EXHIBIT 14

                                 CODE OF ETHICS

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                                 CODE OF ETHICS

      The Chief Executive Officer, Chief Operating Officer, Principal Financial
Officer, Principal Accounting Officer and Controller (together, the "Officers")
of Xechem International, Inc. (the "Company") have an obligation to the Company,
its stockholders and the public investor community to maintain the highest
standards of honest and ethical conduct. In recognition of this obligation, the
Officers have adopted the following standards of ethical conduct. Adherence to
these standards is integral to achieving the objectives of the Company and its
stockholders. None of the Officers shall commit acts contrary to these standards
nor shall they condone the commission of such acts by advisors, agents or others
engaged by the Company.

                                   Competence

The Officers have a responsibility to:

      o     Maintain an appropriate level of professional competence by
            continuing development of their knowledge and skills.

      o     Perform their professional duties in accordance with relevant laws,
            regulations, and technical standards.

      o     Prepare full, fair, accurate, timely and understandable financial
            statements, reports and recommendations after appropriate analyses
            of relevant and reliable information.

                                 Confidentiality

The Officers have a responsibility to protect the Company by:

      o     Refraining from disclosing to others confidential information
            acquired in the course of their work except when authorized to do
            so.

      o     Refraining from using or appearing to use confidential information
            acquired in the course of their work for unethical or illegal
            advantage either personally or through third parties.

                                    Legality

The Officers have a responsibility to:

      o     Comply with rules and regulations of federal, state and local
            governments, and appropriate private and public regulatory agencies
            or organizations.

      o     Act in good faith, responsibly, without misrepresenting material
            facts or allowing their independent judgment to be compromised.

      o     Avoid actual or apparent conflicts of interest between personal and
            Company-related relationships and advise the Audit Committee of any
            prospective or existing potential conflict.


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      o     Refrain from engaging in any activity that would prejudice their
            ability to carry out their duties ethically.

      o     Refuse any gift, favor, or hospitality that would influence or would
            appear to influence their actions.

      o     Refrain from engaging in or supporting any activity that would
            discredit the Company.

      o     In any dealings with a government official, supplier, or other
            person or entity, the Officers shall not request, accept, or offer
            to give any significant thing of value, the purpose or result of
            which could be to influence the bona fide business relations between
            the Company and such persons or entities.

                        Integrity of Financial Statements

The Officers shall assure that:

      o     No funds or assets of the Company shall be used for any purpose that
            would be in violation of any applicable law or regulation.

      o     No contributions shall be made by or on behalf of the Company to any
            political candidate, party, or campaign either within or without the
            United States.

      o     No fund or asset of the Company shall be established or maintained
            that is not reflected on the books and records of the Company.

      o     No false, artificial, or misleading entries in the books and records
            of the Company shall be made.

      o     No transaction shall be effected and no payment shall be made by or
            on behalf of the Company with the intention or understanding that
            the transaction or payment is other than as described in the
            documentation evidencing the transaction or supporting the payment.

                              Prohibition of Loans

      o     No Officer shall request or accept a loan or advance from the
            Company.

The Officers of the Company shall be responsible for the enforcement of the
policies set forth in this Code of Ethics. Should any information or knowledge
regarding any transaction or activity prohibited by this Code of Ethics come to
the attention of an Officer, it shall promptly be reported to the Audit
Committee of the Company. The Officers will be required on an annual basis to
certify their compliance with this Code of Ethics.