EXHIBIT 4.22

                     AMENDED AND RESTATED STOCK OPTION PLAN



                           XECHEM INTERNATIONAL, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN

I.    DEFINITIONS AND PURPOSES

      A. Definitions

      Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Stock Option Plan, have the following meanings:

      1. "Affiliate" means a corporation which, for purposes of Section 422 of
the Code, is a parent or subsidiary of the Corporation, direct or indirect, each
as defined in Section 424 of the Code.

      2. "Board of Directors" or "Board" means the Board of Directors of the
Corporation.

      3. "Code" means the United States Internal Revenue Code of 1986, as such
may be amended from time to time.

      4. "Committee" means the committee to which the Board of Directors
delegates the power to act under or pursuant to the provisions of the Plan, or
the Board of Directors if no committee is selected.

      5. "Corporation" means XECHEM INTERNATIONAL, INC., a Delaware corporation.

      6. "Disability" or "Disabled" means permanent and total disability as
defined in Section 22(e)(3) of the Code.

      7. "Incentive Option" means an Option, as identified below, which is
designated by the Committee as such and which, when granted, is intended to be
an "incentive stock option" as defined in Section 422 of the Code.

      8. "Key Employee" means an employee of the Corporation or of an Affiliate,
(including, without limitation, an employee who is also serving as an officer or
director of the Corporation or of an Affiliate, other than Dr. Ramesh Pandey),
designated by the Board of Directors or the Committee to be eligible to be
granted one or more Options under the Plan.

      9. "Nonstatutory Option" shall mean an Option, as defined below, which is
designated by the Committee as such and which, when granted, is not intended to
be an "incentive stock option," as defined in Code Section 422.

      10. "Option" means a right or option granted under the Plan.

      11. "Option Agreement" means an agreement between the Corporation and a
Participant executed and delivered pursuant to the Plan.




      12. "Participant" means a Key Employee to whom one or more Incentive
Options or Nonstatutory Options are granted under the Plan and an employee,
nonemployee director, advisor or independent contractor ("Non Key Employee") to
whom one or more Nonstatutory Options are granted under the Plan.

      13. "Plan" means this Stock Option Plan.

      14. "Shares" means the following shares of the capital stock of the
Corporation as to which Options have been or may be granted under the Plan:
authorized and unissued Common Stock, $.0001 par value, including fractional
shares, any shares of capital stock into which the Shares are changed or for
which they are exchanged within the provisions of Article VI of the Plan.

      15. "Survivors" means a deceased Participant's legal representative and/or
any person or persons who acquired the Participant's rights to an Option by will
or by the laws of descent and distribution.

      B. Purposes of the Plan

      The Plan is intended to encourage ownership of Shares by Key Employees,
non-employee directors and advisors, including, without limitation, members of
the Corporation's Scientific Advisory Board, in order to attract such persons,
to induce such persons to remain in the employ of the Corporation or of an
Affiliate, or to serve or continue to serve as an advisor to the Corporation,
and to provide additional incentive for such persons to promote the success of
the Corporation or of an Affiliate.

II.   SHARES SUBJECT TO THE PLAN

      The aggregate number of Shares as to which Options may be granted from
time to time shall be One Hundred Million (100,000,000) Shares of the authorized
and unissued Common Stock, par value $0.00001 all of which shall be eligible for
grant as Incentive Stock Options or Nonstatutory Options.

      If an Option ceases to be "outstanding," in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options.

      The aggregate number of Shares as to which Options may be granted shall be
subject to change only by means of an amendment of the Plan duly adopted by the
Corporation and approved by the stockholders of the Corporation within one year
before or after the date of the adoption of any such amendment, subject to the
provisions of Article VI.

