EXHIBIT 10.2

                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                    CLASS C, SERIES 7 VOTING PREFERRED STOCK
                                       OF
                           XECHEM INTERNATIONAL, INC.

<PAGE>

                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                    CLASS C, SERIES 7 VOTING PREFERRED STOCK
                                       OF
                           XECHEM INTERNATIONAL, INC.

                             A DELAWARE CORPORATION

                         PURSUANT TO SECTION 151 OF THE
                            DELAWARE CORPORATION LAW

     1.   AUTHORIZING RESOLUTION.

     Xechem International,  Inc., a corporation organized and existing under the
laws of the  State  of  Delaware  (the  "Company"),  hereby  certifies  that the
following  resolutions  were duly  adopted on December  22, 2003 by the Board of
Directors of the Company  pursuant to the authority of the Board of Directors as
required by Section 151 of the Delaware General Corporation Law:

     RESOLVED,  that pursuant to the authority granted to the Board of Directors
in accordance with the provisions of the Company's Certificate of Incorporation,
as amended,  the Board of Directors hereby  authorizes a series of the Company's
previously authorized Class C Preferred Stock, $0.00001 par value per share (the
"Class C Preferred  Stock" or the  "Preferred C Shares"),  and hereby states the
designation and number of shares,  and fixes the relative  rights,  preferences,
privileges and restrictions thereof as follows:

     2.   DESIGNATIONS  AND NUMBERS OF SHARES.  The  designation of this series,
which  consists  of 6,000  shares of Class C  Preferred  Stock,  is the "Class C
Series 7 Voting  Preferred  Stock"  (hereinafter  called the "Series 7 Preferred
Stock")")  and the face amount shall be One  Thousand  Dollars  ($1,000.00)  per
share (the "Stated Value"). .

     3.   DIVIDENDS.  The holders of shares of Series 7 Preferred Stock (each, a
"Holder" and collectively, the "Holders") shall be entitled to receive dividends
("Dividends") on the Series 7 Preferred Stock, at the rate paid on the Company's
common  stock,  $0.00001  par value per share  (the  "Common  Shares" or "Common
Stock"),  whenever  funds are legally  available and when and as declared by the
Company's Board of Directors

     4.   PRIORITY.

          4.1  PAYMENT OF DISSOLUTION,  ETC. Upon the occurrence and continuance
of  (i)  any  insolvency  or  bankruptcy   proceedings,   or  any  receivership,
liquidation,   reorganization   or  other  similar   proceedings  in  connection
therewith, commenced by the Company or by its creditors, as such, or relating to
its assets,  not stayed or dismissed  within sixty (60) days after the filing or
initiation of the  proceedings,  or (ii) the  dissolution or other winding up of
the Company  whether  total or partial,  whether  voluntary or  involuntary  and
whether or not  involving  insolvency or  bankruptcy  proceedings,  or (iii) any
assignment for the benefit of creditors or any marshaling of the material assets
or material liabilities of the Company (a "Liquidation  Event"), no distribution
shall be made to the holders of any shares of capital stock (other than Parity

<PAGE>

Securities or Senior  Securities (as defined below)) of the Company unless prior
thereto each Holder shall have received the  Liquidation  Preference (as defined
below) with  respect to each share of Series 7 Preferred  Stock then held by the
Holder.  Neither  the  consolidation  or merger of the  Company  (regardless  of
whether  the  shareholders  of the  Company  prior  to such  transaction  do not
possess,  immediately  following such  transaction,  securities  representing at
least 50% of the  voting  power of the  surviving  entity),  or a sale of all or
substantially  all of the  Company's  assets for cash or securities or any other
property, shall be considered a liquidation.

