EXHIBIT 4.1

                   FORM OF SECURED CONVERTIBLE PROMISSORY NOTE
                                  (THE "NOTE")

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME
OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.

$_____________                                                 February __, 2005

FOR VALUE RECEIVED, XECHEM INTERNATIONAL, INC., a Delaware corporation (the
"Company"), promises to pay to the order of _______________ (the "Holder"), the
sum of _____________________________________ Dollars ($______________) in legal
and lawful money of the United States of America, together with interest from
the date hereof on the principal amount from time to time remaining unpaid as
provided below. Payment for all amounts due hereunder shall be made at the
principal office of Holder, or such other address as the Holder may hereafter
direct in writing.

The following is a statement of the rights of the Holder of this Note and the
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note agrees:

      1. Interest/Debt Service/Term/Security. This Note shall bear simple
interest at the rate of ten percent (10%) per annum on the unpaid principal
balance of this Note from time to time outstanding from the date of this Note
until such Note is paid in full. The Note, together with other promissory notes
of the Company of like tenor and having an aggregate initial principal balance
of not more than $2.5 million (collectively, the "Bridge Notes"), is repayable
on a pro rata basis with the other Bridge Notes out of the proceeds of the sale
by the Company of CepTor Corporation ("CepTor") common stock, par value $.00001
per share (the "CepTor Common"), not including sales of CepTor Common to William
Pursley in exchange for shares of common stock, par value $.00001 per share, of
the Company or options to purchase such stock, as described in the Security
Agreement as hereinafter defined. The Company agrees that it shall sell at least
twenty-five (25%) percent of the CepTor Common held by it on the date hereof
(the "Initial CepTor Position"), to the extent required to repay the Bridge
Notes, by December 31, 2005, provided, however, that if CepTor shall have failed
to register such CepTor Common pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), by September 30, 2005, such outside date for the
sale of twenty-five (25%) percent of the Initial CepTor Position shall be
extended to March 31, 2006. The Company further agrees that it shall sell an
additional twenty-five (25%) percent of the Initial CepTor Position, to the
extent required to repay the Bridge Notes, by June 30, 2006. In the event that
the entire principal balance and all accrued interest on this Note, together
with any other amounts that may be due hereunder, have not been paid in full by
December 31, 2006, then all such amounts shall be immediately payable on such
date (the "Maturity Date"). Payments hereunder shall be applied first to
amounts, if any, due hereunder that are not interest or principal, then to
accrued and unpaid interest and then to the unpaid principal balance of this
Note.


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      This Note is secured by collateral under a Security Agreement (the
"Security Agreement") among the Company, the holders of the Bridge Notes and
Greenberg & Kahr as Escrow Agent, dated as of February __, 2005, and the Holder
of this Note is entitled to the benefit of all of the security provisions
thereof.

      2. Events of Default. If any of the events specified in this Section 2
shall occur (herein individually referred to as an "Event of Default"), the
Holder of this Note may, at the Holder's option, in addition to any other rights
the Holder may have in equity or at law and in addition to the Holder's rights
of conversion under Section 4 of this Note as to all or any part of the
principal and interest then due and owing, declare this Note mature, and all
sums owing hereon and under any instrument or agreement executed in connection
with this Note shall be due and payable immediately without presentment,
protest, demand, notice of intention to accelerate, notice of acceleration,
notice of non-payment, notice of protest, or other notice of any kind, all of
which are hereby expressly waived by the Company:

            (a) Default in the payment of the principal and unpaid accrued
      interest of this Note when due and payable pursuant to Section 1; or

            (b) The institution by the Company of proceedings to be adjudicated
      as bankrupt or insolvent, or the consent by it to institution of
      bankruptcy or insolvency proceedings against it or the filing by it of a
      petition or answer or consent seeking reorganization or release under any
      statute, law or regulation, or the consent by it to the filing of any such
      petition or the appointment of a receiver, liquidator, assignee, trustee
      or other similar official of the Company, or of any substantial part of
      its property, or the making by it of an assignment for the benefit of
      creditors, or the taking of corporate action by the Company in furtherance
      of any such action; or

            (c) If, within thirty (30) days after the commencement of an action
      against the Company (and service of process in connection therewith on the
      Company) seeking any bankruptcy, insolvency, reorganization, liquidation,
      dissolution or similar relief under any present or future statute, law or
      regulation, such action shall not have been resolved in favor of the
      Company or all orders or proceedings thereunder affecting the operations
      or the business of the Company stayed, or if the stay of any such order or
      proceeding shall thereafter be set aside, or if, within sixty (60) days
      after the appointment without the consent or acquiescence of the Company
      of any trustee, receiver or liquidator of the Company or of all or any
      substantial part of the properties of the Company, such appointment shall
      not have been vacated; or

