other  securities,  all to the
     extent  required to permit the public  offering and sale of the Registrable
     Shares.  The Company will use its reasonable  efforts through its officers,
     directors,  auditors,  and counsel to cause such registration  statement to
     become effective as promptly as reasonably practicable;  PROVIDED, HOWEVER,
     that the number of  Registrable  Shares that may be registered  pursuant to
     this  SECTION  1(A)  on  any  such  registration   statement  involving  an
     underwriting  shall  be  subject  to  those  reductions  determined  to  be
     necessary by the underwriter of the offering pursuant to SECTION 1(B).

          (b)  UNDERWRITING.  If a Piggyback  Registration  is for a  registered
     public  offering  involving an  underwriting,  the Company  shall so advise
     Investors  as part of the  notice  given  pursuant  to this  SECTION 1. The
     Company shall (together with all other holders of Common Stock proposing to
     distribute their securities through such underwriting), if requested by the
     underwriter,  enter into an underwriting agreement in customary form with a
     managing

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     underwriter selected for such underwriting by the Company.  Notwithstanding
     any other provision of this SECTION 1, if the managing  underwriter advises
     the Company in writing that market factors  require  exclusion of shares to
     be sold by selling stockholders, or a limitation of the number of shares to
     be so sold,  then the Company  shall so advise  Investors and the number of
     shares of Registrable  Shares that may be included in the  registration and
     underwriting  shall  be  allocated:  (i)  first,  to the  securities  to be
     registered on behalf of the Company;  (ii) second,  the Registrable  Shares
     sought to be  registered  by  Investors  and (iii)  third,  pro rata  among
     holders  of  all  other   securities   requested  to  be  included  in  the
     registration.  No  Registrable  Shares  excluded from the  underwriting  by
     reason of the  underwriter  market  limitation  shall be  included  in such
     registration.

          (c)  EXPENSES OF  REGISTRATION.  All  Registration  Expenses  (defined
     below) incurred in connection with a Piggyback  Registration shall be borne
     by the Company. All Selling Expenses (defined below) incurred in connection
     with  a  Piggyback  Registration  shall  be  borne  by  Investors  for  the
     Registrable Shares so registered. For purposes of this SECTION 1(C):

               (i)  "Registration  Expenses" shall mean all expenses incurred by
          the Company in connection  with a Piggyback  Registration,  including,
          without limitation,  all registration,  filing and qualification fees,
          underwriters   expense   allowances,   printing  expenses,   fees  and
          disbursements  of counsel for the Company,  blue sky fees and expenses
          (but excluding the  compensation  of regular  employees of the Company
          which shall be paid in any event by the Company).

               (ii) "Selling Expenses" shall mean all underwriting discounts and
          selling  commissions  applicable to the sale of the Registrable Shares
          in the Piggyback  Registration  and all fees and  disbursements of any
          special  counsel  (other  than  the  Company's  regular  counsel)  for
          Investors.

          (d)   QUALIFICATION   FOR  SALE.  In   connection   with  a  Piggyback
     Registration,  the Company shall use its  reasonable  best efforts to cause
     the Registrable Shares so registered to be registered or qualified for sale
     under the  securities or blue sky laws of such  jurisdictions  as Investors
     may reasonably request;  PROVIDED,  HOWEVER,  that the Company shall not be
     required to qualify to do  business in any state by reason of this  SECTION
     1(D) in which it is not otherwise required to qualify to do business.

          (e) EFFECTIVENESS.  In connection with a Piggyback  Registration,  the
     Company shall prepare and file with the Securities and Exchange  Commission
     (the "Commission") a registration statement with respect to the Registrable
     Shares  requested to be registered and use its  reasonable  best efforts to
     cause  such  registration  statement  to become  effective,  and shall keep
     effective any Piggyback  Registration  and shall from time to time amend or
     supplement each applicable registration statement,  preliminary prospectus,
     final prospectus,  Application,  document and communication for such period
     of time as shall be required to permit  Investors to complete the offer and
     sale of the  Registrable  Shares covered  thereby.  The Company shall in no
     event be required  to keep any such  Piggyback  Registration  in effect for
     more  than  twelve  (12)  months  from the  initial  effective  date of the
     Piggyback Registration;  PROVIDED, HOWEVER, that, if during the twelve (12)
     month period of effectiveness

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     of the  registration  statement,  the Company gives to Investors a Blackout
     Notice pursuant to SECTION 1(F), the Company shall extend the effectiveness
     of the registration statement for the same time period as that set forth in
     the Blackout Notice.

