ADVERTISING PRODUCTION AGREEMENT


This ADVERTISING  PRODUCTION AGREEMENT is dated as April 25, 2000 and is between
TRICOM PICTURES & PRODUCTION  CO., INC., 2001 W. Sample Road,  Pompano Beach, FL
33064,  a Florida  corporation,  and  SHAMAN  PHARMACEUTICALS,  INC.,  213 Grand
Avenue, South San Francisco, CA 94080, a Delaware corporation.


                                   Background


A.  TRICOM  PICTURES  is in the  business  of  developing  and  producing  video
television advertisements, including infomercials, spots, and promos.


B. SHAMAN is in the  business  of, among other  things,  worldwide  advertising,
marketing and distribution of consumer products  including  dietary  supplements
via television,  radio and print media, telemarketing,  credit card syndication,
direct mail, catalog, etc.


C. The parties wish to set forth in this  Agreement  the terms upon which TRICOM
PICTURES  will produce an  infomercial  and offer video  advertisements  for IBS
related  Supplements  which SHAMAN has developed and  manufactured  and shall be
referred to as (the  "Product"),  which may include specific stock keeping units
(SKU) of NORMAL STOOL FORMULA AND/OR NORMAL STOOL FORMULA  BUNDLED IN A KIT WITH
OTHER RELATED PRODUCTS.


NOW,  THEREFORE,  in  consideration  of the mutual promises and undertakings set
forth herein,  and  intending to be legally  bound hereby,  the parties agree as
follows:


                                  Exclusivity.


1.1  SHAMAN  agrees  that it will work  exclusively  with  TRICOM  PICTURES  for
production  of any  infomercials  for the "Product"  including  the  infomercial
itself, television advertisements or TV spots supporting the infomercial and the
"Product" sold on the infomercial,  TV promos supporting the infomercial and the
"Product"  sold on the  infomercial  or any  other  call to  action  spots  that
provides the customer an avenue to purchase the products directly from SHAMAN or
its  fulfillment   agent,   providing  TRICOM  PICTURES  meets  the  performance
requirements contained herein. For the purpose of this agreement, the definition
of a "call to action  spot" will be defined  as a TV spot that  contains  one or
more telephone  numbers  and/or the SHAMAN web site address where  consumers can
purchase the "Product" directly from SHAMAN or its fulfillment agent.



2. Production of Programs


2.1 Generally.  TRICOM PICTURES shall produce and edit a television  infomercial
of approximately 30 minutes in length and "spot"  television  advertisements  as
SHAMAN may direct (collectively,  the "Programs"),  each of which will describe,
display and promote the  benefits to be derived  from the use of the Product and
offer the Product for sale to the general public. Tricom pictures will edit a 90
second VNR out of the footage obtained for the infomercial.



2.2  Production Schedule

A) Generally.  Prior to commencing  work on the Programs,  TRICOM PICTURES shall
prepare and submit to SHAMAN a detailed production schedule with respect thereto
(the  "Production  Schedule").  The Production  Schedule shall include,  without
limitation, the following information with respect to the Programs:


B) Timetable.  The projected timetable for all phases of creation and production
of the Programs,  including  scripting,  filming and editing,  client review and
approvals;


C) Approval.  The Production  Schedule  shall be subject to written  approval by
SHAMAN.  The  Production  Schedule may be revised from time to time,  subject to
written  approval of each  revision by SHAMAN.  Notwithstanding  the  foregoing,
SHAMAN  shall be deemed to have  approved a  Production  Schedule (or a revision
thereto) if SHAMAN shall not have  objected  thereto  within five (5) days after
SHAMAN's receipt thereof.


D) Scripting.  TRICOM  PICTURES  shall write or cause to be written a script for
the Program.  Prior to commencement of shooting of the Program,  TRICOM PICTURES
shall submit the script  thereof to SHAMAN for its  approval.  In the event that
SHAMAN does not approve any script submitted by TRICOM PICTURES,  SHAMAN may, in
its discretion,  (i) require TRICOM PICTURES to revise such script,  (ii) revise
such script itself, (iii) engage a third party to revise such script.


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2.3 Talent. TRICOM PICTURES shall be responsible for the selection and direction
of  actors  and other  persons  who are to  appear  in each  Program  ("Talent")
Engagement  by TRICOM  PICTURES of Talent for each  Program  shall be subject to
prior written approval by SHAMAN.


