EXHIBIT 10.2


                              CONVERTIBLE DEBENTURE

                                       of

                             BV PHARMACEUTICAL, INC.



         FOR VALUE RECEIVED, BV Pharmaceutical, Inc., a Nevada corporation, (the
"Payor")  promises to pay in lawful money of the United States of America to the
order of EH&P Investments AG (the "Holder"),  with address at Albisriederstrasse
164, PO Box, or such other place as may be designated by Holder in writing,  the
principal sum of Twenty Five Thousand Dollars  ($25,000.00 U.S.),  together with
interest thereon, as set forth below.

         Holder  shall  have the right to  convert  any  portion  of the  unpaid
principal sum and/or  accrued  interest to restricted  Shares of Common Stock of
Payor at any time within 24 months from the date  hereof,  on the basis of $0.20
per Share for each dollar of principal  and/or  interest  due and payable  under
this Debenture.  No fractional  Shares will be issued.  Upon payment by Payor of
any portion of the  principal  and/or  interest due  hereunder,  by scheduled or
unscheduled  payment,  the right to convert  said portion to Shares shall cease.
Upon  conversion,  Holder shall execute all documents deemed by Payor and/or its
counsel to be necessary and appropriate to comply with all applicable  state and
federal securities laws, rules and regulations.

         This Debenture shall bear interest at the rate of ten percent (10%) per
annum on any unpaid  principal  balance.  Interest  shall  accrue  from the date
hereof.  Interest  shall be payable at the end of each calendar  year,  with the
first payment due on the last day of the third full calendar year after the date
hereof,  in cash or  restricted  Shares of  Payor's  Common  Stock,  at the sole
election of Holder,  and at the end of each calendar year  thereafter  until the
principal balance,  together with accrued interest, is paid in full. If interest
is paid using Shares,  each Share shall have a deemed value of $2.50.  Payor may
prepay the principal  amount due at any time in whole or in part without premium
or penalty.  After the 24-month  period,  each and every  payment made to Holder
shall be credited  first to interest to that date on the then  remaining  unpaid
principal  sum, and the remainder to  principal.  All interest  shall  thereupon
cease to accrue on the principal so credited and paid to that date.

         Fifteen  (15) days prior to each  scheduled  or  unscheduled  principal
and/or  interest  payment,  Payor will  notify  Holder of: (1) the amount of the
principal  and/or  interest  payment to be made,  (2) a reminder of the right to
convert that amount and all other remaining  principal  and/or accrued  interest
amounts to Shares,  and (3) the right to convert the whole dollar amount of that
payment to an  equivalent  number of Shares shall cease upon  acceptance  of any
principal and/or interest payment.





         This  Debenture  is secured by the  general  credit of Payor,  a Nevada
corporation  established  under  the laws of the State of  Nevada.  The laws and
jurisdiction of Nevada shall apply in all respects to this Debenture.

         Payor shall be in default if Payor fails to make any  required  payment
as specified  herein.  In the event of default by Payor,  Holder may declare the
remaining   principal  and  any  accrued   interest  due  and  payable   without
presentment, demand, protest or other notice, all of which are expressly waived,
and shall have all the other rights, privileges, powers and remedies provided to
creditors by law. In such event,  Payor shall be liable for the entire principal
and interest  then due and such further  amount as shall be  sufficient to cover
the cost of collection,  including,  but not limited to,  reasonable  attorney's
fees.

         No  failure  or delay on the part of Holder in  exercising  any  right,
power or privilege hereunder shall operate as a waiver thereof, nor preclude the
exercise of any other right, power, privilege or remedy at law or in equity.

         Holder has expressly  represented and warranted to Payor that Holder is
an  "accredited  investor",   as  that  term  is  defined  under  Regulation  D,
promulgated under the Securities Act of 1933, and, at the time of any conversion
to Shares, will have to fill out separate comprehensive documentation confirming
such  "accredited  investor"  status in order to  convert  this  Debenture  into
Shares,  all  based  on a  Private  Placement  Memorandum  providing  disclosure
consistent with Regulation D and applicable  state and federal  securities laws,
rules and regulations.

                                   BV PHARMACEUTICAL, INC., a Nevada corporation


                                            By:    /s/ ART BANDENIEKS
                                                   __________________
                                            Date:  Jan 22, 2004



Acknowledged by: /s/ EH&P Investments AG
                 _______________________
                         Holder

                 January 15, 2004
                 _______________________
                        Date