     In the event that upon the  occurrence of a Liquidation  Event,  the assets
available for distribution to the Holders of the Series 7 Preferred Stock and to
the holders of the Parity  Securities (as defined below) are insufficient to pay
the  Liquidation  Preference  with respect to all of the  outstanding  shares of
Series 7 Preferred  Stock and of the Parity  Securities,  such  assets  shall be
distributed  ratably  among  such  shares in  proportion  to the ratio  that the
liquidation  preference  payable  on each  such  share  bears  to the  aggregate
liquidation preference payable on all such shares. "Parity Securities" means any
Class C  Preferred  Stock of any series  which  shall,  if the  amounts  payable
thereon in  liquidation  are not paid in full, be entitled to share ratably with
the Series 7 Preferred Stock in any distribution of assets.  "Junior Securities"
means the Common  Shares,  the Series 6 Preferred  Stock,  and the shares of any
other class or series of equity securities of the Company which (by the terms of
the Certificate of Incorporation or of the instrument by which the Board, acting
pursuant to authority  granted in the Certificate of  Incorporation,  as amended
from time to time,  shall fix the relative  rights,  preferences and limitations
thereof) shall be  subordinated or junior to the rights of the holders of Series
7 Preferred Stock upon a Liquidation Event.  "Senior  Securities" shall mean the
Class A Voting  Preferred  Stock of the  Company and any  subsequent  classes or
series of preferred stock of the Company with liquidation  preferences  superior
to the Series 7 Preferred Stock Liquidation Preference.

          4.2  LIQUIDATION PREFERENCE. The "Liquidation Preference" with respect
to a share of Series 7 Preferred  Stock shall mean an amount equal to the Stated
Value of such share plus all accrued and unpaid Dividends thereon.

          4.3  RANKING.  The Series 7 Preferred  Stock will rank with respect to
rights upon a Liquidation Event,  senior to Junior Securities,  as they exist on
the date  hereof or as the Junior  Securities  may be  constituted  from time to
time;  on a parity  with  Parity  Securities  as the  Parity  Securities  may be
constituted  from time to time,  and  junior to the Senior  Securities,  as they
exist on the date hereof or as the Senior  Securities  may be  constituted  from
time to time.  The  Board of  Directors  in its sole  discretion  may  designate
subsequent  series of Class C Preferred Stock to be senior,  junior or in parity
with the Series 7 Preferred Stock.

     5.   Conversion.

          5.1  RIGHT  TO  CONVERT.  Subject  to  the  limitations  contained  in
Sections  5.7 and 5.9 below,  each Holder shall have the right to convert at any
time and from time to time,  some or all of its  shares  of  Series 7  Preferred
Stock into the number of fully-paid and non-assessable  Common Shares,  free and
clear of any liens,  claims,  preemptive  rights or  encumbrances  imposed by or
through the Company (the "Conversion Shares"), as is computed in accordance with
the terms hereof (a "Conversion").

<PAGE>

          5.2  RESERVATION  OF  COMMON  SHARES  ISSUABLE  UPON  CONVERSION.  The
Company shall at all times reserve and keep  available out of its authorized but
unissued Common Shares, free from any preemptive rights,  solely for the purpose
of  effecting  Conversions  hereunder,  the  number of its  Common  Shares  (the
"Reserved  Amount")  as shall  from time to time be  sufficient  to  effect  the
Conversion  of the Series 7  Preferred  Stock.  If the  Company  shall issue any
securities  or make any change in its capital  structure  which would change the
number of Conversion  Shares  deliverable upon the Conversion of the outstanding
shares of Series 7 Preferred Stock, the Company shall at the same time also make
proper provision so that thereafter there shall be a sufficient number of Common
Shares  authorized  and  reserved,  free  from any  preemptive  rights,  for the
Conversion.

          5.3  CONVERSION  NOTICE.  In  order  to  convert  shares  of  Series 7
Preferred  Stock,  or any portion  thereof,  the Holder  shall send by facsimile
transmission  (with a hard copy to follow by first class  mail) on the  business
day before the Holder wishes to effect a Conversion (the "Conversion Date"), (i)
a notice of conversion to the Company and to its designated  transfer  agent, if
any, for the Common Shares (the "Transfer  Agent")  stating the number of shares
of Series 7 Preferred  Stock to be converted,  the amount of Dividends  declared
but unpaid on the shares of Series 7 Preferred  Stock then held by the Holder up
to and including the  Conversion  Date,  the  applicable  Conversion  Rate and a
calculation  of the number of Common Shares  issuable upon the  Conversion  (the
"Conversion  Notice")  and  (ii)  a  copy  of the  certificate  or  certificates
representing  the Series 7 Preferred  Stock being  converted.  The Holder  shall
thereafter  send the original of the  certificate or  certificates  by overnight
mail to the  Company.  In the case of a  dispute  as to the  calculation  of the
Conversion  Rate or the number of Conversion  Shares issuable upon a Conversion,
the Company shall promptly  issue to the Holder the number of Conversion  Shares
that  are not  disputed  and  shall  submit  the  disputed  calculations  to its
independent  accountants within two (2) business days of receipt of the Holder's
Conversion  Notice.  The Company  shall cause its  accountants  to calculate the
Conversion  Rate as provided  herein and to notify the Company and the Holder of
the  results in writing no later than two  business  days  following  the day on
which it received the disputed calculations.  The accountants' calculation shall
be deemed conclusive absent manifest error. The fees of the accountants shall be
borne equally by the Company and the Holder delivering the Conversion Notice.