2.4 Testimonials. TRICOM PICTURES shall, at the direction of SHAMAN, and may, in
all  other  Cases in  which  TRICOM  PICTURES  so  elects  and  SHAMAN  concurs,
incorporate into any Program testimonials of users of the Products. In each such
case,  TRICOM PICTURES shall be responsible for  coordinating  the attendance of
all persons providing such testimonials at such location(s) as the parties shall
determine  for purposes of filming,  taping and/or  photographing.  The costs of
incorporating   such   testimonials  into  the  Programs   (including,   without
limitation,  the costs of all such  filming,  taping and  photographing  and the
reasonable travel costs incurred by the providers of such  testimonials),  shall
be paid by  Tricom.  Tricom  shall  have  the  authority  to  offer  individuals
providing  testimonials free "Product" to meet their personal needs for a period
of up to one year from the time of production.


2.5  Production.

(a) Generally.  TRICOM  PICTURES shall, be responsible for the production of the
Programs.  TRICOM  PICTURES may engage the  services of an  executive  producer,
scriptwriters and all other necessary  creative and technical  personnel as long
as there is no additional cost to SHAMAN.

(b)  Pre-production  Outline.  Not less  than ten (10)  days  before  the  first
scheduled day of shooting of the Programs,  TRICOM PICTURES shall provide SHAMAN
with a  pre-production  outline  thereof  (the  "Pre-production  Outline").  The
Pre-production Outline shall contain a summary of the storyline,  script and all
Product demonstrations and Video Production Enhancements (as defined below) then
proposed  to be  included  in the  Program.  SHAMAN  shall  promptly  review the
Pre-production  Outline  and shall have the right of  approval  of all  elements
thereof. For purposes of this Agreement,  "Video Production  Enhancements" shall
mean  video  production  techniques  which  are  used  to  amplify,   emphasize,
accelerate,  clarify or otherwise portray (i) an actual event in a fashion other
than as occurs in nature,  or (ii) a Product or its  properties,  attributes  or
capabilities.   Examples  of  Video  Production  Enhancements  include  (without
limitation) taping in controlled  lighting conditions or from specially selected
angles,  accelerating  the speed of an event,  amplifying the sound of an event,
using an artificial  aid to reproduce an event which occurs in nature but is not
susceptible  of depiction in a studio  environment,  and altering in any way the
natural or customary  state or  properties  of any object used to  demonstrate a
Product.

(c) Final Outline. Not less than five (5) days before the first scheduled day of
shooting of the Programs,  TRICOM  PICTURES  shall  provide  SHAMAN with a final
outline  thereof (the "Final  Outline").  The Final Outline shall consist of the
Pre-production  Outline as it may have been  modified and shall detail all stage
directions,   props,  staging  techniques,   Product  demonstrations  and  Video
Production  Enhancements  proposed  to be used  in the  Programs.  SHAMAN  shall
promptly  review the Final  Outline  and shall have the right of approval of all
elements thereof.


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2.6  Final Editing; Post-Production: Completion.

TRICOM  PICTURES  shall be  responsible  for final  editing and  post-production
services necessary to prepare the Program for television  airing.  Such services
shall  include,  without  limitation,  delivery to SHAMAN of all completed  Beta
master videotapes of such Program, suitable for dubbing into same such toll-free
telephone number and Product ordering  information as SHAMAN may wish to insert.
All final editing and  post-production  services shall be subject to approval by
SHAMAN  (which shall not be  unreasonably  withheld or delayed),  and no Program
shall be  deemed  completed  until  SHAMAN  has  accepted  the same in  writing;
provided,  however,  that SHAMAN  shall be deemed to have  approved a Program if
SHAMAN  shall not have  objected  thereto  within ten (10) days  after  SHAMAN's
receipt thereof.


2.8  Expenses

There shall be no other  charges or fees except  those listed in the fee section
of this contract  incurred  without the express written consent of SHAMAN except
that SHAMAN shall be responsible for its own travel and accommodation  costs for
any of the employees and representatives when they wish to attend any portion of
the pre-production, production, or post production process.


2.9  Project Fees

$450,000 is the total project fee.
$300,000  will be paid by SHAMAN to  TRICOM in the form of cash.  An  additional
$150,000  will  be paid  in the  form of  stock  pursuant  to the  terms  of the
memorandum for convertible  debt attached.  The stock portion will be paid as if
$150,000 cash were being put into the convertible memorandum upon signing of the
agreement and within 15 days SHAMAN will remit  $150,000 cash and $150,000 worth
of stock.  The balance of $150,000  cash is payable  within three (3) days after
approval of the rough cut.



