EXHIBIT 4.4

                     FORM OF REGISTRATION RIGHTS AGREEMENT.

THIS AGREEMENT (the "Agreement") is dated as of February __, 2005, and is by and
between XECHEM INTERNATIONAL, INC., a Delaware corporation (the "Company"), and
_______________________ (the "Holder").

                                   WITNESSETH:

      WHEREAS, the Holder has been granted a warrant (the "Warrant") to purchase
_____________ shares of common stock, par value $.00001 per share (the "Common
Stock"), of the Company, and the Holder has advanced certain funds to the
Company as evidenced by the Company's secured convertible promissory note (the
"Note"), convertible into __________ shares of Common Stock; and

      WHEREAS, the Company has agreed to grant the Holder certain registration
rights with respect to the Common Stock issuable upon the exercise of the
Warrant and conversion of the Note;

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows.

      1. Registrable Securities.

      As used herein, the term "Registrable Securities" shall mean without
duplication, any shares of Common Stock issued pursuant to an exercise of the
Warrant or a conversion of the Note or issued in respect thereof as a result of
a stock dividend or stock split or a recapitalization, merger or other
reorganization of the Company in which the Company is the surviving entity or
any security subsequently issued in exchange for such shares of stock.

      2. Immediate Registration.

      The Company shall use its best efforts to file with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933,
as amended (the "Securities Act"), on Form S-1 or Form SB-2 or any other legally
available form for such registration, covering the sale by the Holder of all of
the Registrable Securities as soon as practicable after the date hereof, but in
no event more than ninety (90) days thereafter (the "Initial Registration
Form"). Thereafter, the Company shall diligently prosecute the Initial
Registration Form to effectiveness and thereupon shall keep it effective for a
period extending until nine (9) months after the expiration of the term of the
Warrants.

      3. Demand Registration.

            (a) At any one time (and not more than one time), upon the written
      request of the Holder (the "Demand Registration Request") requesting that
      the Company effect the registration under the Securities Act of at least
      50% of the Registrable Securities then held by or available for issuance
      to the Holder or any transferees directly from the Holder of the Warrant
      or the shares of Common Stock issuable upon exercise thereof, the Company
      shall, as expeditiously as may be practicable, use reasonable efforts to
      effect such registration under the Securities Act (a "Demand
      Registration").


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            (b) (i) The Company may postpone for up to six months the filing or
      the effectiveness of a registration statement for a Demand Registration if
      the Company and the Holder agree that such Demand Registration would
      reasonably be expected to have an adverse effect on any proposal or plan
      by the Company or any of its subsidiaries to engage in any acquisition of
      assets (other than in the ordinary course of business) or any merger,
      consolidation, tender offer or similar transaction; provided that in each
      such event, the Holder will be entitled to withdraw any request and, if
      such request is withdrawn, such Demand Registration will not count as the
      one permitted Demand Registration hereunder and the Company will pay all
      expenses incurred by the Holder in connection with such registration.

                  (ii) If the Holder makes a Demand Registration Request within
            three months of the Company's fiscal year end, the Company may
            postpone for up to six months the filing or the effectiveness of a
            registration statement for a Demand Registration.

      4. Piggyback Registrations.

            (a) Right to Piggyback. Whenever the Company proposes to either (i)
      register any share of Common Stock under the Securities Act on its own
      behalf (other than any registration on Form S-4 or S-8 or any successor
      form thereto or a form of registration statement not available for the
      general registration of securities) (a "Company Registration"), or (ii)
      register any Registrable Securities pursuant to a Demand Registration
      (other than any registration on a form of registration statement not
      available for general registration of securities) and the registration
      form to be used may be used for the registration of Registrable Securities
      (a "Piggyback Registration"), the Company will, not less than 30 days
      prior to the filing of the registration statement to be used for such
      Piggyback Registration, give written notice (the "Registration Notice") to
      the Holder of its intention to effect such a registration and will,
      subject to the provisions set forth below, include in such registration
      all Registrable Securities with respect to which the Company has received,
      within 15 days after the date on which the Holder has received the
      Registration Notice, a written request from the Holder for inclusion
      therein (which request shall specify the Registrable Securities intended
      to be included therein and the holders thereof).

