Exhibit 10.9

                                   EXHIBIT 1

                                      NOTE

$38,000.00                                                         March 1, 2000

        FOR VALUE RECEIVED, the undersigned promises to pay to Pain
Therapeutics, Inc., a Delaware corporation (the "COMPANY"), or order, the
principal sum of Thirty-Eight Thousand Dollars ($38,000.00), together with
interest on the unpaid principal hereof from the date hereof at the rate of five
and one-half percent (5.5%) per annum, compounded annually.

        Principal and interest shall be due and payable on January 31, 2004.
Should the undersigned fail to make full payment of principal or interest for a
period of ten (10) days or more after the due date thereof, the whole unpaid
balance on this Note of principal and interest shall become immediately due at
the option of the holder of this Note. Payments of principal and interest shall
be made in lawful money of the United States of America.

        The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.

        This Note is secured in part by a pledge of the Company's Common Stock
under the terms of a Security Agreement of even date herewith and is subject to
all the provisions thereof.

        The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.

        In the event the undersigned shall cease to be an employee or consultant
of the Company for any reason, this Note shall, at the option of the Company, be
accelerated, and the whole unpaid balance on this Note of principal and accrued
interest shall be immediately due and payable.

        Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by the
undersigned.

                                                  /s/ DAVID L. JOHNSON
                                                  ------------------------------
                                                      (signature)


                                                  DAVID L. JOHNSON
                                                  ------------------------------
                                                      (printed name)