III. ADMINISTRATION OF THE PLAN

      The Plan shall be administered by the Board of Directors except to the
extent the Board of Directors delegates its authority hereunder to the
Committee. Subject to the provisions of the Plan, the Board of Directors or, if
such authority be delegated, the Committee is authorized to:




      A. interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems necessary or
advisable for the administration of the Plan;

      B. determine which employees of the Corporation or of an Affiliate shall
be designated as Key Employees and which of the Key Employees shall be granted
Options;

      C. determine the Non Key Employees to whom Nonstatutory Options shall be
granted;

      D. determine whether the Option to be granted shall be an Incentive Option
or Nonstatutory Option;

      E. determine the number of Shares for which an Option or Options shall be
granted; and

      F. specify the terms and conditions upon which Options may be granted;
provided however, that with respect to Incentive Options all such
interpretations, rules, determinations, terms and conditions shall be made and
prescribed in the context of preserving the tax status of the Incentive Options
as incentive stock options within the meaning of Section 422 of the Code.

      All determinations of the Board of Directors or the Committee, if
applicable, shall be made by a majority of its members. No member of the Board
or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option.

IV.   ELIGIBILITY FOR PARTICIPATION

      Each Participant receiving an Incentive Option must be a Key Employee of
the Corporation or of an Affiliate at the time an Incentive Option is granted.

      The Board of Directors, or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Employees or Non-Key Employees and may designate the number of Shares to be
optioned under each Option so granted, provided, however, that no Incentive
Options shall be granted after the expiration of the earlier of ten (10) years
from the date of the adoption of the Plan by the Corporation or the approval of
the Plan by the Stockholders of the Corporation, and provided further, that the
fair market value (determined at the time the Option is granted) of the Shares
with respect to which Incentive Options are exercisable for the first time by
such Key Employee during any calendar year (under the Plan and under any other
Incentive Option plan of the Corporation or an Affiliate) shall not exceed
$100,000.

      Notwithstanding the foregoing, no individual who is a director of the
Corporation or a member of the Committee shall be eligible to receive an Option
under the Plan unless the granting of such Option shall be approved by the Board
of Directors or the Committee, with all of the members voting thereon being
disinterested directors or members unless such vote is unanimous. For the
purpose of this Article IV, a "disinterested director or member" shall be any
director or member, as the case may be, who shall not then be, or at any time
within the year prior thereto eligible to receive an Option under the Plan.



      Notwithstanding any of the foregoing provisions, the Board of Directors
(or the Committee if applicable) may authorize the grant of an Incentive Option
to a person not then in the employ of the Corporation or of an Affiliate,
conditioned upon such person becoming eligible to become a Participant at or
prior to the grant of such Option.

V.    TERMS AND CONDITIONS OF OPTIONS

      Each Incentive Option shall be set forth in an Option Agreement
substantially in the form hereto annexed and marked Exhibit A, duly executed on
behalf of the Corporation and by the Participant to whom such Option is granted.
Each Nonstatutory Option shall be set forth in an Option Agreement substantially
in the form hereto annexed and marked Exhibit B duly executed on behalf of the
Corporation and by the Participant to whom such Option is granted. Each such
Option Agreement shall be subject to at least the following terms and
conditions:

      A. Option Price

      The option price of each Option granted under the Plan shall be determined
by the Board of Directors (or the Committee, if such authority is delegated).
The Option price per share of the Shares covered by each Nonstatutory Option
shall be at such amount as may be determined by the Board of Directors in its
sole discretion on the date of the grant of the Option. In the case of an
Incentive Option, if the optionee owns directly or by reason of the applicable
attribution rules 10% or less of the total combined voting power of all classes
of share capital of the Corporation, the Option price per share of the Shares
covered by each Incentive Option shall be not less than the fair market value
per share of the Shares on the date of the grant of the Incentive Option. In all
other cases of Incentive Options, the Option price shall be not less than one
hundred ten percent (110%) of the said fair market value on the date of grant.
If such Shares are then listed on any national securities exchange, the fair
market value shall be the mean between the high and low sales prices, if any, on
the largest such exchange on the date of the grant of the Option, or, if none,
on the most recent trade date thirty (30) days or less prior to the date of the
grant of the Option. If the Shares are not then listed on any such exchange, the
fair market value of such Shares shall be the closing sales price if such is
reported or otherwise the mean between the closing "Bid" and the closing "Ask"
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") for the date of the grant of the Option,
or if none, on the most recent trade date thirty (30) days or less prior to the
date of the grant of the Option for which such quotations are reported. If the
Shares are not then either listed on any such exchange or quoted in NASDAQ, the
fair market value shall be the mean between the average of the "Bid" and the
average of the "Ask" prices, if any, as reported in the National Daily Quotation
Service for the date of the grant of the Option, or, if none, for the most
recent trade date thirty (30) days or less prior to the date of the grant of the
option for which such quotations are reported. If the fair market value cannot
be determined under the preceding three sentences, it shall be determined in
good faith by the Board of Directors (or the Committee if applicable).

