Exhibit 3.32

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

No. ____                 USD _____________

CALCITECH LTD.

FORM OF 5% CONVERTIBLE DEBENTURE DUE 28 ^th February 2005

1.1  CalciTech, Ltd., a corporation organized under the laws of Bermuda at Par – le – Ville Place, 14, Par – le – Ville Road, Hamilton, Bermuda (the " Company "), for value received, promises to pay to ______________________________________, or its registered assigns (the " Holder "), the principal sum of seventy three thousand seven hundred and thirteen dollars and five cents (USD 73,713.05), on or prior to 28 ^th February 2005 or such earlier date as this Debenture (the Debenture ”) is required to be repaid as provided hereunder (the “ Maturity Date ”) and to pay interest to the Holder on the principal sum at the rate of 5% per annum while this Debenture is outstanding.

1.2  Interest shall be paid quarterly on March 31, June 30, September 30 and December 31. Interest shall accrue daily commencing on the Original Issue Date (as defined in Section 2) until payment in full of the principal sum, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall be calculated on the basis of a 360-day year and for the actual number of days elapsed. Interest hereunder will be paid to the Holder in whose name this Debenture (or one or more predecessor Debentures) is registered on the records of the Company regarding registration and transfers of this Debenture (the " Debenture Register ").

1.3  This Debenture is one of the duly authorized issue of Convertible Debentures of the Company due 28 ^th February 2005, limited to Four Million Six Hundred and Forty Two Thousand Dollars (USD 4,642,000).

1.4  All overdue, accrued, and unpaid interest and other amounts due hereunder shall bear interest at the rate of 5% per annum (to accrue daily) from the date such interest is due.

1.5  The principal of, and interest on, this Debenture are payable in cash in such coin or currency of the United States of America as at the time of payment is legal tender

for payment of public and private debts, at the address of the Holder last appearing on the Debenture Register.

1.6  This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same but shall not be issuable in denominations of less than integral multiplies of Fifty Thousand Dollars (USD 50,000) unless such amount represents the full principal balance of Debentures outstanding to such Holder.

1.7.   This Debenture has been issued subject to certain investment representations of the original Holder and may be transferred or exchanged only in compliance with this Debenture. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 2. Definitions. For the purposes hereof, the following terms shall have the following meanings:

" Average Price " on any date means the average Per Share Market Value for the ten (10) Trading Days immediately preceding such date.

" Business Day " means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the Province of British Columbia are authorized or required by law or other government action to close.

" Common Stock " means the Company's common stock, $.001 par value per share, and stock of any other class into which such shares may hereafter have been reclassified or changed.

" Original Issue Date " shall mean the date of the first issuance of any Debentures regardless of the number of transfers of any Debenture and regardless of the number of instruments, which may be issued to evidence such Debenture.

" Per Share Market Value " on any particular date means (a) the closing bid price per share of the Common Stock on such date as quoted by TSX Venture Exchange ("TSX"), or similar organizations or agencies succeeding to its functions of reporting prices, or (b) if the Common Stock is no longer reported by TSX, or such similar organizations or agencies, such closing bid price per share shall be determined by reference to "Pink Sheet" quotes for the relevant conversion period as determined in good faith by the Holder or (c) if the Common Stock is not then publicly traded, the fair market value of a share of Common Stock as determined by an appraiser selected in good faith by the Holders of a majority in interest of the Debentures.

“ Debenture ” means this Convertible Debenture, dated as of the Original Issue Date, between the Company and the original Holder of Debentures, as amended, modified or supplemented from time to time in accordance with its terms.

" Trading Day " means a day on which the Common Stock is traded on the TSX market, as reported by Exchange, or if the Common Stock is not quoted on the TSX, a day on which the Common Stock is quoted on the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices).

" Underlying Shares " means the shares of Common Stock issuable upon conversion of Debentures or as payment of interest in accordance with the terms hereof.

3.1      Right to Convert. The Holder of this Debenture has the right, but not the obligation to, upon thirty (30) da