3. Television Advertising.


3.1 Broadcast of Programs. SHAMAN shall have exclusive control over and shall be
responsible  for the broadcast and  transmission  of the Programs via broadcast,
cable and satellite  television,  at such times,  with such  frequency,  in such
markets and on such networks and stations as SHAMAN, in its sole judgment, shall
determine.


3.2 Television Advertising: Costs. SHAMAN shall bear all costs incurred from and
after the date of this  Agreement in connection  with the airing of the Programs
with the  exception of $150,000 of test media  allocated for in the project fee.
(Tricom  will plan and  purchase  the  initial  $150,000  of test  media and any
additional media on behalf of SHAMAN as an agent.)


3.3 Substantiation and Documentation of Product Attribute.  The program shall be
based  upon such  attributes  or claims  made  about the  Products  as have been
documented or substantiated to SHAMAN's  reasonable  satisfaction.  SHAMAN shall
provide (or cause to be provided),  at its sole expense,  all such documentation
and  substantiation  as TRICOM shall  reasonably  determine  may be necessary to
facilitate compliance with all applicable laws in the jurisdictions within which
the Program shall be shown (including,  without  limitation,  results of any and
all tests of the Product to which TRICOM PICTURES shall have access).


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3.4 Election to Terminate.  If, at any time during the production and before the
airing  the  Program  contemplated   pursuant  to  Section  2.1  hereof,  SHAMAN
determines,  in its sole  judgment,  that it no longer  wishes to continue  with
production of the Program, then SHAMAN may terminate this Agreement upon written
notice to TRICOM PICTURES.  In the event termination  occurs, with the exception
of termination  for failure to perform as outlined in section 9.1(c)  regardless
of the reason for such termination, as long as such failure is not due to SHAMAN
preventing  TRICOM  from  performing  in any way  including  but not  limited to
failure to provide  approvals or information the project fee paid by SHAMAN will
be deemed  earned in full and only the dollars  allocated for  purchasing  media
will be refunded.  With the exception of termination for failure to perform,  in
no event will more than  $75,000 be refunded  which is equal to the cash portion
of the $150,000 of media denoted in this agreement.  If SHAMAN believes there is
a failure by TRICOM to perform, they must notify TRICOM in writing via overnight
carrier and give TRICOM reasonable time and in no case less than twenty business
days to correct any alleged  failure to perform  prior to requesting a refund of
any dollars for failure to perform.



4. Royalties.


4.1 Royalty Payable by SHAMAN.

(a) Infomercial.  Product Sales. In consideration of the creative responsibility
and  management  of the  production  of the  Program  and  the  performance  and
observance by TRICOM PICTURES of its representations,  warranties, covenants and
other  obligations  under this Agreement,  SHAMAN shall pay to TRICOM PICTURES a
royalty on SHAMAN's Net Sales of the Products defined in Section 4.1(g), hereof)
made via infomercial  advertising (i.e. those product sales generated  directly
by an  Infomercial),  and (as  provided  in  Section  4.1(g),  below)  via print
advertising  where the ad contains the specific set of Products  (hereinafter  a
"Kit")  advertised  in the  infomercial,  and  where the  purchasers  are new to
SHAMAN's self-generated customer list.

(b)  "Back-End"  Sales:  SHAMAN shall pay TRICOM  PICTURES a royalty on SHAMAN's
ongoing Net Sales of Products which were included in the  infomercial,  as a Kit
or individually, to any Purchasers where the original sale to such Purchaser was
generated directly by an infomercial, and such sale occurred within the previous
24 months.

(c)  "Back-End"  Sale  Royalty  Rate:  The  royalty  payable by SHAMAN to TRICOM
PICTURES  pursuant to Section  4.1(c)  hereof  shall be 10% on Net Sales for the
first  $10,000,000 and 7.5% on net sales of over  $10,000,001 to $15,000,000 and
6% on net sales of over $15,000,001.

(d) Print  Sales:  SHAMAN  shall pay TRICOM  PICTURES a royalty on SHAMAN's  Net
Sales of Products to new customers via "front-end" print media,  where the print
media refers  directly to the  infomercial,  but only after SHAMAN has conducted
testing sufficient,  in SHAMAN's opinion, to show a lift in response that covers
the royalty rate.

