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                                                                    EXHIBIT 4.32



                              LETTER OF APPOINTMENT



21st February 2001


Michael Peagram
Bletchingdon Park
Bletchingdon
Oxfordshire
OX5 3DW


Dear Michael

              ENACT PHARMA PLC (THE "COMPANY") AND YOUR APPOINTMENT
                           TO THE BOARD AS A DIRECTOR

My colleagues and I are pleased to hear that you have accepted our invitation to
join the Company as Chairman of the Board.

DUTIES

The Company shall engage you and you shall serve the Company on the terms of
this agreement (the "APPOINTMENT"). The Appointment shall continue until
terminated by either party giving the other not less than 6 months' prior
written notice. You will be required to attend all Board meetings of the
Company.

You should bear in mind that the liabilities and obligations of directors of
listed companies are more onerous and more rigorously enforced than those
relating to private companies. In common with the rest of the board, you will be
required to comply with the terms of the Stock Exchange Model Code for
transactions by directors of listed companies and specifically with any insider
dealing rules adopted by the Company from time to time.

DIRECTOR'S FEES

The fee is currently L24,000 per annum and will be subject to PAYE and
other statutory deductions where appropriate.

EXPENSES

The Company will reimburse you for any expenses that you may incur properly and
reasonably in performing your duties.


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OTHER INTERESTS

Other than set out in Schedule 1 to this agreement or as agreed with the Board
you shall not without the prior written consent of the Board during the
continuance of this agreement be concerned, engaged or interested either
directly or indirectly in any capacity in any other trade, business or
employment which is in competition with the business of the Company in the Field
as may be agreed with the Board provided that (other than any shares held in the
Company) you shall be permitted to hold not more than 3% of any class of shares
or debentures or other securities (other than shares, debentures or other
securities of the Company) which are quoted or dealt on the London Stock
Exchange or the Alternative Investment Market or any other recognised investment
exchange (as defined in section 207 of the Financial Services Act 1986) or
enterprise investment scheme or similar fund.

SECRECY

You shall not, except as authorised or required by his duties or obliged by law,
reveal to any person or use for you own purposes or for any purposes other than
those of the Company any of the trade secrets, secret or confidential
operations, processes or dealings or any information concerning the
organisation, prospective business, business methods, systems or affairs,
finances, transactions or affairs of any company in the Company, or any similar
information in relation to any customer or supplier of the Company, which may
come to your knowledge during and as a result of your employment and shall keep
with complete secrecy all confidential information entrusted to you and shall
not use or attempt to use any such information in any manner which may injure or
cause loss either directly or indirectly to the Company or their respective
businesses or may be likely so to do. This restriction shall continue to apply
to information or knowledge which is ordered to be disclosed by a Court of
competent jurisdiction or otherwise required to be disclosed by law.


The Company looks forward to working with you in the future.


Yours sincerely


/s/ illegible
-----------------------------------



For and on behalf of Enact Pharma Plc
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                                   SCHEDULE 1
                                OUTSIDE INTERESTS


<TABLE>
<CAPTION>
CURRENT DIRECTORSHIPS                                  APPOINTED

<S>                                                    <C>
Yule Catto and Co plc                                  9.2.1998
Valentia Air Ltd                                       9.7.1998
CMS Chemical Holdings Limited                         14.7.1998
Czech, Moravian and Slovak Chemicals Ltd              14.7.1998
Rinvol Ltd                                            12.3.1999
CRC Group PLC                                         27.5.1999
Shoplan UK Limited                                    11.8.1999
Stramar Industries Ltd                                11.8.1999
Magdalen College School Oxford Limited                01.4.1999
Alpha Eximport Ltd                                   19.10.2000
MCS Asset Management Ltd                             29.11.20OO
</TABLE>