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                                                                 Exhibit 10.32

                  NONCOMPETITION AND NONSOLICITATION AGREEMENT

         THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this "Agreement") is
entered into as of ______, 2001 by and among Endorex Corporation, a Delaware
corporation located at 28101 Ballard Drive, Suite F, Lake Forest, IL 60045 (the
"Company"), and Steve H. Kanzer, an individual with an address at 300 South
Point South Point Drive, Apartment 3501, Miami Beach, Florida 33139 ("Officer")
and, for purposes of Section 1.4 of this Agreement only, Corporate Technology
Development, Inc. ("CTD"). In consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

                                    RECITALS

                  A. The Company, Roadrunner Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and
CTD, have entered into an Agreement and Plan of Merger and Reorganization, dated
as of _____________, 2001 (the "Merger Agreement"), which provides for, upon the
terms and subject to the conditions set forth therein, a business combination
between the Company and CTD by means of a merger of Merger Sub with and into CTD
(the "Merger"), with CTD thereby becoming a wholly-owned subsidiary of the
Company.

                  B. Officer is an officer, director and security holder of CTD
and will receive substantial consideration in the Merger, including receipt of
shares of, and options exercisable for, common stock of the Company in exchange
for shares of, and options exercisable for, capital stock of CTD.

                  C. Officer's employment by, or other association with, a
competitor to the Company would substantially benefit that competitor and would
correspondingly harm the Company and reduce the value received by the Company in
the Merger.

                  D. Parent and Merger Sub are willing to enter into the Merger
Agreement only upon the condition that the Officer enter into this Agreement.

                  E. In order to induce Parent and Merger Sub to enter into the
Merger Agreement, Officer is willing to enter into this agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

1.       CONFIDENTIALITY AND INVENTIONS

         1.1.     Officer agrees that Officer will not, directly or indirectly,
                  use or disclose to any person, firm or corporation, any
                  confidential information, trade secrets, technical data and
                  know-how of the Company, including but not limited to
                  information relating to customer lists, customer contact
                  information, marketing materials,

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                  pricing information, financial information, employee
                  information, business practices, any other information of
                  the Company not generally known to the public, or the
                  products, research, development, processes, methods and
                  equipment of the Company and its subsidiaries, including
                  CTD and its subsidiaries ("Proprietary Information"),
                  without the prior written consent of the Company.
                  Proprietary Information does not, however, include
                  information that is or becomes generally available in the
                  pharmaceuticals industry other than by breach of this
                  Agreement by Officer.

         1.2.     Officer agrees that any and all inventions, discoveries,
                  improvements, processes, compounds, or formulae
                  (collectively "Inventions"), whether or not patentable or
                  registerable under patent, copyright, or similar statutes,
                  that were made, conceived, discovered or acquired by
                  Officer, solely or jointly with others, in the course of
                  performing services for or acting as an employee or officer
                  of the Company, CTD or any of their subsidiaries, or which
                  result from the use of premises owned, leased, or
                  contracted by CTD, the Company or any of their subsidiaries
                  and which may be used or useful in or relate to the
                  business of the Company and its subsidiaries, including CTD
                  and its subsidiaries, shall be the property of the Company.
                  Officer hereby assigns to the Company all of Officer's
                  right, title and interest in and to any such Inventions,
                  including, without limitation, all Inventions discovered or
                  acquired by Officer during or in connection with his
                  employment by CTD or any of its subsidiaries. Without
                  limiting the foregoing, Officer further acknowledges that
                  all original works of authorship by Officer, whether
                  created alone or jointly with others, which are protectable
                  by copyright, are "works made for hire" within the meaning
                  of the United States Copyright Act, 17 U.S.C. Section 101,
                  as amended, and the copyright of which shall be owned
                  solely, completely and exclusively by the Company. If any
                  Invention is considered to be work not included in the
                  categories of work covered by the United States Copyright
                  Act, 17 U.S.C. Section 101, as amended, such work is hereby
                  assigned or transferred completely and exclusively to the
                  Company. Any assignment of copyright hereunder includes all
                  rights of paternity, integrity, disclosure and withdrawal
                  and any other rights that may be known as or referred to as
                  "moral rights" (collectively "Moral Rights"). To the extent
                  such Moral Rights cannot be assigned under applicable law
                  and to the extent the following is allowed by the laws in
                  the various countries where Moral Rights exist, Officer
                  hereby waives such Moral Rights and consents to any action
                  of the Company that would violate such Moral Rights in the
                  absence of such consent. Officer agrees to confirm any such
                  waivers and consents from time to time as may be reasonably
                  requested by the Company.