            (d) Any consolidation or merger or like transaction of the Company
      with or into any other corporation or other entity or person, or any other
      corporate reorganization in which the Company shall not be the continuing
      or surviving entity in such consolidation, merger or reorganization, any
      transaction or series of related transactions by or affecting the Company
      in which the right to control securities possessing in excess of fifty
      percent (50%) of the voting power of all Company securities is transferred
      (calculated on a fully diluted basis giving effect to conversion or
      exercise of all instruments or securities entitling the holder to convert
      into or to receive common stock or its equivalent (including this Note)),
      a dissolution of the Company, or a sale of all or substantially all of the
      assets of the Company; or


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<PAGE>

            (e) A material default by the Company of any of its obligations
      under the Note, the Security Agreement or the Subscription Agreement
      between the Company and Holder.

      3. Waivers. Unless otherwise specifically set forth in this Note, the
Company waives (i) all notices, demands and presentments for payments, (ii) all
notices of non-payment, default, intention to accelerate maturity, acceleration
of maturity, protest and dishonor and (iii) diligence in taking any action to
collect amounts hereunder and in the handling of any collateral securing this
Note.

      4. Conversion.

            4.1 Conversion. Subject to the procedures provided in Section 4.2
      below, the Holder of this Note has the right, at the Holder's option, at
      any one time or from time to time from and after the date hereof and until
      this Note is paid in full, to convert this Note, on demand, in accordance
      with the provisions of Section 4.2 hereof, in whole or in part, into
      shares of the Company's common stock, $0.00001 par value ("Common Stock"),
      at $0.015 per Share (the "Conversion Price"), subject to adjustment as set
      forth in Section 4.3 through Section 4.6 hereof.

            4.2 Conversion Procedure. To convert this Note, the holder of this
      Note shall give written notice ("Conversion Notice") to the Company of its
      election to convert this Note to shares of Common Stock pursuant to
      Section 4.1. The conversion, and all of the rights of the Holder hereof in
      and with respect to the Common Stock, shall be effective immediately upon
      delivery of the Conversion Notice and surrender of this Note to the
      Company. The Company shall, immediately following such conversion, deliver
      to the Holder of this Note a certificate or certificates for the number of
      shares of Common Stock to which the holder of this Note shall be entitled,
      together with a promissory of like tenor with this Note for any
      unconverted portion of this Note.

            4.3 Adjustment of Conversion Price for Dilutive Events. If and
      whenever on or after the date of this Note, the Company issues, sells or
      grants shares of Common Stock, or in accordance with Section 4.4 below is
      deemed to have issued, sold or granted shares of its Common Stock, for
      consideration per share thereof of less than the Conversion Price (the
      "Dilutive Price" and each such occurrence, hereinafter referred to as a
      "Dilutive Event"), then forthwith upon the occurrence of any such Dilutive
      Event, forthwith upon the occurrence of any such Dilutive Event, the
      Conversion Price shall be reduced to that amount calculated by multiplying
      the Conversion Price in effect immediately before such adjustment by a
      fraction (A) the numerator of which is (i) the number of shares of Common
      Stock outstanding immediately prior to the Dilutive Event plus (ii) the
      number of shares of Common Stock issued as part of the Dilutive Event
      multiplied by a fraction the numerator of which is the Dilutive Price and
      the denominator of which is the Conversion Price and (B) the Denominator
      of which is the number of shares of Common Stock outstanding immediately
      following the Dilutive Event.


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<PAGE>

            4.4 Issuance and Sale of Shares of Capital Stock. For purposes of
      determining the adjusted Conversion Price pursuant to Section 4.3 above,
      the following events shall be deemed to be an issuance and sale of shares
      of Common Stock by the Company:

                  (a) Issuance of Rights or Options. If:

                        (i) the Company, prior to the Maturity Date, in any
                  manner, hereafter grants any rights or options to subscribe
                  for, or to purchase, shares of Common Stock, or any securities
                  convertible into or exchangeable for any shares of Common
                  Stock in the Company (such rights or options referred to
                  herein as "Options" and such convertible or exchangeable
                  securities referred to herein as "Convertible Securities");
                  and