          5.4  NUMBER OF  CONVERSION  SHARES;  CONVERSION  RATE.  Subject to the
provisions  of  Section 6,  below,  each  share of Series 7  Preferred  Stock is
convertible,  pursuant to a Conversion, into duly and validly issued, fully paid
and  nonassessable  Common Shares at a rate of five thousand  (5,000)  shares of
Common Stock for each share of Series 7 Preferred  Stock,  subject to adjustment
as set forth below (this rate,  as adjusted from time to time,  the  "Conversion
Rate").

          5.5  DELIVERY OF COMMON SHARES UPON CONVERSION;  LEGEND.  Upon receipt
of a Conversion  Notice  pursuant to Section 5.3 above,  the Company  shall,  no
later than the close of  business  on the later to occur of (i) the third  (3rd)
business day following the Conversion  Date set forth in the  Conversion  Notice
and (ii) the business day following the day on which the original certificate or
certificates representing the shares of Series 7 Preferred Stock being converted
are received by the Company (the "Delivery  Date"),  issue and deliver or caused
to be  delivered  to the Holder the number of  Conversion  Shares as  determined
hereunder.  Each certificate  representing the Conversion  Shares shall bear the
following legend:

<PAGE>

          THE SHARES OF COMMON STOCK REPRESENTED BY THIS  CERTIFICATE:  HAVE NOT
          BEEN REGISTERED  UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS
          AND MAY NOT BE  SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF BY THE
          HOLDER EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT FILED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  WITH RESPECT THERETO OR
          IN  ACCORDANCE  WITH AN  OPINION  OF  COUNSEL  IN FORM  AND  SUBSTANCE
          SATISFACTORY  TO THE ISSUER THAT AN EXEMPTION  FROM SUCH  REGISTRATION
          AND FROM ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.

          5.6  NO FRACTIONAL SHARES. No fractional Common Shares shall be issued
upon the Conversion of any Series 7 Preferred  Stock.  Upon any  Conversion,  in
lieu of any  fractional  Share  otherwise  issuable in respect of the  aggregate
number of Series 7 Preferred Stock of any Holder that are converted,  the Holder
shall be entitled to receive an amount in cash  (computed  to the nearest  cent,
with one-half  cent rounded  upward) equal to the same fraction of closing price
of a share of Common  Stock on the OTC  Bulletin  Board (or, if the OTC Bulletin
Board should not be principal  market on which the Common Stock shall be trading
or quoted,  then on the then current principal market, or if there is no market,
as  conclusively  determined by the Company's Board of Directors in its sole and
absolute  good faith  discretion).  If more than one share of Series 7 Preferred
Stock is surrendered  for Conversion at one time by or for the same Holder,  the
number of full Common Shares issuable upon Conversion  thereof shall be computed
on the basis of the  aggregate  number of  shares  of Series 7  Preferred  Stock
surrendered.

          5.7  CERTIFICATE  AS TO  ADJUSTMENTS.  Upon  the  occurrence  of  each
adjustment or  readjustment  of the Conversion Rate with respect to the Series 7
Preferred Stock pursuant to this Section 5, the Company,  at its expense,  shall
compute such  adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each  holder of Series 7  Preferred  Stock a  certificate
setting forth such  adjustment or  readjustment  and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written  request at any time of any Holder,  furnish or cause to be furnished to
such  Holder  a  like   certificate   setting  forth  (a)such   adjustment   and
readjustment,  (b)the  Conversion  Rate,  and (c)the  number of shares of Common
Stock and the  amount,  if any,  of other  property  which at the time  would be
received upon the conversion of a share of Series 7 Preferred Stock.

