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                                                                    Exhibit 1.19


June 3, 1999



Dr. Antoine Noujaim
58 Wilkin Road
Edmonton, Alberta
T6M 2K4

Dear Tony:

Re:  AMENDMENT TO EMPLOYMENT CONTRACT BETWEEN DR. ANTOINE NOUJAIM ("DR.
     NOUJAIM") AND ALTAREX CORP. (THE "COMPANY")


This letter serves as an amendment to your Employment Contract (the "Contract")
dated January 1, 1996 with the Company. Contract shall be amended as follows:

1.   Section 2.01 of the Contract is hereby amended to provide that you shall be
     employed by the Company in the positions of Chairman of the Board and Chief
     Scientific Officer (and not President). Subject to Section 2.03, the
     following are functions that you are responsible for as Chairman of the
     Board and Chief Scientific Officer:

     CHAIRMAN OF THE BOARD
     As Chairman of the Board of Directors, you are responsible for the normal
     duties of a Chairman of a public company, including ensuring the
     effectiveness of the process the Board follows and the quality of
     information provided to the Board by management, recruiting and orienting
     new members of the Board as necessary, maintaining contact with all members
     of the Board during the year and evaluating the performance of the Board.

     CHIEF SCIENTIFIC OFFICER
     As Chief Scientific Officer of the Company, you are responsible for the
     strategic planning of the discovery activities of the Company. Reporting to
     the Chief Executive Officer, you will provide expertise and mentoring to
     key members of the management team, particularly the VP of Canadian
     Discovery Operations, regarding the focus and conduct of research
     initiatives. You will work closely with the senior management team to agree
     on the focus of research initiatives and ultimately obtain the approval for
     such initiatives from the Chief Executive Officer. The VP of Canadian
     Discovery Operations, while also reporting to the CEO, will also be
     responsible for obtaining your concurrence on overall scientific direction
     of the Company before proceeding.

2.   Section 2.02 of the Contract is deleted in its entirety and the following
     section is inserted in lieu thereof:

     "2.02. Subject to Article VIII below, the term of the Employee's employment
     hereunder shall continue until December 31, 2001, provided that if both
     parties shall agree, the term shall be extended for additional one year
     terms upon the expiration of the applicable term."


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3.   Section 3.01 of the Contract is hereby amended to provide that the Company
     shall pay you a salary of Cdn $220,000 per annum, retroactive to January 1,
     1999, payable in equal installments on the last day of each month, from May
     1, 1999 through the expiration or termination of the employment term.

4.   Section 8.03 of the Contract is hereby deleted in its entirety and the
     following section is inserted in lieu thereof:

     "If the Employee is terminated at any time during the term of this
     Agreement (other than in the event of a Termination Event), then the
     Employee shall be entitled to severance payments at a monthly rate equal to
     1/12 of the annual base salary to which the Employee was entitled to
     receive hereunder on the effective date of termination for a period ending
     on the later of (a) December 31, 2001 and (b) the first anniversary of the
     effective date of termination. Notwithstanding the foregoing, in the event
     that you breach any provision of Article V (Confidential Information),
     Article VI (Inventions, Ideas, Discoveries and Works) or Article VII
     (Non-Competition) of the contract at any time during the period during
     which the Company is making severance payments to you under this Agreement,
     the Company's obligation to make, and your entitlement to receive, such
     severance payments under this Agreement shall terminate immediately upon
     such breach."

All other terms of the contract remain in full force and effect.

We trust that you will find the above terms satisfactory. If you have any
questions, please contact either myself or Ed Fitzgerald.

Sincerely,


 /s/ Richard E. Bagley
-----------------------------------
Richard E. Bagley
President & Chief Executive Officer



The parties hereto have executed this agreement as of the 3rd day of
June, 1999.



                                            AltaRex Corp.

 /s/ Antoine Noujaim                         /s/ Richard E. Bagley
---------------------------------           ----------------------------------
Dr. Antoine Noujaim                         Richard E. Bagley
Chairman of the Board & Chief               President & Chief Executive Officer
  Scientific Officer


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Dr. Antoine Noujaim
58 Wilkin Road
Edmonton, Alberta
T6M 2K4

Dear Tony:

RE: AMENDMENT TO THE TERMS OF YOUR EMPLOYMENT AS SET OUT IN THE LETTER DATED
JANUARY 1, 1996 (THE "LETTER AGREEMENT") AND THE AMENDMENT DATED JUNE 3, 1999


This letter serves as an amendment to the terms of your employment as set out in
the Letter Agreement as amended. Provisions for severance compensation as stated
in the June 3, 1999 amendment (paragraph 4) are further amended by deleting the
first sentence of such amended provision and inserting the following sentence:

     If the Employee is terminated at any time during the term of this Agreement
     (other than in the event of a Termination Event), then the Employee shall
     be entitled to severance payments at a monthly rate equal to 1/12 of the
     annual base salary to which the Employee was entitled to receive hereunder
     on the effective date of termination for a period ending on the first
     anniversary of the effective date of termination.

All other terms of your employment as set out in the Letter Agreement and
Amendments remain in full force and effect.

Please confirm that you are in agreement with the foregoing by signing below. If
you have any questions, please contact me.

Sincerely,


 /s/ Richard E. Bagley
-------------------------
Richard E. Bagley
President & CEO

The parties hereto have executed this agreement of the 22nd day of December,
1999.

                                             AltaRex Corp.

 /s/ Antoine Noujaim                          /s/ Richard E. Bagley
---------------------------------            ------------------------------
Dr. Antoine Noujaim                          Richard E. Bagley
Chairman of the Board & Chief                President & Chief Executive Officer
  Scientific Officer