                        (ii) the price per unit of the shares of Common Stock
                  issuable upon the exercise of such Options or upon conversion
                  or exchange of such Convertible Securities is less than the
                  Conversion Price in effect immediately prior to the time of
                  the granting of such Options, then the shares of Common Stock
                  issuable upon the exercise of such Options or upon conversion
                  or exchange of such Convertible Securities will be deemed to
                  have been issued and sold by the Company for such lesser Price
                  Per Unit. For the purposes of this Section 4.4(a) the "Price
                  Per Unit" is determined by dividing: (A) the total amount, if
                  any, received by the Company as consideration for the granting
                  of such Options, plus the minimum aggregate amount of
                  additional consideration payable to the Company upon exercise
                  of all such Options, plus in the case of such Options which
                  relate to Convertible Securities, the minimum aggregate amount
                  of additional consideration, if any, payable to the Company
                  upon the issuance or sale of such Convertible Securities and
                  the conversion or exchange thereof, by (B) the total maximum
                  number of shares of Common Stock issuable upon the exercise of
                  such Options or upon the conversion or exchange of all such
                  Convertible Securities issuable upon the exercise of such
                  Options.

            No further adjustment of the Conversion Price will be made when
            Convertible Securities are actually issued upon the exercise of such
            Options or when shares of Common Stock are actually issued upon the
            exercise of such Options or the conversion or exchange of such
            Convertible Securities.


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<PAGE>

                  (b) Calculation of Consideration Received. If any shares of
            Common Stock, Options or Convertible Securities are issued or sold
            or deemed to have been issued or sold for cash, the consideration
            received therefor or the Price Per Unit, as the case may be, will be
            deemed to be the net amount received or to be received,
            respectively, by the Company therefor. In case any shares of Common
            Stock, Options or Convertible Securities are issued or sold for a
            consideration other than cash, the amount of the consideration other
            than cash received by the Company or the non cash portion of the
            Price Per Unit, as the case may be, will be the fair market value of
            such consideration received or to be received, respectively, by the
            Company. If any shares of Common Stock, Options or Convertible
            Securities are issued in connection with any merger in which the
            Company is the surviving Company, the amount of consideration
            therefor will be deemed to be the fair value of such portion of the
            net assets and business of the non surviving Company as is
            attributable to such shares of Common Stock, Options or Convertible
            Securities, as the case may be. The fair value of any consideration
            other than cash and marketable securities will be determined jointly
            by the Company and the Holder. If such parties are unable to reach
            agreement within a reasonable period of time, the fair value of such
            consideration will be determined by an independent appraiser jointly
            selected by the Company and the Holder.

                  (c) Integrated Transactions. In case any Option is issued in
            connection with the issuance or sale of other securities of the
            Company, together comprising one integrated transaction in which no
            specific consideration is allocated to such Option by the parties
            thereto, the Option will be deemed to have been issued for a
            consideration of $0.0001.

                  (d) Record Date. If the Company takes a record of the holders
            of capital stock for the purpose of entitling them: (i) to receive a
            dividend or other distribution payable in shares of capital stock in
            the Company, Options or Convertible Securities; or (ii) to subscribe
            for or purchase shares of capital stock in the Company, Options or
            Convertible Securities, then such record date will be deemed to be
            the date of the issuance or sale of the shares of capital stock
            deemed to have been issued or sold upon the declaration of such
            dividend or upon the making of such other distribution or the date
            of the granting of such right of subscription or purchase, as the
            case may be.

            4.5 Subdivision or Combination of Shares of Capital Stock. If the
      Company at any time subdivides Common Stock into a greater number of
      shares of Common Stock or decreases the percentage interest attributable
      to any shares of Common Stock, the Conversion Price in effect immediately
      prior to such subdivision will be proportionately reduced. If the Company
      at any time combines one its outstanding shares of Common Stock into a
      smaller number of shares of Common Stock or increases the percentage
      interest attributable to the shares of Common Stock, the Conversion Price
      in effect immediately prior to such combination will be proportionately
      increased.


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<PAGE>

            4.6 Organic Change. Prior to the consummation of any Organic Change
      (as defined below), the Company will make appropriate provisions (in form
      and substance satisfactory to Holder) to insure that the holder of this
      Note will thereafter have the right to acquire and receive, in lieu of or
      in addition to the shares of Common Stock immediately theretofore
      acquirable and receivable upon the conversion of this Note, such shares of
      stock, membership interests, partnership interests, securities or assets
      as such holder would have received in connection with such Organic Change
      if the holder had converted this Note immediately prior to such Organic
      Change. In any such case, the Company will make appropriate provisions (in
      form and substance satisfactory to Holder) to insure that the provisions
      of this Section 4.6 will thereafter be applicable to this Note (including,
      an immediate adjustment of the Conversion Price to the value for the
      shares of Common Stock reflected by the terms of such Organic Change and a
      corresponding immediate adjustment in the number of shares of Common Stock
      acquirable and receivable upon conversion of this Note, if the value so
      reflected is less than the Conversion Price in effect immediately prior to
      such Organic Change). The Company will not effect any such Organic Change,
      unless prior to the consummation thereof, the successor Company resulting
      from such Organic Change assumes by written instrument (in form reasonably
      satisfactory to Holder), the obligation to deliver to each such holder
      such shares of stock, securities or assets as, in accordance with the
      foregoing provisions, such holder may be entitled to acquire. All other
      terms of this Note shall remain in full force and effect following such an
      Organic Change. The provisions of this Section 4.6 shall similarly apply
      to successive Organic Changes.