          (f) BLACKOUT RIGHTS.  Following the effective date of any registration
     statement  filed  pursuant to SECTION 1(A) of this  Agreement,  the Company
     shall be entitled,  from time to time, to notify  Investors to  discontinue
     offers or sales of  shares  pursuant  to such  registration  statement  for
     Registrable Shares for the period of time stated in the written notice (the
     "Blackout Notice"),  if the Company determines,  in its reasonable business
     judgment,  that the disclosure  required in connection  with the offers and
     sales of the  Registrable  Shares  could  materially  damage the  Company's
     ability to successfully complete an acquisition,  corporate reorganization,
     securities  offering  or  other  voluntary  transaction  undertaken  by the
     Company (which information the Company would not be required to disclose at
     such time other than in connection with Investors'  registration statement)
     that is material to the Company and its subsidiaries  taken as a whole. The
     time period for which Investors must discontinue  offers or sales of shares
     pursuant  to a  Blackout  Notice  shall  be  for  any  period  the  Company
     reasonably  believes  is  necessary,  and if,  the  Company  is  unable  to
     determine  the duration of such period at the time the  Blackout  Notice is
     issued,  the Blackout  Notice may state that the period  extends "until the
     Investor is otherwise notified by the Company";  provided that the Blackout
     Notice may not exceed more than one hundred eighty (180)  consecutive  days
     within any period of three hundred  sixty-five (365)  consecutive days. The
     Blackout Notice shall be signed by an authorized officer of the Company and
     shall certify the Company's  determination.  Each Investor agrees that upon
     receipt  of a  Blackout  Notice  he shall  discontinue  offers  or sales of
     Registrable  Shares  pursuant to any such  registration  statement  for the
     period of time stated in the Blackout Notice.

          (g)  DISTRIBUTION  OF  REGISTRATION   STATEMENT.  In  connection  with
     Piggyback  Registration,  the Company shall  promptly  furnish to Investors
     such number of copies of the  registration  statement and of each amendment
     and  supplement  thereto  (in each  case,  including  all  exhibits),  such
     reasonable   number  of  copies  of  each  prospectus   contained  in  such
     registration  statement and each supplement or amendment thereto (including
     each   preliminary   prospectus),   all  of  which  shall  conform  to  the
     requirements   of  the  Securities  Act  and  the  rules  and   regulations
     thereunder,  and such other documents,  as Investors may reasonably request
     to facilitate the  disposition of the  Registrable  Shares included in such
     registration.

          (h) NOTIFICATION OF EFFECTIVENESS.  The Company shall notify Investors
     promptly  when  such  registration  statement  has  become  effective  or a
     supplement to any prospectus forming a part of such registration  statement
     has been filed.

          (i) OTHER  NOTIFICATIONS.  The Company shall promptly notify Investors
     at any time when the prospectus included in the Piggyback Registration,  as
     then in effect,  would  include an untrue  statement of a material  fact or
     omit to state any material fact required to be stated  therein or necessary
     to  make  the  statements  therein  not  misleading  in  the  light  of the
     circumstances  then existing,  and at the  reasonable  request of Investors
     prepare and furnish to it such  number of copies of a  supplement  to or an
     amendment of such prospectus as may be

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     necessary  so that,  as  thereafter  delivered  to the  purchasers  of such
     Registrable  Shares,  such prospectus shall not include an untrue statement
     of a material  fact or omit to state a material  fact required to be stated
     therein or necessary to make the  statements  therein not misleading in the
     light of the circumstances under which they were made.