(e) Print Sales Royalty Rate: The royalty  payable by SHAMAN to TRICOM  PICTURES
pursuant to Section  4.1(e)  hereof shall be  consistent  with the royalty rates
outlined in Section 4.1(c) above. For the purpose of calculating royalties,  Net
Sales from Print and TV will be aggregated  to provide a single,  Total Net Sale
number for each reporting period as outline din Section 4.2.

(f) Definitions.  For purposes of this Agreement, the following terms shall have
the following meanings:

(1)  Returns.  "Returns"  shall  mean all bona fide  allowances  and  credits to
customers on account of rejection or return of any of the Products.

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(2) Uncollectible  Accounts.  "Uncollectible  Accounts" shall mean losses due to
credit card chargebacks, bad checks and, other uncollectible debts.

(3) Media Costs. "Media Costs" shall mean all costs directly associated with the
purchase of cable,  broadcast and satellite air time  (including all third-party
placement fees and commissions.

(4) Net Orders.  "Net Orders" shall mean SHAMAN's gross number of orders for the
Products less returns and uncollectible accounts.

(5) Net Sales:  "Net Sales"  shall mean  SHAMAN's  gross sales in dollars,  less
returns, postage and handling charges, discounts, and uncollectible accounts.

(h) In no event  shall a royalty  be paid to TRICOM  PICTURES  by SHAMAN for any
sales made more than two (2) years after termination of the agreement.

4.2 Record Keeping, Reporting: and Remittance. During the term of this Agreement
and for at least two years thereafter, SHAMAN shall maintain and retain complete
and accurate  records of all sales of the Products on which  royalties  are owed
pursuant to this Agreement. So long as such sales of the Products shall continue
and whether or not any royalty is due  hereunder,  SHAMAN shall render to TRICOM
PICTURES  within five (5) working  days of the last  working day of each month a
true and correct  accounting  setting  forth the following  information  for the
preceding  month:  (i) gross orders  received;  (ii)  Returns and  Uncollectible
Accounts; and (iii) calculations  determining the royalty payable on such sales.
Payment in the amount of the applicable royalty on net sales so reported in each
such  accounting  shall be made to  TRICOM  within  30 days of  submitting  each
accounting.


4.3  Inspection  and Audit  Rights.  During  the period  for which  records  are
required to be kept  pursuant to Section 4.2 hereof,  all such records  shall be
made  available  for  inspection by each of the parties (or its designee) at its
expense during normal business hours upon reasonable  prior notice (which in any
event  shall not be less than five  business  days).  Each  party may cause such
records  to be  audited at its  expense  not more than once in any  twelve-month
period;  provided,  however,  that if any such audit  discloses  underpayment of
royalties due  hereunder by more than 5% of the total amount  actually due, then
the party whose  records are being audited  shall bear the  reasonable  costs of
such inspection. Each party shall cooperate fully with all such audits.


5. Proprietary Rights.


5.1 Licensor's Intellectual Property.

(a)  Generally.  Subject to the rights granted to SHAMAN  hereunder,  all right,
title and  interest  and  TRICOM  PICTURES'  Artwork  or any other  intellectual
property  rights it may have apart from this  Agreement  (collectively,  "TRICOM
PICTURES'  Intellectual  Property")  is and  shall  remain,  as  between  TRICOM
PICTURES and SHAMAN,  the sole property of TRICOM  PICTURES,  and neither SHAMAN
nor any third  party  shall  acquire  any  right,  title or  interest  in TRICOM
PICTURES' Intellectual Property by virtue of this Agreement or otherwise, except
as  expressly   provided  herein.  Any  unauthorized  use  of  TRICOM  PICTURES'
Intellectual  Property  by  SHAMAN  or  any  third  party  shall  be  deemed  an
infringement of the rights of TRICOM PICTURES  therein.  SHAMAN shall not in any
way or at any time  dispute or attach the validity or harm or contest the rights
of TRICOM  PICTURES  in or to any of  TRICOM  PICTURES'  Intellectual  Property.
SHAMAN shall  display such notices as may be necessary  or, in TRICOM  PICTURES'
reasonable judgment, desirable in order to preserve and protect TRICOM PICTURES'
proprietary rights in TRICOM PICTURES' Intellectual Property.

