Exhibit 10.1

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting Agreement") made as of March 25,
2002 by and between  Peter  Benz,  543  Virginia  Street,  San Mateo,  CA 94402,
("Consultant") and XECHEM International Inc. located at 100 Jersey Ave. E., Bldg
B, Ste. 310, New Brunswick, NJ, 08901 (the "Company").

                                   WITNESSETH

     WHEREAS,  the Company  requires  and will  continue  to require  consulting
services relating to management,  strategic planning and marketing in connection
with its business; and

     WHEREAS,  Consultant  can provide the Company with  strategic  planning and
marketing  consulting  services and is desirous of performing  such services for
the Company; and

     WHEREAS,   the  Company  wishes  to  induce  Consultant  to  provide  these
consulting services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

     1.   APPOINTMENT.
          -----------

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

     2.   TERM.
          ----

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall terminate twelve months thereof, unless extended as agreed
to between the parties.

     3.   SERVICES.
          --------

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
strategic planning,  corporate organization and structure,  financial matters in
connection  with the operation of the  businesses  of the Company,  expansion of
services,  acquisitions and business opportunities,  and shall review and advise
the Company  regarding its overall  progress,  needs and  condition.  Consultant
agrees to provide on a timely basis the following  enumerated  services plus any
additional services contemplated thereby:

          (a) The implementation of short-range and long-term strategic planning
to fully  develop and enhance the  Company's  assets,  resources,  products  and
services;

          (b) The implementation of a marketing program to enable the Company to
broaden the markets  for its  services  and promote the image of the Company and
its products and services;

          (c) Advise the Company  relative to the  recruitment and employment of
key executives consistent with the expansion of operations of the Company; and

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          (d)  The  identification,  evaluation,  structuring,  negotiating  and
closing of joint ventures, strategic alliances, business acquisitions and advice
with regard to the ongoing  managing  and  operating of such  acquisitions  upon
consummation thereof.

          (e) Nothing in this  Agreement  shall be in any way demand,  entice or
require  Consultant to  circumvent or violate the  provisions of Form S-8 of the
Securities Act of 1922, 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.

     4.   DUTIES OF THE COMPANY.
          ---------------------

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

     5.   COMPENSATION.
          ------------

     The  Company  will  immediately  grant  Consultant  the option to  purchase
16,000,000 shares of the Company's Common Stock from time to time in whole or in
part,  with an exercise  price at $.006 per share,  which option shall expire on
March  24,  2003 at 5:00 P.M.  P.S.T.  Consultant  in  providing  the  foregoing
services,  shall not be  responsible  for any  out-of-pocket  costs,  including,
without  limitation,  travel,  lodging,  telephone,  postage and Federal Express
charges.

     6.   REPRESENTATION AND INDEMNIFICATION.
          ----------------------------------

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

     7.   MISCELLANEOUS.
          -------------

     MODIFICATION: This Consulting Agreement sets forth the entire understanding
of the  Parties  with  respect to the subject  matter  hereof.  This  Consulting
Agreement may be amended only in writing signed by both Parties.

     NOTICES: Any notice required or permitted to be given hereunder shall be in
writing and shall be mailed or  otherwise  delivered  in person or by  facsimile
transmission  at the  address  of such  Party set forth  above or to such  other
address or  facsimile  telephone  number,  as the Party shall have  furnished in
writing to the other Party.

     WAIVER:  Any waiver by either  Party of a breach of any  provision  of this
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other breach of that  provision or of any breach of any other  provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term of this  Consulting  Agreement  on one or more  occasions  will not be
considered a waiver or deprive

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that Party of the right  thereafter to insist upon adherence to that term of any
other term of this Consulting Agreement.

     SEVERABILITY:  If any  provision of this  Consulting  Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect,  and if any provision is inapplicable to any person or  circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.

     DISAGREEMENTS:  Any dispute or other  disagreement  arising  from or out of
this Consulting  Agreement shall be submitted to arbitration  under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having  jurisdiction  thereof.  Arbitration shall occur
only in New York, N.Y. The  interpretation and the enforcement of this Agreement
shall be  governed by New York law as applied to  residents  of the State of New
York  relating to contracts  executed in and to be performed  solely  within the
State of New York. In the event any dispute is arbitrated,  the prevailing Party
(as  determined  by the  arbiter(s))  shall be entitled to recover  that Party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Xechem International Inc.                    CONSULTANT

/s/ Dr. Ramesh C. Pandey                     /s/ Peter Benz
---------------------------                  --------------
Dr. Ramesh C. Pandey                         Peter Benz
Chief Executive Officer

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