      B. Number of Shares

      Each Option shall state the number of Shares to which it pertains.




      C. Term of Option

      Each Incentive Option shall terminate not more than ten (10) years from
the date of the grant thereof, or at such earlier time as the Option Agreement
may provide, and shall be subject to earlier termination as herein provided,
except that if the Option price is required under Paragraph A of this Article V
to be at least 110% of fair market value, each such Incentive Option shall
terminate not more than five (5) years from the date of the grant thereof. Each
Nonstatutory Option shall terminate not more than eleven (11) years from the
date of the grant thereof, or at such other earlier time as the Option Agreement
may provide, and shall be subject to earlier termination as herein provided.

      D. Date of Exercise

      Upon the authorization of the grant of an Option the Board of Directors
(or the Committee if applicable) may, subject to the provisions of Paragraph C
of this Article V, prescribe the date or dates on which the Option becomes
exercisable, and may provide that the Option rights accrue or become exercisable
in installments over a period of years, or upon the attainment of stated goals
or combination thereof.

      E. Medium of Payment

      The Option price shall be payable upon the exercise of the Option. It
shall be payable in such form (permitted by Section 422 of the Code in the case
of Incentive Options), as the Board of Directors (or the Committee if
applicable) shall either by rules promulgated pursuant to the provisions of
Article III of the Plan, or in the particular Option Agreement, provide.

      F. Termination of Employment

            (1) An employee Participant who ceases to be an employee of the
      Corporation or of an Affiliate for any reason, other than the death or
      Disability of the Participant, may exercise all or any portion of his
      Options to the extent that such right to exercise has occurred on the date
      of his termination within thirty (30) days after such termination. A
      Participant's employment shall not be deemed terminated by reason of a
      transfer to another Employer which is an Affiliate of the Corporation.

            (2) An employee Participant who ceases to be an employee of the
      Company or of an Affiliate by reason of Disability may exercise all or a
      portion of his Option to the extent that such right to exercise has
      accrued on the date of his termination during the six (6) months
      immediately following his termination.

            (3) The Survivor of an employee Participant who ceases to be an
      employee by reason of such employee's death, may exercise all or a portion
      of an Option to the extent that such right to exercise has accrued on the
      date of such Participant's death during the six (6) months immediately
      following his death.




      An employee Participant to whom an Option has been granted under the Plan
who is absent from work with the Corporation or with an Affiliate because of
temporary disability (any disability other than a Disability as defined in
Paragraph A.6. Article 1 hereof), or who is on leave of absence for any purpose
permitted by any authoritative interpretation (i.e., regulation, ruling, case
law, etc.) of Section 422 of the Code, shall not, during the period of any such
absence be deemed, by virtue of any such absence alone, to have terminated such
Participant's employment with the Corporation or an Affiliate, except as the
Board of Directors (or the Committee if applicable) may otherwise expressly
provide or determine.