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(b)  Enforcement of Rights.  TRICOM PICTURES shall have the right (but shall not
be required)  to enforce its rights in TRICOM  PICTURES'  Intellectual  Property
against infringement thereof. If SHAMAN requests TRICOM PICTURES to enforce such
rights and TRICOM  PICTURES  declines to do so, SHAMAN shall have the right (but
shall not be required) to enforce such rights in TRICOM  PICTURES' name. In such
case,  SHAMAN shall be responsible  for all costs of such  enforcement  efforts.
SHAMAN shall fully inform  TRICOM  PICTURES of the status of such  efforts,  and
TRICOM  PICTURES shall retain the right to assume control of any such efforts at
any time, at which time TRICOM  PICTURES  shall  reimburse  SHAMAN for all costs
associated  with its  enforcement  efforts up to the time that  TRICOM  PICTURES
assumes control of the enforcement effort and shall bear all subsequent costs of
such enforcement efforts. The net proceeds (if any) of any settlement,  judgment
or award resulting from such  enforcement  efforts shall be divided among TRICOM
PICTURES and SHAMAN in direct proportion to the expenses thereof born by each of
the parties.


5.2 SHAMAN's  Intellectual  Property.  All right, title and interest (including,
without  limitation,  all rights  arising under the Copyright Act, the Trademark
Act and all  other  applicable  laws) in and to the  entire  editorial,  visual,
audio,  and graphic  content of all  advertisements  and  promotional  materials
developed by SHAMAN in  connection  with its  activities  under this  Agreement,
including,  without  limitation,  (i) each Program and the performance  recorded
therein,  (ii) all raw footage  shot in the course of  producing  each  Program,
(iii) all trademarks for the Products developed or controlled,  by SHAMAN,  (iv)
all musical compositions included in each Program, and (v) all packaging designs
developed  by SHAMAN  for the  Products  (collectively,  SHAMAN's "Intellectual,
Property")  shall be and remain the sole property of SHAMAN,  and neither TRICOM
PICTURES  nor any third  party  shall  acquire  any right,  title or interest in
SHAMAN's  Intellectual  Property by virtue of this  Agreement or otherwise.  Any
unauthorized use of any of SHAMAN's  Intellectual Property by TRICOM PICTURES or
any third party shall be deemed an infringement of the rights of SHAMAN therein.
TRICOM  PICTURES  shall  not in any way or at any time  dispute  or  attach  the
validity or harm or contest the rights of SHAMAN in or to such notices as may be
necessary or, in SHAMAN's  reasonable  judgment,  desirable in order to preserve
and protect SHAMAN's proprietary rights in SHAMAN's Intellectual Property.


5.3  Customer  List.  SHAMAN may  compile a list of the names and  addresses  of
persons and entities who order the Products through it or are otherwise targeted
by or on behalf of it as  potential  customers of the  Products  (the  "Customer
List"). The Customer List shall be and remain SHAMAN's exclusive property during
the term and following any termination of this Agreement.



6. Additional Representations and Warranties. Each party represents and warrants
to the other as follows:

6.1 Power and Authorization. It has all requisite power and authority (corporate
and  otherwise)  to enter into this  Agreement,  and has duly  authorized by all
necessary  action the execution and delivery hereof by the officer or individual
whose name is signed on its behalf below.


6.2  No  Conflict.  Its  execution  and  delivery  of  this  Agreement  and  the
performance or its obligations  hereunder,  do not and will not conflict with or
result in a breach of or a default under its  organizational  instruments or any
other agreement,  instrument,  order,  law or regulation  applicable to it or by
which it may be bound.


6.3  Enforceability.  This  Agreement  has been duly and  validly  executed  and
delivered  by it and  constitutes  its valid  and  legally  binding  obligation,
enforceable in accordance  with its terms,  except as enforcement may be limited
by bankruptcy,  insolvency or other laws of general  application  relating to or
affecting the  enforcement  or creditors'  rights and except as  enforcement  is
subject to general equitable principles.


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7. Indemnification.