          5.8  MANDATORY CONVERSION.  Upon the declaration of effectiveness of a
firm commitment  public offering of the Company's Common Stock for $5,000,000 or
more at a post  money  valuation  of not less  than  $10,000,000,  the  Series 7
Preferred Stock shall  automatically  convert into Common Shares of the Company,
in accordance with the terms of Section 5 and Section 6 hereof.

          5.9  LIMITATION  OF  CONVERSION.  Notwithstanding  the  rights  of the
Holders to convert the Series 7 Preferred  Stock into shares of Common  Stock as
determined by the Conversion Rate and the other terms hereunder, no Holder shall
have the right to convert such

<PAGE>

Holder's  shares of Series 7  Preferred  Stock into  shares of Common  Stock if,
immediately  after giving effect to such conversion,  such Holder will be deemed
to be the  beneficial  owner of 5% or more of the  outstanding  shares of Common
Stock of the Company,  as determined  pursuant to Rule 13(d)-3 of the Securities
and Exchange Act of 1934 as amended.

     6.   Adjustments to Conversion Rate.

          6.1  ADJUSTMENT.  From and after the date hereof,  the Conversion Rate
is subject to  adjustment  from time to time as provided  below in this  Section
6.1.

               (i)  If the Company sets a  "Determination  Date" (as hereinafter
          defined)  with respect to the payment of, or the making of, a dividend
          or other distribution in Common Shares or other equity securities,  or
          any   indebtedness  or  other   securities   convertible  into  equity
          securities,  with  respect  to  its  Common  Shares  or  other  equity
          securities,  or any indebtedness or other securities  convertible into
          equity securities  (including by way of reclassification of any of its
          Common Shares), the Conversion Rate in effect on the day following the
          Determination  Date shall be increased by  multiplying  the Conversion
          Rate in effect on the Determination Date by a fraction,  the numerator
          of which shall be:

                    (1)  the sum of the number of Common Shares  outstanding  on
               the  Determination  Date,  immediately  prior to the  dividend or
               other  distribution,  plus the total number of Common  Shares (or
               the number of Commons  Shares into which such  securities  may be
               converted), constituting the dividend or other distribution;

and the denominator of which shall be:

                    (2)  the  number  of  Common  Shares   outstanding   on  the
               Determination   Date,   excluding   effect  of  the  dividend  or
               distribution.

               (ii) If outstanding  Common Shares are subdivided or split into a
          greater number of Common  Shares,  or combined into a lesser number of
          Common Shares, pursuant to a stock dividend, stock split or otherwise,
          the  Conversion  Rate in effect  on the day  following  such  split or
          combination shall be increased in the case of a split, or decreased in
          the case of a  combination,  by  multiplying  the  Conversion  Rate in
          effect  on the date of the split or  combination  by a  fraction,  the
          numerator of which shall be:

                    (1)  the sum of the  number  of  Common  Shares  outstanding
               immediately after the split or combination;

and the denominator of which shall be:

<PAGE>

                    (2)  the  number of Common  Shares  outstanding  immediately
               prior to the split or  combination,  excluding the effect of such
               split or combination.

               (iii)For the  purposes  of this  Section  6, the number of Common
          Shares at any time  outstanding  (i) shall  include,  in  addition  to
          outstanding  Common Shares, the number of Common Shares into which the
          Series  7  Preferred  Stock,  or  any of the  Company's  other  equity
          securities,  convertible  indebtedness or other securities convertible
          into Common  Shares  (specifically  excluded  from  Common  Shares are
          warrants  or  options to acquire  Common  Shares);  and (ii) shall not
          include  treasury  shares.  For the  purposes  of this  Section 6, the
          number  of  Common   Shares   constituting   the   dividend  or  other
          distribution shall include,  if applicable,  Common Shares represented
          by cash issued in lieu of fractional  Common  Shares.  The increase in
          the  Conversion  Rate will become  effective on the day  following the
          Determination  Date. The  "Determination  Date" means, with respect to
          any   dividend  or  other   distribution,   the  date  fixed  for  the
          determination  of  the  holders  of  Common  Shares  or  other  equity
          securities  of  the  Company  entitled  to  receive  the  dividend  or
          distribution

               (iv) All adjustments to the Conversion Rate will be calculated to
          the nearest 1/100th of a Common Share. No adjustment in the Conversion
          Rate will be required unless the adjustment  would require an increase
          or decrease of at least one percent in the Conversion Rate;  provided,
          however,  that any adjustments which by reason of this Section 6.1(iv)
          are not  required  to be made shall be carried  forward and taken into
          account  in  any  subsequent   adjustment.   All  adjustments  to  the
          Conversion Rate shall be made successively.