      I. Exercise of Option and Issue of Stock

      Options shall be exercised by giving written notice to the Corporation.
Such written notice shall: (1) be signed by the person exercising the Option,
(2) state the number of Shares with respect to which the Option, if any, is
being exercised, (3) contain the warranty required by paragraph M of this
Article V, and (4) specify a date (other than a Saturday, Sunday or legal
holiday) not less than five (5) nor more than ten (10) days after the date of
such written notice, as the date on which the Shares will be taken up and
payment made therefore. The conditions specified above may be waived in the sole
discretion of the Corporation. Such tender and conveyance shall take place at
the principal office of the Corporation during ordinary business hours, or at
such other hour and place agreed upon by the Corporation and the person or
persons exercising the Option. On the date specified in such written notice
(which date may be extended by the Corporation in order to comply with any law
or regulation which requires the Corporation to take any action with respect to
the Option Shares prior to the issuance thereof, whether pursuant to the
provisions of Article VII or otherwise), the Corporation shall accept payment
for the Option Shares and shall deliver to the person or persons exercising the
Option in exchange therefore a certificate or certificates for fully paid
non-assessable Shares. In the event of any failure to take up and pay for the
number of Shares specified in such written notice of the exercise of an Option
on the date set forth therein (or on the extended date as above provided) the
exercise of the Option shall terminate with respect to such number of Shares,
but shall continue with respect to the remaining Shares covered by the Option
and not yet acquired pursuant thereto.

      J. Rights as a Stockholder

      No Participant to whom an Option has been granted shall have rights as a
stockholder with respect to any Shares covered by such Option except as to such
Shares as have been issued to or registered in the Corporation's share register
in the name of such Participant upon the due exercise of the Option and tender
of the full Option price.

      K. Assignability and Transferability of Option

      By its terms, an Option granted to a Participant shall not be transferable
by the Participant and shall be exercisable, during the Participant's lifetime,
only by such Participant. Such Option shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. Any attempted transfer,
assignment, pledge, hypothecation or other disposition of any Option or of any
rights granted thereunder contrary to the provisions of this Article V, or the
levy of any attachment or similar process upon an Option or such rights, shall
be null and void.




      L. Other Provisions

      The Option Agreement for an Incentive Option shall contain such
limitations and restrictions upon the exercise of the Option as shall be
necessary in order that such Option can be an "incentive stock option" within
the meaning of Section 422 of the Code. Further, the Option Agreements
authorized under the Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of the Option, as
the Board of Directors (or the Committee, if applicable) shall deem advisable
and which in the case of Incentive Options are not inconsistent with the
requirements of Code ss.422.

      M. Purchase For Investment

      Unless the Shares to be issued upon the particular exercise of an Option
shall have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended, the Corporation shall be under no obligation to
issue the shares covered by such exercise unless and until the following
conditions have been fulfilled. The persons who exercise such Option shall
warrant to the Corporation that, at the time of such exercise, such persons are
acquiring their option shares for investment and not with a view to, or for sale
in connection with, the distribution of any such Shares. In such event, the
person(s) acquiring such Shares shall be bound by the provisions of the
following legend (or similar legend) which shall be endorsed upon the
certificate(s) evidencing their Option Shares issued pursuant to such exercise.

            "The shares represented by this certificate have been acquired for
      investment and they may not be sold or otherwise transferred by any
      person, including a pledgee, in the absence of registration of the shares
      under the Securities Act of 1933 or an opinion of counsel satisfactory to
      the Corporation that an exemption from registration is then available."

      N. Other Restrictions

      In addition, the following legends, and such other legends as the Board
may determine, may be endorsed upon the certificate:

            "The shares represented by this certificate are subject to all of
      the terms, conditions, limitations and restrictions set forth in Xechem
      International, Inc. Amended and Restated Stock Option Plan ("Plan")
      approved by the Corporation's stockholders on ________, 199__, and a copy
      of which is on file with the Corporation, and an option agreement (the
      "Option Agreement") pursuant to which the shares have been acquired. All
      terms, conditions, limitations and restrictions of the Plan and the Option
      Agreement are fully binding upon the holder of this Certificate, his or
      her successors, estate, heirs, assigns, personal representative,
      administrator, executor or guardian as the case may be, for all purposes
      until such time as all terms, conditions, limitations and restrictions of
      the Plan or the Option Agreement are removed waived or otherwise vacated
      in a manner expressly authorized thereunder."