7.1  By SHAMAN.

(a) Generally.  Subject to Section 7.1(b) hereof, SHAMAN shall defend, indemnify
and hold harmless TRICOM PICTURES, its affiliated companies and their respective
officers, directors, shareholders,  employees, licensees, agents, successors and
assigns  from and  against  any and all  liabilities  and  expenses  whatsoever,
including, without limitation,  claims, damages, judgments, awards, settlements,
costs, and attorneys fees and disbursements (collectively "Claims") which any of
them may incur or become  obligated to pay arising out of or resulting  from (i)
TRICOM  PICTURES'  authorized  use of any material and  information  provided to
TRICOM  PICTURES by SHAMAN  (including  information  and data provided to TRICOM
PICTURES  by SHAMAN in order to  substantiate  claims,  including  claims as to,
SHAMAN's  competitors,  made in advertising or any other material for SHAMAN) or
of  copyrighted  material,  artwork,  or any other  property  belonging to third
parties  obtained  by SHAMAN  which are used by TRICOM  PICTURES  in  performing
services  for SHAMAN;  or, (ii) the use of SHAMAN's  products or services by any
third  party;  or,  (iii) the  breach  by SHAMAN of any of its  representations,
warranties, covenants, obligations, agreements or duties under this Agreement.

(b)  Exceptions.  SHAMAN  shall  have no duty  under  Section  7.1(a)  hereof or
otherwise to defend, indemnify or hold harmless with respect to any claims which
(i) arise  out of or result  from the  breach by TRICOM  PICTURES  of any of its
representations,  warranties, covenants, obligations, agreements or duties under
this  Agreement;  or (ii)  are  subject  to  TRICOM  PICTURES'  duty to  defend,
indemnify and hold harmless pursuant to Section 7.2(a) hereof.


7.2 BY TRICOM PICTURES.

(a) Generally.  Subject to Section 7.2(b) hereof,  TRICOM PICTURES shall defend,
indemnify  and  hold  harmless  SHAMAN,  its  affiliated   companies  and  their
respective officers,  directors,  shareholders,  employees,  licensees,  agents,
successors and assigns from and against any and all Claims which any of them may
incur or become obligated to pay arising out of or resulting from (i) the breach
by  TRICOM  PICTURES  of  any  of its  representations,  warranties,  covenants,
obligations,  agreements  or duties under this  Agreement;  (ii) arise out of or
result from any fraud,  knowing  misrepresentation or negligence by or on behalf
of TRICOM  PICTURES with respect to the  attribution  or depiction of any of the
Products  advertised in any Program;  or (iii) the unauthorized use of the name,
likeness  or  voice  of  any  person,   or  any  libel,   slander,   defamation,
disparagement;  piracy,  plagiarism,  idea  misappropriation  or infringement or
copyright, title, slogan or other property rights, or any invasion of privacy or
publicity,  or unfair  competition  alleged in conjunction with any of the above
causes of action.

(b)  Exceptions.  TRICOM PICTURES shall have no duty under Section 7.2(a) hereof
or otherwise to defend,  indemnify or hold  harmless  with respect to any Claims
which (i) arise out of or result from any fraud,  knowing  misrepresentation  or
deception by or on behalf of SHAMAN with respect to the attributes or depiction;
of any of the Products  advertised  in any Program;  (ii) arise out of or result
from the breach by SHAMAN of any of its representations,  warranties, covenants,
obligations,  agreements or duties under this Agreement; or (iii) are subject to
SHAMAN's duty to defend,  indemnify and hold harmless pursuant to Section 7.I(a)
hereof.


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7.3  Procedure.   Promptly  after learning of the occurrence of any event which
may give rise to its rights under the  provisions  of this  section,  any person
seeking .to enforce such rights (a "Claiming  Person") shall give written notice
of such master to the party  against whom  enforcement  of such rights is sought
(the  "Indemnifying  Party").  The  Claiming  Person  shall  cooperate  with the
Indemnifying  Party  in the  negotiation,  compromise  and  defense  of any such
matter.  The  Indemnifying  Party  shall  be  in  charge  of  and  control  such
negotiations,  with respect thereto,  provided that the Indemnifying Party shall
promptly  notify the Claiming Person of all  developments  in the matter.  In no
event shall the Indemnifying  Party compromise or settle any such matter without
the prior written  consent of the Claiming  Person,  which shall not be bound by
any such compromise or settlement absent its prior consent.



8. Term

8.1  Generally.  Unless sooner  terminated in accordance  with the provisions of
Section 9 hereof,  this  Agreement  shall remain in full force and effect for an
"Initial Term"  commencing as of the date hereof and ending on April 30,2002 and
for such  further  Additional  Term(s) (as defined in Section 8.2 hereof) as may
follow.



9. Termination.


9.1 Termination Events.

(a) Termination Upon Unsuccessful Conclusion of Test Marketing.
SHAMAN may terminate this Agreement  concurrently  with written notice to TRICOM
PICTURES of the unsuccessful  conclusion (in SHAMAN's sole judgment) of any test
marketing  conducted by SHAMAN. If a agreement is terminated for any reason, all
fees are still due TRICOM and all fees are deemed earned and only the dollars to
be refunded will be as described in Section 3.4.

