Prepared by MerrillDirect





EXHIBIT
10.62


March
14, 2001


 




	Thomas
  F. White	Via Fax: (650) 873-8367
	Senior
  Vice President	 
	Shaman
  Pharmaceuticals, Inc.	 
	213
  E. Grand Avenue	 
	South
  San Francisco, CA  94080-4812	 






Dear
Mr. White:


This
letter shall serve as a proposal (hereinafter referred to as “Agreement”) by
Sutter Securities Incorporated (“Sutter” or the “Consultant”) to act as the
exclusive financial advisor to Shaman Pharmaceuticals, Inc. and its affiliates,
divisions and subsidiaries, (collectively the “Company”) to assist the Company
in the sale of certain assets identified by the Company and outlined in
Schedule A attached, including the Company’s net operating losses, whether such
sale be in the form of a merger, acquisition, joint venture or other type of
consolidation, and whether such proceeds be in the form of cash, equity, debt,
or otherwise, all or any of which are called a “Transaction.”


Sutter
and the Company hereby covenant and agree as follows:


1.          The Company retains the services of
Sutter as an independent contractor to assist in the preparation of a plan and
strategy to seek out a Transaction.


2.          Sutter will, as requested, provide
some or all of the following services to the Company:


	  a)	Assist
  the Company in identifying qualified candidates for a Transaction including
  those already identified by the Company, its officers, directors and
  representatives (the “Prospects”).
	 	 
	  b)	Review
  data as it relates to finances and other areas pertinent to this Agreement.
	 	 
	  c)	Assist
  the Company in preparing information to be made available to potential
  Prospects approved in advance by the Company.
	 	 
	  d)	Counsel
  the Company as to the price, terms, strategy and tactics of a Transaction.
	 	 
	  e)	Assist
  the Company in contacting and negotiating with existing and future Prospects
  as requested.
	 	 
	  f)	Attend
  meetings of the Company with Prospects as reasonably requested by the
  Company.




3.         The Company agrees to furnish Sutter
with financial, and other information (“Information”’) appropriate to this
Agreement.  To the best of the Company’s
knowledge, the Information will be complete and correct.  Sutter will be relying on the Information
provided by the Company and its accountants, bankers, and other agents, and
Sutter does not assume responsibility for its accuracy and completeness.  Sutter will not independently verify
Information provided to it.


4.          Sutter agrees to maintain the
confidentiality of Information provided by the Company not already publicly
released.  Upon request by the Company,
Sutter will obtain a signed non-disclosure agreement from the Prospects prior
to disclosing information not publicly available.  However, it is understood and agreed that Sutter shall have the
right to discuss matters pertaining to the Company’s business and Sutter’s
assignment with Prospects and with the Company’s bankers, accountants,
attorneys, and other agents.


5.          The Consultant agrees to commence work
under this Agreement beginning upon approval by the Bankruptcy Court.  This Agreement may be terminated by either
the Company or the Consultant upon 30 days written notice subject to the other
terms and conditions of this Agreement. 
Any fees or expenses which the Company is obligated to pay prior to the
effective termination date shall be payable notwithstanding such termination.


6.          Upon approval of the Agreement by the
Bankruptcy Court, the Company agrees to compensate Sutter for its services with
a one-time retainer of $10,000.  The
amount of this retainer will be deducted from any earned success fees due
Sutter from closure of a Transaction. 
In addition, Sutter shall receive an hourly fee of $300 plus
reimbursement for all reasonable out-of-pocket expenses, including travel,
telephone, express mail, fax, copying, etc. 
Sutter will maintain and review, in the first week of each month, with
the Company an itemized log of time and expenses. Consultant agrees to notify
Shaman and gain written approval in advance of exceeding $12,000 in hourly fees
during any given month. Sutter shall invoice the Company monthly and Company
agrees to make payment within 30 days of receipt of invoice.