          (j)  INDEMNIFICATION  BY COMPANY.  Subject to the conditions set forth
     below, the Company agrees to indemnify and hold harmless Investors from and
     against any and all loss,  liability,  charge,  claim,  damage, and expense
     whatsoever (which shall include, for all purposes of this SECTION 1(J), but
     not be limited to,  reasonable  attorneys'  fees and any and all reasonable
     expenses  whatsoever  incurred in  investigating,  preparing,  or defending
     against any litigation,  commenced or threatened,  or any claim whatsoever,
     and any and all amounts paid in settlement of any claim or litigation),  as
     and when  incurred,  arising out of, based upon, or in connection  with any
     untrue  statement or alleged untrue  statement of a material fact contained
     (A)  in  any  registration  statement,  preliminary  prospectus,  or  final
     prospectus  (as  from  time  to  time  amended  and  supplemented),  or any
     amendment  or  supplement  thereto,  relating  to  the  sale  of any of the
     Registrable  Shares  or  (B)  in  any  Application  or  other  document  or
     communication (in this SECTION 1(J)  collectively  called an "Application")
     executed by or on behalf of the Company and based upon written  information
     furnished by or on behalf of the Company filed in any jurisdiction in order
     to register or qualify any of the  Registrable  Shares under the Securities
     Act or blue sky laws thereof or filed with the Commission or any securities
     exchange;  or any  omission or alleged  omission  to state a material  fact
     required to be stated  therein or  necessary  to make the  statements  made
     therein not  misleading,  unless  such  statement  or omission  was made in
     reliance upon and in conformity with written  information  furnished to the
     Company by or on behalf of  Investors  for  inclusion  in any  registration
     statement, preliminary prospectus, or final prospectus, or any amendment or
     supplement thereto, or in any Application, as the case may be.

     If any action is brought  against  Investors in respect of which  indemnity
     may be sought  against the Company  pursuant  to the  foregoing  paragraph,
     Investors  shall promptly  notify the Company in writing of the institution
     of such action (the failure to notify the Company within a reasonable  time
     of the  commencement of any such action,  to the extent  prejudicial to the
     Company's  ability to defend  such  action,  shall  relieve  the Company of
     liability to Investors  pursuant to this SECTION 1(J) and the Company shall
     promptly  assume the defense of such action,  including  the  employment of
     counsel,  provided that Investors shall have the right to employ his or her
     own counsel in any such case,  but the fees and  expenses  of such  counsel
     shall be at the expense of Investors  unless the employment of such counsel
     shall have been authorized in writing by the Company in connection with the
     defense of such action or Investors  shall have  reasonably  concluded that
     there may be one or more legal  defenses  available to him or her which are
     different from or additional to those  available to the Company,  in any of
     which events such fees and  expenses  shall be borne by the Company and the
     Company  shall not have the right to direct the  defense of such  action on
     behalf of Investors.  Notwithstanding  anything in this SECTION 1(J) to the
     contrary,  the Company  shall not be liable for any  settlement of any such
     claim or action  effected  without its written  consent.  The Company shall
     not,  without the prior written consent of Investors,  settle or compromise
     any  action,  or permit a default or consent to the entry of judgment in or
     otherwise seek to terminate any pending or threatened action, in respective
     of which

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     indemnity  may be sought  hereunder,  unless such  settlement,  compromise,
     consent, or termination includes an unconditional release of Investors from
     all  liability in respect of such action.  The Company  agrees  promptly to
     notify  Investors of the  commencement  of any  litigation  or  proceedings
     against the Company or any of its officers or directors in connection  with
     the  sale  of  any  Registrable  Shares  or  any  preliminary   prospectus,
     prospectus,  registration statement, or amendment or supplement thereto, or
     any Application relating to any sale of any Registrable Shares.

          (k)  INDEMNIFICATION BY INVESTORS.  Each Investor,  severally and with
     respect to himself only, agrees to indemnify and hold harmless the Company,
     each  director of the  Company,  each officer of the Company who shall have
     signed any  registration  statement  covering  Registrable  Shares  held by
     Investor, to the same extent as the foregoing indemnity from the Company to
     Investor in SECTION 1(J), but only with respect to statements or omissions,
     if any, made in any  registration  statement,  preliminary  prospectus,  or
     final  prospectus (as from time to time amended and  supplemented),  or any
     amendment or supplement  thereto,  or in any Application,  in reliance upon
     and in conformity  with written  information  furnished to the Company with
     respect to Investor by or on behalf of Investor,  for inclusion in any such
     registration statement, preliminary prospectus, or final prospectus, or any
     amendment or supplement thereto, or in any Application, as the case may be.
     If any action  shall be brought  against the Company or any other person so
     indemnified   based  on  any  such  registration   statement,   preliminary
     prospectus,  or final prospectus or any amendment or supplement thereto, or
     in any Application, and in respect of which indemnity may be sought against
     Investor pursuant to this SECTION 1(K),  Investor shall have the rights and
     duties  given to the  Company,  and the  Company  and each other  person so
     indemnified  shall have the rights and  duties  given to  Investor,  by the
     provisions of SECTION 1(J).

