Prepared by MerrillDirect







	 	SECURED PROMISSORY NOTE	EXHIBIT 10.59
	 	 	 
	$188,000

	 	February 28,
  2001

  San Francisco, California
	 	 






             FOR
VALUE RECEIVED, Shaman Pharmaceuticals, Inc., a Delaware corporation, (“Payor”)
hereby unconditionally promises to pay to Anthony Conte, a individual, or order
(“Holder”) in lawful money of the United States, at San Francisco, California,
the sum of one hundred and eighty-eight thousand dollars ($188,000), with
interest from the date hereof on the unpaid principal balance at the annual
rate of ten percent  (10%) per
annum.  The principal balance together
with all accrued interest thereon, is due and payable on or before April 1,
2001 or the earlier sale of the
collateral described in the Security Agreement described below.  There shall be no penalty for prepayment of
all or part of the principal balance.


             This
Note is the Note referred to in and is executed and delivered in connection
with that certain Security Agreement dated as of even date herewith and
executed and delivered by Payor in favor of Holder (as the same may from time
to time be amended, modified, or supplemented or restated, the “Security
Agreement”).  Additional rights of Payor
are set forth in the Security Agreement. 
The full amount of this Note is secured by the collateral identified and
described as security therefor in the Security Agreement.  Payor shall not, directly or indirectly,
create, permit, or suffer to exist, and shall defend the collateral against and
take such other action as is necessary to remove, any lien on or in the collateral,
or in any portion thereof, except as permitted pursuant to the Security
Agreement.


             Each
of the following events shall be an “Event
of Default” hereunder:


                           (a)         Payor fails to timely pay any
of the
amounts due under this Note on the date the same becomes due and payable; or


                           (b)        Payor defaults on an obligation
contained in this Note or Payor defaults under the Security Agreement;


                           Upon
the occurrence of an Event of Default hereunder, all unpaid principal, accrued
interest and other amounts owing hereunder shall, at the option of Holder be
immediately due, payable and collectible by Company pursuant to applicable
law.  Holder shall have all rights and
may exercise any remedies available to it under law, successively or
concurrently.


             Payor
waives presentment and demand for payment, notice of dishonor, protest and
notice of protest of this Note, and shall pay all costs of collection when
incurred, including, without limitation, reasonable attorneys’ fees, costs and
other expenses.


             The
right to plead any and all statutes of limitations as a defense to any demands
hereunder is hereby waived to the full extent permitted by law.


             This
Note shall be governed by, and construed and enforced in accordance with, the
laws of the State of California, excluding conflict of laws principles that
would cause the application of laws of any other jurisdiction.  Time is of the essence.





             The
provisions of this Note shall inure to the benefit of and be binding on any
successor to Payor and shall extend to any holder hereof.  Payor shall not, without the prior written
consent of holder, assign any of its rights or obligations hereunder.


             If
this Note is destroyed, lost or stolen, Payor will deliver a new note to Holder
on the same terms and conditions as this Note with a notation of the unpaid
principal balance and accrued and unpaid interest in substitution of the prior
Note.  Holder shall furnish Payor with
reasonable evidence that the Note was destroyed, lost or stolen, and any
security and indemnity that may be reasonably required by Payor in connection
with the replacement of this Note







	PAYOR:	Shaman Pharmaceuticals, Inc.
	 	 
	 	 
	 	 
	 	By:	/s/ Steven R. King


	 	 	Steven R. King
	 	 	Chief Operating Officer



 


 










SUBORDINATION AGREEMENT


 


             1.  Subordination.  For valuable consideration, the undersigned secured creditors
subordinate the security interest represented by the Security Agreement dated
January 2, 2001 (“Security Agreement”), between the undersigned and Shaman
Pharmaceuticals, Inc., a Delaware corporation (“Shaman”), to the security
interest of the Lender specified in attached Exhibit A.  (“Lender”) in connection with Lender’s
secured loan of $188,000 to Shaman.


             2.  Trust. 
Anything received or retained by the undersigned pursuant to the
Security Agreement shall be held in trust for the Lender.


             3.  Counterparts.  This Subordination Agreement (“Agreement”) may be executed in
counterparts, each of which so executed shall be deemed an original, and said
counterparts shall constitute one and the same instrument.


             4.  Miscellaneous provisions.  This Agreement shall governed by and
construe under the laws of the State of California without giving effect to
conflicts of laws principles.  This
Agreement shall bind and inure to the benefit of the respective successors and
permitted assigns of the parties.


Dated as of March 2, 2001


 


	ALCAMIN ANSTALT	 	TRADEWIND DEBT STRATEGIES FUND, LP
	 	 	 
	By:  
  /s/ Gerardo Giugni

	 	 
	Name:  
  Gerardo Giugn

	 	By:  
  /s/ Robert W. Scannell


	Title:

	 	Name:  
  Robert W. Scannel


	 	 	Title:  
  General Partner


	 	 	 
	 	 	 
	Nezam Tooloee	 	LISA A. CONTE
	 	 	 
	By:  
  /s/ Nezam Tooloee

	 	By: /s/ 
  Lisa A. Conte


	 	 	 
	 	 	 
	 	 	 
	SHAMAN PHARMACEUTICALS, INC.	 	 
	 	 	 
	By:  
  /s/ Lisa A. Conte

	 	 
	Its:  
  President and CEO