7.          In addition to the retainer and hourly
fees, for each Transaction between the Company and a Prospect identified,
contacted or introduced by Sutter, or with whom negotiations were held by
Sutter or the Company during the term of this Agreement and which closes during
the term of this Agreement or within 12 months after its termination, the
Company will pay, or cause to be paid to Sutter, in cash at each initial
closing (or subsequent closing or defined event) a success fee equal to the
following percentages of the value of the Total Consideration received
or to be received by the Company, its shareholders, or its creditors  in the Transaction(s):




5% of the first
$1,000,000 of Consideration plus,

4% of the second $1,000,000 of Consideration plus,

3% of the third $1,000,000 of Consideration plus,

2% of the fourth $1,000,000 plus,

1% of all remaining Consideration.



             Total Consideration shall include
the fair market value of all cash and securities received or exchanged for
assets and/or securities of a Prospect (or a new entity formed with a
Prospect), all debt assumed, all contingent payments, all consulting fees in
excess of 10% of the Total Consideration (before inclusion of the contingency
fees), and payment for any non-competition agreements received from a Prospect,
its shareholders, or owners as a result of a Transaction.  Total Consideration does not include
compensation from employment contracts.


8.          Sutter’s services are provided to the
Company on an advisory basis only.  All
negotiations and final decisions shall be held and made by the Company, its
officers, directors and/or shareholders subject to the terms and conditions set
forth by the Bankruptcy Court.  Sutter
has no independent authority to make or implement such decisions or conduct
negotiations.  Sutter shall not provide
legal or accounting services under this agreement.


9.          The Company agrees that it will
indemnify and hold harmless Sutter, its directors, employees, agents, and
controlling persons (each being an “Indemnified Party”) from and against any
and all losses, claims, damages, liabilities, and expenses, joint or several
(including all reasonable fees of counsel and other expenses incurred by an
Indemnified Party in connection with the preparation for, or defense of, any
claim, action or proceeding, whether or not resulting in any liability brought
by the Company), to which such Indemnified Party may become subject under any
applicable federal or state law, or otherwise, caused by or arising out of (i)
any untrue statement or alleged untrue statement of a material fact contained
in the Information or the omission or the alleged omission to state therein a
material fact necessary in order to make the statements therein not misleading
in light of the circumstances under which they were made; (ii) any Transaction
contemplated by this agreement, or (iii) Sutter’s performing the services
contemplated thereunder, except that the Company will not be liable under
clause (iii) hereof to the extent that any loss, claim damage, liability or
expense if found in a final judgement by a court to have resulted from Sutter’s
negligence or bad faith.  If any action,
suit, proceeding or investigation is commenced, as to which Sutter proposes to
demand indemnification, Sutter shall promptly notify the Company, and have the
right to retain its own counsel at Company expense.  The Company shall be liable for any judgement (subject to (iii)
above) or settlement of any claim against Sutter, and, in the case of
settlement, obtain for Sutter an unconditional release from liability in
respect of such claim.


10.        Any dispute arising under the Agreement
shall be determined by the United States Bankruptcy Court, Northern District of
California.


11.        This Agreement shall be governed and
construed in accordance with the laws of the State of California.





If
the above correctly states our agreement, please sign and return one copy.  Thank you.




	Agreed By:	Sincerely,
	 	 
	Shaman
  Pharmaceuticals, Inc.	SUTTER SECURITIES
  INCORPORATED
	 	 
	 	 
	By:	/s/ Thomas F. White

	 	 
	 	By:	/s/ Fredric Selinger


	 	Senior Vice President

	 	Fredric Selinger

  Senior Managing Director
	 	         (Title)
	Date:	March 19, 2001

	 
	 	 
	FS:em	 






 


 


Schedule
A:  Shaman Assets Identified for Sale




	Asset
  1:	The
  public shell of Shaman Pharmaceuticals, Inc.
	Asset
  2:	Shaman’s
  Net Operating Losses
	Asset
  3:	Any
  other available assets as determined during the course of business by Shaman,
  the Company and communicated in writing to Sutter.