         1.3.     Officer shall, as requested by the Company at any time and
                  from time to time, execute and deliver to the Company any
                  instruments deemed necessary by the Company to effect
                  disclosure and assignment of the Inventions to it or to
                  persons designated by it and shall cooperate with the Company
                  as may be reasonably required with regard to, and shall
                  execute and deliver to the Company, any patent, copyright or
                  trademark applications (United States or foreign) and renewals
                  with respect thereto, including any other instruments deemed
                  necessary by the


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                  Company for the prosecution of such patent,
                  copyright or trademark application or the acquisition of
                  letters patent. Officer's obligation to assist the Company in
                  obtaining and enforcing patents, copyrights or trademarks for
                  such Inventions in any and all countries shall continue beyond
                  the termination of this Agreement, but the Company shall
                  compensate Officer at a rate of two hundred and fifty dollars
                  ($250) per hour after such termination for time actually spent
                  at the Company's request on such assistance. In the event the
                  Company is unable, after reasonable effort, to secure the
                  signature of Officer on any document or documents needed to
                  apply for or prosecute any patent, copyright or to other right
                  or protection relating to an Invention, whether because of
                  physical or mental incapacity or for any other reason
                  whatsoever, Officer hereby irrevocably designates and appoints
                  the Company and its duly authorized agents as agent and
                  attorney-in-fact, to act for and on behalf of Officer to
                  execute and file any such application or applications and to
                  do all other lawfully permitted acts to further prosecution
                  and issuance of patents, copyrights or other similar
                  protection thereon with the same legal force and effect as if
                  executed by Officer

         1.4.     The parties hereto hereby agree and acknowledge that the
                  Employment Agreement by and among Officer and CTD, dated as of
                  December 14, 1998 (the "CTD Employment Agreement") is
                  terminated as of the date hereof and Officer hereby
                  specifically waives the provisions and the rights set forth in
                  Sections 3 and 7 of the CTD Employment Agreement, including,
                  but not limited to, any payments related to termination of
                  Officer's employment with CTD, bonuses, milestone payments or
                  carried interest in licenses, technologies or acquisitions by
                  CTD or any subsidiaries of CTD. Officer hereby resigns from
                  any and all positions held by Officer within CTD or any
                  subsidiaries of CTD and acknowledges and agrees that other
                  than as provided in Section 1.6(h) of the Merger Agreement, no
                  obligations or amounts are owed to Officer (whether in cash,
                  equity or otherwise) under the CTD Employment Agreement or
                  pursuant to any other agreement, understanding or arrangement
                  under which CTD or any subsidiaries of CTD would be so
                  obligated.

2.       RESTRICTIVE COVENANTS

         2.1.     For a period of one (1) year from the date hereof, Officer
                  will not, directly or indirectly, (i) engage in; (ii) have any
                  interest in any person, firm, or corporation (except an
                  interest that is less than five percent (5%) of the
                  outstanding stock of a publicly traded corporation) that
                  engages in; or (iii) perform any services for any person,
                  firm, or corporation that engages in the development, research
                  relating to, manufacture, processing, marketing, distribution,
                  or sale of (a) orally delivered corticosteroids for the
                  treatment of Graft Versus Host Disease, Crohns Disease,
                  ulcerative colitis, or any other related gastrointestinal
                  disorder(s), (b) orally delivered solutions of Azathioprine,
                  or analogs thereof for the supression of the immune system or
                  any part thereof, including the uses that as of the date
                  hereof are approved by the U.S. Food and Drug Administration,
                  (c) imidazole-like compounds or analogs thereof for the
                  treatment of dry eye syndrome or blepharitis, (d) the Allergan
                  BoTox(R) program, (e) polymer based drug delivery


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                  technologies for the rapid dissolution into suspension of
                  normal and controlled release drugs in tablet form,
                  including the UM Technology, (f) oral and nasal delivery of
                  proteins, or peptides utilizing lipid-based,
                  liposomal-based or polymer-based technologies, (g) delivery
                  of iron chelating compound(s) via an ambulatory,
                  subcutaneous, micro-injection pump device, or (h) muramyl
                  dipeptide immunomodulators for treatment of cancers or
                  infectious diseases.