            (b) Priority on Company Registrations. If a Piggyback Registration
      is an underwritten primary Company Registration, and the managing
      underwriters advise the Company in writing that in their opinion the
      aggregate of the number of securities proposed to be sold by the Company
      and the number of Registrable Securities and other securities held by
      persons with piggyback registration rights requested to be included in
      such registration exceeds the number which can be sold in such offering
      without adversely affecting the marketability of the offering, the Company
      will include in such registration the following securities in the
      following order of priority: (i) first, all of the securities the Company
      proposes to sell and (ii) second, the Registrable Securities and all other
      securities held by persons with piggyback registration rights requested to
      be included in such registration, pro rata among the holders of such
      Registrable Securities and other securities on the basis of the number of
      shares of Registrable Securities or other securities owned by each such
      holder. Notwithstanding the foregoing or any other provision contained
      herein, the Company shall have the right, at any time prior to the
      effective date thereof, to postpone, withdraw or abandon any Company
      Registration without any obligation to any holder of Registrable
      Securities. The Company covenants and agrees that, so long as any
      Registrable Securities are subject to this Agreement, it shall not grant
      registration rights to any person or entity that are superior to the
      rights of the Holder hereunder, it being understood that this shall not
      preclude the Company from granting registration rights to any person or
      entity that are pari passu with the rights granted to the Holder
      hereunder.


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            (c) Priority on Demand Registrations. If a Piggyback Registration is
      an underwritten primary Demand Registration, and the managing underwriters
      advise the Company in writing that in their opinion the aggregate of the
      number of securities proposed to be sold pursuant to the Demand
      Registration Request and the number of other Registrable Securities and
      other securities held by persons with piggyback registration rights
      requested to be included in such registration exceed the number which can
      be sold in such offering without adversely effecting the marketability of
      the offering, the Company will include in such registration the following
      securities in the following order of priority: (i) first, all of the
      securities requested to be included in such registration pursuant to a
      Demand Registration Request, pro rata among the holders of such securities
      on the basis of the number of shares of Registrable Securities or other
      securities owned by each such holder, and (ii) any other securities
      requested to be included in such registration by any other person having a
      right thereto. Notwithstanding the foregoing or any other provision
      contained herein, the party who delivered the Demand Registration Request
      shall have the right, at any time prior to the effective date thereof, to
      direct the Company to postpone, withdraw or abandon any Demand
      Registration without any obligation to any holder of Registrable
      Securities.

      5. Registration Procedures.

      Whenever the holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, the Company
will, subject to the provisions set forth above, including without limitation,
the right of the Company to postpone, withdraw or abandon any Company
Registration and the right of the Holder to postpone, withdraw or abandon any
Demand Registration, use its reasonable efforts to effect the registration of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
possible:

            (a) prepare and file with the Securities and Exchange Commission a
      registration statement with respect to such Registrable Securities and use
      its reasonable efforts to cause such registration statement to become
      effective; provided that before filing a registration statement or
      prospectus or any amendments or supplements thereto, the Company will
      furnish to counsel selected by the reasonable opportunity to review and
      comment on such documents;


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            (b) prepare and file with the Securities and Exchange Commission
      such amendments and supplements to such registration statement and the
      prospectus used in connection therewith as may be necessary to keep such
      registration statement effective for a period of not less than 90 days
      (without taking into account any period during which a stop order may be
      in effect) and comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement during such period in accordance with the tended methods of
      disposition by the sellers thereof set forth in such registration
      statement;

            (c) furnish to each seller of Registrable Securities such number of
      copies of such registration statement, each amendment and supplement
      thereto, the prospectus included in such registration statement (including
      each preliminary prospectus) and such other documents as such seller may
      reasonably request in order to facilitate the disposition of the
      Registrable Securities owned by such seller;

            (d) use its best efforts to register or qualify such Registrable
      Securities under such other securities or blue sky laws of such U.S.
      jurisdictions as any seller reasonably requests and do any and all other
      acts and things which may be reasonably necessary or advisable to enable
      such seller to consummate the disposition in such jurisdictions of the
      Registrable Securities owned by such seller, provided that the Company
      will not be required to (i) qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for
      this subparagraph, (ii) subject itself to taxation in any such
      jurisdiction or (iii) consent to general service of process in any such
      jurisdiction;

            (e) notify each seller of such Registrable Securities, at any time
      when a prospectus relating thereto is required to be delivered under the
      Securities Act, of the happening any event which causes the prospectus
      included in such registration statement to contain an true statement of a
      material fact or omits any fact necessary to make the statements therein
      not misleading, and, at the request of any such seller, the Company will
      prepare a supplement or amendment to such prospectus so that, as
      thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus will not contain an untrue statement of a material fact or
      omit to state any fact necessary to make the statements therein not
      misleading, it being hereby acknowledged and agreed that each holder of
      Registrable Securities shall be deemed to have agreed by acquisition of
      such Registrable Securities that upon the receipt of any notice from the
      Company of the occurrence of any event of the kind described in this
      paragraph, such holder shall thereupon discontinue such holder's offer and
      disposition of Registrable Securities until such holder's receipt of the
      copies of the "stickered," supplemented or amended prospectus and/or
      registration statement contemplated hereby and, if so directed by the
      Company, shall deliver to the Company (at the Company's expense) all
      copies, other than permanent file copies, of the prospectus covering such
      Registrable Securities then in such holder's possession;


