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                                                                    EXHIBIT 1.32



June 27, 2000


Dr. James Levin
5 Shaw Road
Wellesley, MA 02481

Dear Jim:

On behalf of AltaRex US, Corp. (the "Company"), I am pleased to offer Dr. James
Levin (the "Employee") the position of Vice President, Manufacturing &
Development at AltaRex US, Corp. You will report to me in this capacity.

The terms of your offer are as follows (all amounts are in U.S. dollars):

Base Salary:               $185,000.00 per annum paid in 24 equal payments,
                           commencing July 24, 2000. You will be eligible for an
                           increase on an annual basis, effective January 2001
                           (pro rata based on length of service in 2000),
                           consistent with Company policy.

Bonus:                     $25,000.00 paid on December 30, 2000, assuming you
                           are an employee in good standing at that time.

                           $10,000. 00 paid when a supply agreement (that meets
                           the requirements of commercializing of OvaRex(TM) in
                           2002/03) is signed with Lonza Biologics or another
                           third party satisfactory to the Company.

                           You will also be eligible for bonus participation on
                           an annual basis if and as established by the Board of
                           Directors, for other senior executives of the
                           Company.

Common Stock:              You will be entitled to options to purchase 250,000
                           shares of common stock of the Company, pursuant to a
                           stock option agreement to be executed by you and the
                           Company, which will provide that the exercise price
                           will be set at fair market value. These options will
                           vest one-third annually over a 3 year period, will
                           expire in ten years and can be exercised no later
                           than 90 days after any termination of employment
                           unless termination is for cause (in which case the
                           options will terminate immediately). The Board of
                           Directors has approved the stock option grant and
                           pricing of the options will be based on the market
                           price as of June 26, 2000.


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Corporate Benefits:        You are eligible for all of our employee benefits
                           offered to all other senior executives of the Company
                           immediately, except as otherwise indicated. AltaRex
                           US, Corp. will pay the premiums on your behalf for
                           family health and dental coverage. A Life Insurance
                           benefit of 1 times annual salary and Long Term
                           Disability coverage are provided through the Company.
                           An additional Life Insurance benefit of $25,000 is
                           provided through Guardian as part of the U.S. benefit
                           package. You will be eligible, after an initial 3
                           month period, for participation in the Company's 401K
                           plan that matches up to a maximum of 3% of the
                           employee's salary as a Company contribution.

Vacation:                  We will provide an annual paid vacation of four (4)
                           weeks accruing at 1.67 days per month. (Note: your
                           currently planned vacations this summer and
                           Thanksgiving are acknowledged and acceptable to the
                           Company as scheduled.)

Agreements:                As a condition of employment, you will be required to
                           sign a Non-Competition, Non-Solicitation and
                           Non-Disclosure Agreement.

Severance Compensation:    You understand that your employment with the Company
                           is at will which means you or the Company may end the
                           employee relationship with or without notice, In the
                           event that your employment is terminated by the
                           Company for any reason other than just cause, the
                           Company shall in exchange for a release of claims
                           from you, which you may have against it as documented
                           to the satisfaction of the Company, provide the
                           salary continuation for one year. Just cause for
                           termination shall be deemed to exist upon (a) good
                           faith finding by the Company of your failure to
                           follow reasonable and lawful directions of senior
                           officers of the Company, dishonesty, gross negligence
                           or willful misconduct, or (b) conviction or the entry
                           of a pleading of guilty or nolo contenders, to any
                           crime involving moral turpitude or any felony.

                           Should the Company fail to secure a commitment for
                           additional financing by September 30, 2000, or except
                           as extended as mutually agreed by the employee and
                           the Company, you may at your sole and absolute
                           discretion, terminate your employment with the
                           Company and you will receive salary continuation as
                           outlined in the preceding paragraph.

Other:                     The Company acknowledges that Dr. Levin is a Board
                           Certified Veterinarian and has continuing education
                           obligations to maintain his active status as a
                           licensed veterinarian and as an ACLAM diplomats.
                           Consequently, the Company will endeavor to allow Dr.
                           Levin to participate in meetings and activities,



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                           which fulfill these obligations and will support his
                           participation in meetings and activities as
                           reasonable business activities and expenses (subject
                           to Company policy for expense reimbursement), subject
                           to the requirements of the Company's business.



This offer letter and your acceptance thereof fully constitute the entire
agreement of your new appointment. All other terms and conditions of employment
not mentioned herein shall be consistent with AltaRex's corporate policies with
respect to senior executives of the Company.

We look forward to your joining the growing and dynamic team at AltaRex. Please
sign and return a copy of this agreement to my office as soon as possible.

Sincerely,

/s/ Peter C. Gonze

Peter C. Gonze
Senior Vice President, Operations


Acknowledged and Accepted this 27th day of June, 2000.

/s/ James Levin

James Levin