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                                                                   EXHIBIT 10.32


                FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT
                          BETWEEN GENETRONICS, INC. AND
                                 GUNTER HOFMANN

         This First Amendment, effective December 14, 1999, is between
Genetronics, Inc., a California corporation having its principal place of
business at 11199 Sorrento Valley Road, San Diego, CA 92121 ("Genetronics") and
Gunter Hofmann, having an address at 3750 Riviera Drive, #6, San Diego, CA 92109
("Dr. Hofmann").

                                  I. BACKGROUND

1.1 Genetronics and Dr. Hofmann entered into a Consulting Services Agreement,
effective November 5, 1999, that set forth terms and conditions of Dr. Hofmann's
provision of consulting services to Genetronics ("Consulting Agreement").

1.2 Section 2.1 of the Consulting Agreement sets forth the Term of the
Consulting Agreement, as defined therein, which includes reference to the
natural expiration date of New Options, as defined therein.

1.3 Pursuant to a First Amendment to Agreement Concerning Termination of
Employment of Gunter Hofmann, between Genetronics and Genetronics Biomedical
Ltd. and Dr. Hofmann, effective December 14, 1999, the natural expiration date
of the New Options has been amended.

1.4 Accordingly, the parties desire to amend the Consulting Agreement to
accurately state the natural expiration date of the New Options and enter into
this First Amendment as follows:

                                 II. AMENDMENT

2.1 Section 2.1 of the Consulting Agreement is deleted in its entirety and
replaced with:

    2.1 Consultant agrees to perform consulting services, as set forth in this
    Section II, beginning as of the Effective Date and terminating upon the
    later of (i) January 6, 2001, (ii) the date of expiration or termination of
    the stock option agreement entered into by Genetronics and Consultant as of
    November 12, 1999 ("New Options"), or (iii) the date of expiration or
    termination of the last stock option agreement between Genetronics and
    Consultant in effect as of the Effective Date of this Consulting Services
    Agreement ("Existing Options") (the "Term"). The parties acknowledge that
    the New Options will naturally expire on November 11, 2009, and the latest
    natural expiration date of the Existing Options is October 19, 2003. For the
    sake of clarity, the parties acknowledge that the New



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First Amendment Consulting                                           Page 2 of 2


    Options agreement and each Existing Options agreement shall be terminated on
    the date all options granted pursuant to such agreement have been exercised.

2.2 Other than expressly stated herein, no other term or provision of the
Consulting Agreement is amended by this First Amendment.

    Agreement to the foregoing is acknowledged by the signatures below:



GUNTER A. HOFMANN                                    GENETRONICS, INC.


/s/  Gunter A. Hofmann                               /s/  Martin Nash
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Date:  May 24, 2000                                  Date:  May 24, 2000
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