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            (f) cause all such Registrable Securities to be listed on each
      securities exchange on which similar securities issued by the Company are
      then listed and, if not so listed, use its best efforts in connection with
      any Company Registration (but not any Demand Registration) to cause all
      such Registrable Securities to be listed on the NASD automated quotation
      system;

            (g) provide a transfer agent and registrar for all such Registrable
      Securities not later than the effective date of such registration
      statement;

            (h) make available for inspection by any seller of Registrable
      Securities or any underwriter participating in any disposition pursuant to
      such registration statement and any attorney, accountant or other agent
      retained by any such seller or underwriter, all financial and other
      records, pertinent corporate documents and properties of the Company, and
      cause the Company's officers, directors, employees and independent
      accountants to supply all information reasonably requested by any such
      seller, underwriter, attorney, accountant or agent in connection with such
      registration statement;

            (i) otherwise use its reasonable efforts to comply with all
      applicable rules and regulations of the Securities and Exchange
      Commission, and make available to its security holders, as soon as
      reasonably practicable, an earnings statement covering the period of at
      least twelve months (but not more than eighteen months) beginning with the
      first day of the Company's first full fiscal quarter after the effective
      date of the registration statement, which earnings statement shall satisfy
      the provisions of Section 11(a) of the Securities Act and Rule 158
      thereunder;

            (j) permit any holder of Registrable Securities, which holder, in
      its sole and exclusive judgment, might be deemed to be an underwriter or a
      controlling person of the Company, to participate in the preparation of
      such registration statement and to require the insertion therein of
      material, furnished to the Company in writing, which in the reasonable
      judgment of such holder and its counsel should be included (subject to the
      consent of the Company which shall not be unreasonably withheld);

            (k) in the event of the issuance of any stop order suspending the
      effectiveness of a registration statement, or of any order suspending or
      preventing the use of any related prospectus or suspending the
      qualification of any Common Stock included in such registration statement
      for sale in any jurisdiction, the Company will notify each holder of
      Registrable Securities and use its reasonable efforts promptly to obtain
      the withdrawal of such order;

            (l) use its reasonable efforts to cause such Registrable Securities
      covered by such registration statement to be registered with or approved
      by such other United States (or any state or territory thereof)
      governmental agencies or authorities as may be necessary to enable the
      sellers thereof to consummate the disposition of such Registrable
      Securities; and


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            (m) obtain a cold comfort letter from the Company's independent
      public accountants in customary form and covering such matters of the type
      customarily covered by cold comfort letters as the Holders may reasonably
      request.

      6. Registration Expenses.

      All expenses incident to the Company's performance of or compliance with
the foregoing, including without limitation all registration and filing fees,
fees and expenses for compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses and fees and disbursements of counsel
for the Company and all independent certified public accountants (excluding
discounts and commissions) and other persons retained by the Company shall be
borne by the Company. The Company shall also pay the fees and disbursements of
one legal counsel representing the Holder and all other persons requesting
registration pursuant to agreements providing registration rights. All other
fees and expenses incurred by the holders of registrable securities requesting
registration, including fees and disbursements of additional counsel, shall be
borne by such holders, pro rata, based upon the number of shares of registrable
securities held by each such holder.

      7. Indemnification.

            (a) The Company agrees to indemnify, to the extent permitted by law,
      each holder of Registrable Securities, its officers and directors and each
      person who controls such holder (within the meaning of the Securities Act)
      against all losses, claims, damages, liabilities and expenses caused by
      any untrue or alleged untrue statement of material fact contained in any
      registration statement, prospectus or preliminary prospectus or any
      amendment thereof or supplement thereto or any omission or alleged
      omission of a material fact required to be stated therein or necessary to
      make the statements therein not misleading, except insofar as the same is
      caused by or contained in any information furnished in writing to the
      Company by such holder expressly for use therein or by such holder's
      failure to deliver a copy of the registration statement or prospectus or
      any amendments or supplements thereto after the Company has furnished such
      holder with a sufficient number of copies of the same in a timely manner.
      In connection with an underwritten offering, the Company will indemnify
      such underwriters, their officers and directors and each person who
      controls such underwriters (within the meaning of the Securities Act) to
      the same extent as provided above with respect to the indemnification of
      the holders of Registrable Securities.