      Without limiting the generality of the foregoing the Corporation may delay
issuance of the Shares until completion of any action or obtaining any consent,
which the Corporation deems necessary under any applicable law (including
without limitation state securities or "blue sky" laws).




VI.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

      In the event that the authorized and outstanding Shares of the Corporation
are changed into or exchanged for a different number or kind of shares or other
securities of the Corporation or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification,
change in par value, stock split-up, combination of shares or dividend payable
in capital stock, or the like, appropriate adjustments to prevent dilution or
enlargement of the rights granted to or available for, Participants, shall be
made in the manner and kind of shares for the purpose of which Options may be
granted under the Plan, and, in addition, appropriate adjustment shall be made
in the number and kind of shares and in the option price per share subject to
outstanding Options. No such adjustment shall be made which shall, within the
meaning of Section 424 of the Code, constitute such a modification, extension or
renewal of an Incentive Option as to cause it to be considered as the grant of a
new Incentive Option.

VII.  DISSOLUTION OR LIQUIDATION OF THE CORPORATION

      Upon the dissolution or liquidation of the Corporation other than in
connection with a transaction to which the preceding Article VI is applicable,
all Options granted hereunder shall terminate and become null and void; provided
however, that if the rights of a Participant have not otherwise terminated and
expired, the Participant shall have the right immediately prior to such
dissolution or liquidation to exercise any Option granted hereunder to the
extent that the right to purchase shares thereunder has accrued as of the date
immediately prior to such dissolution or liquidation.

VIII. TERMINATION OF THE PLAN

      The Plan shall terminate (10) years from the earlier of the date of its
adoption or the date of its approval by the stockholders. The Plan may be
terminated at an earlier date by vote of the stockholders or the Board of
Directors; provided, however, that any such earlier termination shall not affect
any Options granted or Option Agreements executed prior to the effective date of
such termination.

IX.   AMENDMENT OF THE PLAN

      The Plan may be amended by the Board of Directors (but not by the
Committee); provided however, that no amendment may increase the number of
Shares on which Options may be granted other than as provided by Article VI or
change the designation of the class of employees eligible to receive Incentive
Options unless such amendment is approved by the stockholders within one (1)
year after such action by the Board of Directors. Except as approved by Article
VI, no amendment shall affect any Options theretofore granted or any Option
Agreements theretofore executed unless such amendment shall expressly so provide
and unless any Participant to whom an Option has been granted who would be
adversely affected by such amendment consents in writing thereto.




X.    EMPLOYMENT RELATIONSHIP

      Nothing herein contained shall be deemed to prevent the Corporation or an
Affiliate from terminating the employment or other service, including service as
a member of the Corporation's Scientific Advisory Board, of a Participant, nor
to prevent a Participant from terminating the Participant's employment or other
service with the Corporation or an Affiliate.

XI.   INDEMNIFICATION OF COMMITTEE

      In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee (or the
directors acting with respect to the Plan if there is no Committee) shall be
indemnified by the Corporation against all reasonable expenses, including
attorneys fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein to
which they or any of them may be a party by reason of any action taken by them
as members of the Committee and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member is liable for gross negligence or willful misconduct in the performance
of his or her duties. To receive such indemnification, a Committee member must
first offer in writing to the Corporation the opportunity, at its own expense,
to defend any such action, suit or proceeding.

XII.  EFFECTIVE DATE

      This Plan shall become effective upon adoption by the Board of Directors,
provided that within one (1) year, before or after, such adoption by the Board
of Directors the Plan is approved by the stockholders of the Corporation.

XIII. GOVERNING LAW

      This Plan and all determinations made and actions taken pursuant hereto,
shall be governed by the laws of the State of New Jersey and construed in
accordance therewith.

                                                A True Copy

                                                                      Secretary
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