          (l) TERMINATION OF REGISTRATION RIGHTS. This Agreement shall terminate
     on the date that all Registrable Shares have been distributed to the public
     pursuant to an offering  registered under the Securities Act or sold to the
     public through a broker, dealer or market maker in compliance with Rule 144
     under the Securities Act (or any similar rule then in force).

     2.   DEFINITIONS.

          (a) "Person" means and includes any individual,  corporation,  a joint
     venture,  partnership,   association,  limited  liability  company,  trust,
     estate, or other entity.

          (b)  "Registrable  Shares"  means (i)  shares  of Common  Stock of the
     Company, par value, $0.00001 per share, issued upon conversion of the Class
     C Series 7 Voting  Preferred Stock issued to the Investors  pursuant to the
     Merger  Agreement,  (ii) those shares of Common  Stock of the Company,  par
     value  $0.00001,  issued to the  Investors  pursuant  to Section 1.7 of the
     Merger Agreement,  and (iii) any other Common Stock issued or issuable with
     respect  to the  securities  referred  to in clause (i) or (ii) by way of a
     stock  dividend  or stock  split or in  connection  with a  combination  of
     shares, recapitalization, merger, consolidation or other reorganization. As
     to any particular  Registrable  Shares,  such  securities  will cease to be
     Registrable  Shares when they have been  distributed to the public pursuant
     to an offering

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     registered under the Securities Act or sold to the public through a broker,
     dealer or market maker in compliance with Rule 144 under the Securities Act
     (or any similar  rule then in force).  For  purposes of this  Agreement,  a
     Person will be deemed to be a holder of  Registrable  Shares  whenever such
     Person has the right to acquire  directly or  indirectly  such  Registrable
     Shares  (upon  conversion  or  exercise  in  connection  with a transfer of
     securities or otherwise,  but  disregarding any restrictions or limitations
     upon the  exercise  of such  right),  whether or not such  acquisition  has
     actually been effected.

          (c) Unless otherwise stated,  other capitalized terms contained herein
     have the meanings set forth in the Merger Agreement.

     3.  LOCK - UP.  Each  Investor  hereby  agrees  that  with  respect  to the
following portions of the Registrable  Shares and for the corresponding  periods
following the date of this Agreement,  the Investor will not,  without the prior
written consent of the Company, directly or indirectly:  (i) issue, offer, agree
to offer to sell, grant an option for the purchase or sale of, transfer, pledge,
assign,  hypothecate,  distribute  or  otherwise  encumber  or  dispose  of  any
Registrable  Shares  (whether  pursuant  to Rule 144 of the  General  Rules  and
Regulations under the Securities Act of 1933, as amended,  or otherwise) or (ii)
enter into any swap or other derivatives  transaction that transfers to another,
in whole or in part,  any of the economic  benefits or risks of ownership of the
Registrable Shares:

          (a) With  respect to 10% of the  Registrable  Shares,  for a period of
     twelve months;

          (b) With  respect to 40% of the  Registrable  Shares,  for a period of
     eighteen months; and

          (c) With  respect to 50% of the  Registrable  Shares,  for a period of
     twenty four months.

     Notwithstanding  the  foregoing,   if  applicable  to  the  Investor,  this
     PARAGRAPH 3 shall not  prohibit:  (a) a bona fide gift or gifts of all or a
     portion of the  Registrable  Units,  provided  that the  Investor  provides
     written notice of such gifts to the Company and the donee or donees thereof
     agree in writing to be bound by the terms and conditions of this Agreement;
     (b)   transfers   upon  the  death  of  the  Investor  to  his   executors,
     administrators,  testamentary  trustees,  legatees or beneficiaries and (c)
     transfers  made  by  the  Investor  to  a  trust  or   custodianship,   the
     beneficiaries  of which  include the  Investor,  his spouse or  descendants
     (biological or adoptive); provided that the transferee or transferees agree
     in writing to be bound by the terms and  conditions of this  Agreement.  In
     furtherance of the foregoing, the Company and its transfer agent are hereby
     authorized  to decline to make any  transfer of the  Registrable  Shares if
     such  transfer  would,  or could be  reasonably  expected to,  constitute a
     violation or breach of this Agreement.