         2.2.     For a period of one (1) year from the date hereof, Officer
                  will not, directly or indirectly, solicit business from any of
                  the clients or customers of the Company or any of its
                  subsidiaries, including CTD and its subsidiaries.

         2.3.     For a period of one (1) year from the date hereof, Officer
                  will not, directly or indirectly, employ, solicit for
                  employment, or advise or recommend to any other person that
                  they employ or solicit for employment, any employee of the
                  Company or any of its subsidiaries.

         2.4.     Officer represents that his experience and capabilities are
                  such that the provisions of this Section 2 will not prevent
                  him from earning a livelihood.

         2.5.     On condition that he otherwise complies with the terms of this
                  Agreement, including without limitation the restrictive
                  covenants contained within this Section 2, the Officer may at
                  any time contact and do business with any person or entity
                  that the Officer had dealings with in his capacity as an
                  employee of CTD.

3.       NO CONFLICT WITH OR BREACH OF OTHER AGREEMENTS.

         3.1.     Officer hereby represents, warrants and covenants that (a)
                  Officer is not party to any agreement, contract, arrangement
                  or understanding that prohibits or purports to prohibit
                  Officer from entering into this Agreement and performing
                  duties hereunder, and (b) the execution, delivery and
                  performance by Officer of this Agreement will not constitute a
                  breach of or default under any agreement, contract,
                  arrangement or understanding to which Officer is a party or
                  which is or purports to be binding upon Officer.

4.       MISCELLANEOUS

         4.1.     This Agreement shall be binding upon and for the benefit of
                  the parties hereto and their respective heirs, executors,
                  administrators, successors, devisees and assigns; provided,
                  however, that Officer may not assign rights or delegate duties
                  under this Agreement without the prior written consent of the
                  Company and that any attempt by Officer to do so without such
                  consent shall be void.

         4.2.     This Agreement contains the entire understanding and agreement
                  of the parties with respect to the relationship between the
                  Company and Officer (other than as a security holder and board
                  member of the Company), and it may not be altered, amended,
                  modified or otherwise changed in any respect whatsoever except
                  by a writing duly executed by the parties hereto.


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         4.3.     This document may be executed in any number of counterparts,
                  each of which shall be deemed to be an original and shall
                  fully bind each party who has executed it, but all such
                  counterparts together shall constitute one and the same
                  agreement.

         4.4.     No failure or delay on the part of any party hereto in
                  exercising any right, power or remedy hereunder shall operate
                  as a waiver thereof. The Company shall have the right to
                  enforce this Agreement and any of its provisions by
                  injunction, specific performance or other equitable relief,
                  without bond and without prejudice to any other rights and
                  remedies that the Company may have for the breach of this
                  Agreement.

         4.5.     The parties agree that it is not their intention for this
                  Agreement to violate any public policy or statutory or common
                  law. The parties intend that the provisions of this Agreement
                  be enforced to the fullest extent permissible under the laws
                  and public policies in the jurisdiction in which enforcement
                  is sought. The parties intend that the noncompetition and
                  nonsolicitation provisions contained in Section 2 be construed
                  as a series of separate covenants by Officer. Accordingly, to
                  the extent that any provisions hereunder shall be adjudicated
                  to be invalid or unenforceable in any jurisdiction in which
                  they apply, such provisions and such provisions only shall be
                  deemed amended or reformed to the minimum extent necessary in
                  order for the provisions to be valid and enforceable.

         4.6.     This Agreement shall be construed and enforced pursuant to the
                  laws of the State of Illinois, without giving effect to
                  conflict of law principals.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                              Endorex Corporation:
                                                        -----------------------
                                                        Name:  Michael S. Rosen
                                                        Title:  President



                              Officer:
                                                        -----------------------
                                                        Steve H. Kanzer



         IN WITNESS WHEREOF, CTD has executed this Agreement for the purposes of
Section 1.4 hereof as of the day and year first above written.

                              Corporate Technology
                              Development, Inc.:
                                                        -----------------------
                                                        Name:
                                                        Title:








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