(b) Termination Before Airing of Program.
SHAMAN may terminate this Agreement  concurrently  with written notice to TRICOM
PICTURES of its election, in accordance with Section 3.4 hereof, not to continue
with production of the Programs.

(c) Failure to Perform.
In the event that TRICOM fails to perform its agreed to duties as stated in this
Agreement,  SHAMAN may terminate  this  Agreement  with written notice to TRICOM
PICTURES.  As long as such failure is not due to SHAMAN  preventing  TRICOM from
performing in any way including but not limited to failure to provide  approvals
or information. If SHAMAN believes there is a failure by TRICOM to perform, they
must notify TRICOM in writing via overnight  carrier and give TRICOM  reasonable
time and in no case  less than  twenty  business  days to  correct  any  alleged
failure to perform  prior to  requesting  a refund of any dollars for failure to
perform.  In the event of termination  for failure to perform,  TRICOM  PICTURES
will refund all  unspent/uncommitted  production  dollars  and media  dollars to
SHAMAN.

                                       21
<PAGE>


10.  Confidential  Information.  The parties contemplate that each may come into
contact  with  the  confidential   information  of  the  other,  its  customers,
suppliers,  and/or other  consultants,  including (1) information of a technical
nature, such as "know-how," secret processes,  inventions and research projects,
(2) information of a business nature, such as information about costs,  profits,
markets,  sales,  lists of  customers,  (3) plans for  future  developments  and
products,  and (4) other  information  of a similar  nature  to the  extent  not
available to the public.  Each party agrees to keep secret all such confidential
information and further agrees not to use such  information or to disclose it to
anyone outside of the other, either during or after the period of this Agreement
except  upon the  written  consent of the other.  Each party  agrees that at any
time,  upon the  other's  request  and,  in any event upon  termination  of this
Agreement,  to deliver to the other party all  originals  and copies then in its
possession of any Confidential Information.



11.  Injunction.  Each party  acknowledges  that a breach of its  obligations of
exclusivity under Section 1.1 hereof or confidentiality  under Section 13 hereof
will result in irreparable  and  continuing  damage to the other party for which
there will be no adequate remedy at law.  Accordingly,  in the event of any such
breach,  the non-breaching  party shall be entitled to injunctive relief and/ or
an order for specific  performance,  without bond,  with respect to such breach.
The breaching party shall not oppose such relief on the grounds that there is an
adequate  remedy at law, and such right shall be  cumulative  and in addition to
any other remedies at law or in equity  (including  monetary  damages) which the
non-breaching party may have upon the breach of the other party's obligations of
exclusivity or confidentiality hereunder.



12.  Independent  Contractors.  Both parties to the  Agreement  are  independent
contractors,  and  neither is  authorized  to nor shall act as the agent for the
other.  The  control  and  conduct  of the work  performed  by each  under  this
Agreement shall rest solely with such party.



13. Force Majeure.  Neither party shall be responsible for any resulting loss if
the  fulfillment  of any terms or  provisions  of this  Agreement are delayed or
prevented  by riots,  wars,  acts or  enemies,  national  emergencies,  strikes,
floods,  fires, acts of God, or by any other cause not within the control of the
party or its  subcontractors  whose  performance is interfered with which by the
exercise  of  reasonable  diligence  such  party or  subcontractor  is unable to
prevent, whether of the class or cause enumerated above or not.


                                       22
<PAGE>


14 Miscellaneous.

14.1  Notices.  All  notices,   requests,   instructions,   consents  and  other
communications  to be given pursuant to this  Agreement  shall be in writing and
shall be deemed received (i) on the same day if delivered in person, by same-day
courier or by telegraph,  telex or facsimile transmission,  (ii) on the next day
if delivered by overnight mail or courier, or (iii) on the date indicated on the
return  receipt,  or if there is no such  receipt,  on the  third  calendar  day
(excluding  Sundays) if  delivered  by certified  or  registered  mail,  postage
prepaid, to the third party for whom intended to the following addresses:

Jack Levine
TRICOM PICTURES
2001 West Sample Road
Suite 101
Pompano Beach, FL 33064


Lisa Conte
SHAMAN Pharmaceuticals, Inc.
213 E. Grand Avenue
South San Francisco, CA   94080
Cc: Legal Department


Any party may by  written  notice  given to the  other in  accordance  with this
Agreement change the address to which notices to such party are to be delivered.