     4.   MISCELLANEOUS.

          (a) ADJUSTMENTS  AFFECTING  REGISTRABLE  SHARES.  The Company will not
     take any  action,  or  permit  any  change to occur,  with  respect  to its
     securities which would materially

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     and adversely  affect the ability of the holders of  Registrable  Shares to
     include such Registrable  Shares in a registration  undertaken  pursuant to
     this  Agreement  or  which  would   materially  and  adversely  affect  the
     marketability  of  such  Registrable   Shares  in  any  such   registration
     (including, without limitation, effecting a stock split or a combination of
     shares).

          (b)  REMEDIES.  Any Person  having  rights under any provision of this
     Agreement will be entitled to enforce such rights  specifically  to recover
     damages  caused by reason of any breach of any provision of this  Agreement
     and to exercise all other rights  granted by law. The parties  hereto agree
     and  acknowledge  that money damages may not be an adequate  remedy for any
     breach of the  provisions  of this  Agreement and that any party may in its
     sole  discretion  apply  to  any  court  of  law  or  equity  of  competent
     jurisdiction  (without  posting any bond or other  security)  for  specific
     performance and for other injunctive  relief in order to enforce or prevent
     violation of the provisions of this Agreement.

          (c) AMENDMENTS AND WAIVERS.  Except as otherwise  provided herein, the
     provisions  of this  Agreement may be amended or waived only upon the prior
     written consent of the Company and Investor.

          (d)  SUCCESSORS  AND ASSIGNS.  All  covenants  and  agreements in this
     Agreement by or on behalf of any of the parties  hereto will bind and inure
     to the benefit of the respective  successors  and permitted  assigns of the
     parties hereto whether so expressed or not.

          (e) SEVERABILITY.  Whenever possible, each provision of this Agreement
     will be  interpreted  in such  manner as to be  effective  and valid  under
     applicable  law,  but if any  provision  of  this  Agreement  is held to be
     prohibited  by or invalid under  applicable  law,  such  provision  will be
     ineffective only to the extent of such  prohibition or invalidity,  without
     invalidating the remainder of this Agreement.

          (f) COUNTERPARTS. This Agreement may be executed simultaneously in two
     or more  counterparts,  any one of which need not contain the signatures of
     more  than  one  party,  but all  such  counterparts  taken  together  will
     constitute one and the same Agreement.

          (g) DESCRIPTIVE  HEADINGS.  The descriptive headings of this Agreement
     are  inserted  for  convenience  only and do not  constitute a part of this
     Agreement.

          (h)  GOVERNING  LAW. The  corporate  law of the State of Delaware will
     govern all issues  concerning  the  relative  rights of the Company and its
     stockholders. All other questions concerning the construction, validity and
     interpretation  of this  Agreement  and the exhibits and  schedules  hereto
     shall be governed by the  internal  law, and not the law of  conflicts,  of
     Delaware.

          (i) NOTICES. All notices,  demands or other communications to be given
     or delivered  under or by reason of the provisions of this Agreement  shall
     be in  writing  and  shall be  deemed to have  been  given  when  delivered
     personally to the  recipient,  sent to the  recipient by reputable  express
     courier service (charges prepaid) or mailed to the recipient by certified

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     or registered  mail,  return receipt  requested and postage  prepaid.  Such
     notices,  demands  and  other  communications  will be sent to the  address
     indicated below:

          (i)  if to the Company

               Xechem International, Inc.
               100 Jersey Avenue
               Building B Suite 310
               New Brunswick, NJ  08901
               Attn: William Pursley
               Phone:  732-247-3300
               Fax:  732-247-4090

               with a copy to:

               Shefsky & Froelich Ltd.
               444 North Michigan Avenue
               Suite 2500
               Chicago, Illinois 60611
               Attn:  Mitchell D Goldsmith
               Phone:  (312) 836-4006
               Fax:  (312) 527-5921

          (ii) if to an Investor:

               to the address listed on the Company's stockholder records

               with a copy to:

               Lampf, Lipkind, Prupis & Petigrow.
               210 East 49th Street
               New York, New York 10017
               Attn:  Harvey Kesner
               Phone:  212-527-9974
               Fax:  212-527-9976

     or such other  addresses  or to the  attention  of such other person as the
     recipient party has specified by prior written notice to the sending party.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                        THE COMPANY:

                                        XECHEM INTERNATIONAL, INC., a
                                        Delaware corporation

                                        By:
                                              ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Its:
                                              ----------------------------------


                                        INVESTOR:


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