            As used herein, the term "Organic Change" shall mean any merger,
      consolidation, combination, recapitalization, reorganization, or other
      change in, or with respect to, the shares of capital stock of the Company,
      including, without limitation, any amendment to the certificate of
      incorporation of the Company which effects any such change.

      5. Prepayment. Upon thirty (30) days' prior written notice to the Holder,
which notice may be given by the Company only if within the preceding ninety
(90) days the Common Stock has had a closing sale price for twenty (20)
consecutive trading days of $0.06 or more on any national securities exchange on
which the Common Stock is listed or, if not so listed, on the Nasdaq National
Market or any other Nasdaq market to which the Common Stock is admitted for
trading or, if not so admitted for trading, on the over-the-counter Bulletin
Board, the Company may prepay in whole but not in part the outstanding principal
balance, plus accrued and unpaid interest to date of payment, of this Note,
together with any other amounts due hereunder. The date set for such prepayment
of the Note in the notice given by the Company in accordance with the preceding
sentence is herein referred to as the "Call Date." Notwithstanding any such
notice of prepayment, the Holder shall continue to have the right to convert
this Note as provided in Section 4 until the Call Date.

      6. Assignment. This Note shall be binding upon the Company and its
successors, assigns, heirs and representatives, and shall inure to the benefit
of the Holder and its successors and assigns.

      7. Waiver and Amendment. Any provision of this Note may be amended, waived
or modified upon the written consent of the Company and the Holder of this Note.
The Company hereby waives any and all defenses it may have to the enforcement by
the Holder of this Note.

      8. Transfer of this Note or Securities Issuable on Conversion Hereof. This
Note may be sold, transferred, assigned or otherwise disposed of by the Holder
with the prior written consent of the Company, such consent not to be
unreasonably withheld.


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<PAGE>

      Each Note transferred and each certificate representing the securities
thus transferred shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with the Securities Act, unless in
the opinion of counsel for the Company such legend is not required in order to
ensure compliance with the Securities Act.

      9. No Shareholder Rights. Except upon conversion in accordance with
Section 4 above, nothing contained in this Note shall be construed as conferring
upon the Holder or any other person the right to vote or to consent or to
receive notice as a shareholder in respect of meetings of shareholders for the
election of directors of the Company or any other matters or any rights
whatsoever as a shareholder of the Company, and no dividends shall be payable or
accrued in respect of this Note or the interest represented hereby.

      10. Failure or Indulgency Not Waiver. No failure or delay on the part of
the Holder hereof in the exercise of any power, right, or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

      11. Attorneys' Fees. All reasonable attorneys' fees incurred by the Holder
in connection with the enforcement or collection of this Note shall be borne by
the Company and shall be added to the principal balance due hereunder.

      12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, excluding that body of law
relating to conflict of laws. Any dispute regarding this Note shall be litigated
in the state or federal courts located in the county of residence of Holder, to
which jurisdiction and venue all parties consent.

      13. Usury Laws. This Note shall at all times be in strict compliance with
applicable usury laws. If at any time any interest contracted for, charged or
received under this Note or otherwise in connection with this Note would be
usurious under applicable law, then regardless of the provisions of this Note or
any action or event (including, without limitation, prepayment of principal
hereunder or acceleration of maturity) which may occur with respect to this
Note, it is agreed that all sums that would otherwise be usurious shall be
immediately credited as a payment of principal hereunder, or if this Note has
already been paid, immediately refunded to the Company. All compensation which
constitutes interest under applicable law in connection with this Note shall be
amortized, prorated, allocated and spread over the full period of time any
indebtedness is owing under this Note, to the greatest extent permissible
without exceeding the maximum rate of interest allowed by applicable law from
time to time during such period.

      14. Draftsman. No inference in favor or against any person shall be
inferred based upon who is the principal draftsman of this Note.


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      15. Headings; References. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.
Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.

                                      XECHEM INTERNATIONAL, INC.,

                                      a Delaware corporation

                                      By:_______________________________________

                                      Title:____________________________________



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