          6.2  ADJUSTMENT FOR  REORGANIZATION,  CONSOLIDATION,  MERGER,  SALE OF
ASSETS.   If  there  shall  occur  any  (i)   capital   reorganization   or  any
reclassification of the Common Shares or other equity securities of the Company,
(ii)  the  consolidation  or  merger  of  the  Company,  or a  sale  of  all  or
substantially  all of the  Company's  assets for cash or securities or any other
property,  (each,  an  "Organic  Change"),  each  outstanding  share of Series 7
Preferred  Stock shall  thereafter be  convertible  into the number of shares or
other  securities  or property to which a holder of the number of Common  Shares
deliverable upon conversion of each share of Series 7 Preferred Stock would have
been entitled upon the Organic Change.  Appropriate adjustment (as determined by
the Company and the holders of a majority of the outstanding  Shares of Series 7
Preferred Stock) shall be made in the application of the provisions  hereof with
respect to the rights of the Holders so that the provisions  hereof  (including,
without limitation,  provisions with respect to changes in and other adjustments
of the Conversion Rate) shall thereafter be applicable,  as nearly as reasonably
practicable,  in relation to any shares or other property thereafter deliverable
upon the conversion of the Series 7 Preferred Stock.

     7.   VOTING. Except as otherwise provided by law, the Holders of the Series
7 Preferred  Stock and the holders of Common  Shares  shall vote as one class in
any and all matters with respect to which  holders of Common  Shares have voting
or consent rights. Each share of

<PAGE>

Series 7 Preferred  Stock shall be entitled to cast the number of votes equal to
the number of Conversion  Shares into which a share of Series 7 Preferred  Stock
is then  convertible;  provided,  however,  that any fraction of a vote shall be
rounded  up or  down,  as the  case  may be,  to the  nearest  whole  vote.  The
Conversion  Rate  to be used in  connection  with  the  foregoing  shall  be the
Conversion Rate in effect on the date fixed for the  determination of holders of
Common Shares entitled to vote on the matter.

     8.   HOLDERS;  NOTICES. The term "Holder" or "Holders" wherever used herein
with respect to a holder or holders of shares of Series 7 Preferred  Stock shall
mean the holder or  holders  of record of such  shares as set forth on the stock
transfer  record of the  Company.  Whenever  any notice is  required to be given
under this Certificate of  Designations,  such notice may be given personally or
by mail.  Any notice given to a Holder of any share of Series 7 Preferred  Stock
shall be  sufficient  if given to the holder of record of such share at the last
address  set  forth  for  such  holder  on  the  stock  transfer  record  of the
Corporation.  Any  notice  given by mail shall be deemed to have been given when
deposited  in  the  United  States  mail  with  postage  thereon  prepaid.   The
Corporation  shall send to the holders of the Series 7 Preferred Stock copies of
any  notices,  statements,  or other  communications  sent to the holders of the
Common  Stock and of the  setting of a record date for the holders of the Common
Stock for any purpose.

     9.   NO IMPAIRMENT.  Subject to the terms of Section 10 below,  the Company
will not, by amendment of its  Certificate  of  Incorporation,  avoid or seek to
avoid  the  observance  or  performance  of any of the terms to be  observed  or
performed  hereunder by the Company,  but will at all times in good faith assist
in the carrying out of all the provisions of this Certificate of Designation and
in the taking of all such action as may be necessary or  appropriate in order to
protect  the  rights of the  holders  of the Series 7  Preferred  Stock  against
impairment.

     10.  AMENDMENT.  This  Certificate may only be amended from time to time by
written  consent of the  Company and the Holders of a majority of the issued and
outstanding shares of Series 7 Preferred Stock.

     IN WITNESS WHEREOF, Xechem International,  Inc. has caused this Certificate
of  Designation,  Preferences,  and  Rights  of the  Class  C,  Series  7 Voting
Preferred  Stock to be executed by its duly  authorized  officer  this __ day of
January, 2004 .

                                        XECHEM INTERNATIONAL, INC.

                                        By:/s/ William Pursley
                                           --------------------
                                           President

<PAGE>