14.2 Entire Agreement.  This Agreement contains the entire  understanding of the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
agreements  and  understandings  between them with respect to the subject matter
hereof.  Each  party has  executed  this  Agreement  without  reliance  upon any
promise, representation or warranty other than those expressly set forth herein.
Each party  acknowledges that (i) it has carefully read this Agreement;  (ii) it
has had the  assistance  of  legal  counsel  of its  choosing  (and  such  other
professionals  and  advisors  as it has  deemed  necessary)  in the  review  and
execution  hereof;  (iii)  the  meaning  and  effect of the  various,  terms and
provisions  hereof have been fully explained to it by such counsel;  (iv) it has
conducted such investigations  contemplated hereby; and (v) it has executed this
Agreement of its own free will.

14.3  Amendment.  No  amendment  of this  Agreement  shall be  effective  unless
embodied in a written instrument executed by all of the parties.

14.4 Waiver of Breach.  The failure of any party  hereto at any time enforce any
of the  provisions  of this  Agreement  shall not be deemed or construed to be a
waiver of any such  provision,  nor in any way to affect  the  validity  of this
Agreement  or  any  provisions  hereof  or the  right  of any  party  hereto  to
thereafter enforce each and every provision of this Agreement.  No waiver of any
breach of any of the provisions of this Agreement shall be effective  unless set
forth in a  written  instrument  executed  by the  party  against  whom or which
enforcement of such waiver is sought;  and no waiver of any such breach shall be
construed or deemed to be a waiver of any other or subsequent breach.

14.5  Assignability This agreement is personal to the parties and not assignable
by them  with  the  sole  exception  that  SHAMAN  may  assign  its  rights  and
obligations  hereunder,  in  whole  or in part,  to any  affiliated  corporation
controlled  by or under common  control with SHAMAN,  without the prior  written
consent of TRICOM PICTURES.

                                       23
<PAGE>

14.6 Governing Law. All matters affecting the interpretation, form, validity and
performance of this Agreement  shall be governed by the laws of the State of New
York,  U.S.A and venue for any action  shall be in the courts of New York County
New York.

14. 7  Severability.  An or the  provisions of this Agreement are intended to be
distinct and severable.  If any provision of this Agreement is or is declared to
be invalid or unenforceable in any jurisdiction, it shall be ineffective in such
jurisdiction  only to the extent of such  invalidity or  unenforceability.  Such
invalidity  or  unenforceability  shall not affect  either  the  balance of such
provision,  to the extent it is not invalid or  unenforceable,  or the remaining
provisions  hereof,  nor render invalid or  unenforceable  such provision in any
other jurisdiction.

14.8 Survival. The provisions of Sections 4 (royalties), 5 (proprietary rights),
7 (indemnification),  9 (rights upon termination) and 10 (confidentiality) shall
survive the termination of this Agreement.

14.9. Arbitration.  In the event of any dispute between the parties, the dispute
shall be resolved by arbitration before the Florida Arbitration Association,  in
accordance  with its rules then in effect,  pursuant to the laws of the State of
Florida applicable to contracts made and performed in that state.

14.10.  Costs and Attorneys'  Fees. If any action is necessary to enforce any of
the terms and conditions of this Agreement,  including  arbitration as described
above,  the prevailing  party shall be entitled to receive from the other party
all  related  costs and fees,  including  reasonable  attorneys'  fees,  and the
prevailing legal interest rate on all debts from the date of default.

14.11 Interpretation and Construction. This Agreement has been fully and freely,
negotiated  by the parties  hereto,  shall be  considered as having been drafted
jointly by the parties  hereto,  and shall be interpreted and construed as if so
drafted, without construction in favor of or against any party on account of its
participation in the drafting hereof.

                                       24
<PAGE>

IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
on the date first written above.

Attest:


                              TRICOM PICTURES INC.



By:/s/Bonnie Harrison                   By: /s/Mark Alfieri
---------------------                      ------------------

Title:Office Manager                    Title: Executive Producer 5/2/00
---------------------                         ----------------------------

                              SHAMAN BOTANICAL.COM



By:/s/ Loretta L. Su                    By: Thomas F. White
---------------------                      -------------------

Title: Controller                       Title: Sr. Vice President Communications
---------------------                         ----------------------------------

                                       25
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