            (b) In connection with any registration statement in which a holder
      of Registrable Securities is participating, each such holder will furnish
      to the Company in writing such information and affidavits as the Company
      reasonably requests for use in connection with any such registration
      statement or prospectus and, to the extent permitted by law, will
      indemnify the Company, its directors and officers and each person who
      controls the Company (within the meaning of the Securities Act) against
      any losses, claims, damages, liabilities and expenses resulting from any
      untrue or alleged untrue statement of material fact contained in the
      registration statement, prospectus or preliminary prospectus or any
      amendment thereof or supplement thereto or any omission or alleged
      omission of a material fact required to be stated therein or necessary to
      make the statements therein not misleading, but only to the extent that
      such untrue statement or omission is contained in, or omitted from, any
      information or affidavit so furnished in writing by such holder; provided
      that the obligation to indemnify will be limited to the net amount of
      proceeds received by such holder from the sale of Registrable Securities
      pursuant to such registration statement.


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            (c) Any person entitled to indemnification hereunder will (i) give
      prompt written notice to the indemnifying party of any claim with respect
      to which it seeks indemnification, provided that the failure to give such
      notice shall relieve the indemnifying party hereunder of liability
      hereunder only if and to the extent that the indemnifying party has been
      prejudiced in any material respect by such failure, and (ii) unless in
      such indemnified party's reasonable judgment a conflict of interest
      between such indemnified and indemnifying parties may exist with respect
      to such claim, permit such indemnifying party to assume the defense of
      such claim with counsel reasonably satisfactory to the indemnified party.
      If such defense is assumed, the indemnifying party will not be subject to
      any liability for any settlement made by the indemnified party without its
      consent (but such consent will not be unreasonably withheld). An
      indemnifying party who is not entitled to, or elects not to, assume the
      defense of a claim will not be obligated to pay the fees and expenses of
      more than one counsel for all parties indemnified by such indemnifying
      party with respect to such claim, unless in the reasonable judgment of an
      indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect
      to such claim.

            (d) If the indemnification provided for in the preceding
      subdivisions of this Section 7 is unavailable to an indemnified party with
      respect to any expense, loss, claim, damage or liability referred to
      therein, then each indemnifying party, in lieu of indemnifying such party,
      shall contribute to the amount paid or payable by such indemnifying party
      as a result of such expense, loss, claim, damage or liability in such
      proportions as is appropriate to reflect the relative benefits received by
      the Company on the one hand and the Holder, on the other hand, from the
      distribution of Registrable Securities and the relative fault of the
      Company, on the one hand, and the Holder, on the other hand, in connection
      with the statements or omissions which resulted in such expense, loss,
      claim, damage or liability, as well as any other relevant equitable
      considerations. The amount paid or payable by an indemnified party as a
      result of the expenses, losses, claims, damages and liabilities referred
      to in the preceding sentence shall be deemed to include any legal or other
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      foregoing, the Holder shall not be required to contribute any amount in
      excess of the amount received by such Holder from the sale of Registrable
      Securities in the registration resulting in any such expense, loss, claim,
      damages or liability. No person guilty of fraudulent misrepresentation
      within the meaning of Section 11(f) of the Securities Act shall be
      entitled to contribution with respect thereto from any person who was not
      guilty of such fraudulent misrepresentation.


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      8. Participation in Underwritten Registrations.

      No holder of Registrable Securities may participate in any registration
hereunder which is underwritten unless such person (i) agrees to sell such
Registrable Securities on the basis provided in any underwriting arrangements to
be executed in connection with such offering and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other document required under the terms of such underwriting arrangements;
provided that no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters other than representations and warranties regarding
such holder and such holder's intended method of distribution, ownership of
securities or other information required under federal or state securities laws.

      9. Termination of Registrable Securities.

      As to any particular Registrable Securities, such securities will cease to
be Registrable Securities when they have been distributed to the public pursuant
to a public 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) or if the Registrable
Securities may, in the opinion of counsel reasonably acceptable to the Holder of
such Registrable Securities, be freely sold to the public in a single
transaction without registration under the Securities Act.

      10. 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 the
Holder.

      11. 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 assigns of the parties hereto (including, with respect to all
Registrable Securities, all subsequent registered holders of such Registrable
Securities).

      12. 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.

      13. Counterparts.

      This Agreement may be executed in one or more counterparts, and all such
counterparts taken together will constitute one and the same Agreement.


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      14. 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 delivered personally to the recipient, sent to the recipient by
reputable express courier service (charges prepaid) or mailed to the recipient
by certified or registered mail, return receipt requested and postage prepaid
and shall be deemed given when received. Such notices, demands and other
communications may be sent to each party hereto (other than the Company) at the
address set forth in the Company's records for such party, and to the Company at
the address of its chief executive office, or to such other address as the
recipient party has specified by prior written notice to the sending party.

      15. Governing Law.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be wholly
performed within such State.


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      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                                          XECHEM INTERNATIONAL, INC.

                                          By:___________________________________
                                             Name:______________________________
                                             Title:_____________________________


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