Exhibit 10.2**CONSULTING AGREEMENT**          This Consulting Agreement (the “Agreement’) is entered into by and between StratageneCorporation (the “Company”) and Ronni L. Sherman (the “Consultant”) effective as of October 13,2006.**RECITALS**          WHEREAS, the Company and Consultant have entered into an Employment Separation Agreement andMutual General Release of all claims (the “Separation Agreement”) dated October 6, 2006; and          WHEREAS, in accordance with the Separation Agreement, both the Company and the Consultantbelieve that their mutual interests will be best served if the Company retains the services andexpertise of the Consultant to provide consulting services to the Company as described herein.**AGREEMENT**          NOW, THEREFORE, in consideration of the mutual promises contained herein and for other goodand valuable consideration, the adequacy of which is hereby acknowledged, the parties hereby agreeas follows:     1. Consultant Services. Consultant agrees, for the period October 13, 2006 untilterminated pursuant to Section 8 hereof (the “Consulting Period”), to perform business advisoryconsulting services for the Company and its counsel and accountants (but not legal services), ifand as requested and previously authorized by the Company’s Chief Executive Officer, ChiefFinancial Officer or Vice President Corporate Counsel. Consultant’s services shall be of anadvisory nature and the Company shall not have any obligation to follow such advice. Consultantwill be available and is obligated to provide services, as reasonably requested from time to timeby the Company, so that the Company may obtain the full value of the retainer amounts stated inSection 2(b) of this Agreement.     2. Compensation.          (a) The Company shall pay Consultant at the rate of $250 per hour for any consulting servicesrequested and provided pursuant to this Agreement. The Company agrees to increase this hourly rateto $350 solely for attendance at trials, depositions, arbitrations or other legal proceedings whereConsultant’s presence as a witness or deponent was expressly requested and authorized by theCompany; provided, however, that Consultant shall not be compensated for more than eight billablehours during any single calendar day for trial or deposition services.          (b) The Company agrees that Consultant shall receive a $10,000 retainer payable in advance foreach of the first four three-month periods after the date of this Agreement. Half of the amountsof the bills for services performed by Consultant will be         Initial:             
 

 
credited first against any unused retainer amount and half of the amounts on the bills forservices shall be paid by the Company by check or wire transfer (within ten (10) business daysfollowing receipt of invoices and descriptions therefor). At such point as the billings for suchservices rendered in any three-month period exceed $20,000 and the $10,000 retainer amount shallhave been fully utilized, the Company will pay to Consultant by check or wire transfer anyremaining amounts due for services rendered hereunder within ten (10) business days followingreceipt of invoices and descriptions therefor. In the event billings against the retainer forservices requested and performed during any three-month period are less than $10,000, Consultantshall not be required to refund any unused retainer amounts to the Company. No further retaineramounts shall be required after the first twelve months of this Agreement. The retainer paymentsdescribed herein are separate from, and in addition to, the payments described in Section 2(a)(iv)of the Separation Agreement.     3. Independent Contractor. During the Consulting Period, Consultant will not be anemployee of the Company, but will have the relationship of an independent contractor to theCompany. As an independent contractor, Consultant shall have the sole responsibility andobligation to report his net earnings hereunder and otherwise as received as self-employment incomeon Consultant’s tax returns and to pay such taxes as are required by law. The parties agree thatConsultant is an independent contractor and that, as such, the Company shall have no right,responsibility or obligation to withhold income or payroll taxes under the United States InsuranceContributions Act or under state unemployment, disability or other laws from amounts due toConsultant from the Company hereunder or to pay employer payroll taxes thereon under such laws orto withhold special or general funds, assessments, or taxes generally collected by employers forthe use and benefit of employees.     4. Cooperation. After the conclusion of the Consulting Period, Consultant agrees tocooperate fully with the Company and its counsel, accountants and investigators in its defense of,or other participation in, any administrative, judicial, or other proceeding arising from anycharge, complaint, or other action which has been or may be filed relating to the period Consultantwas engaged in consulting with the Company, on reasonable terms and with reasonable notice as shallbe agreed by the parties.     5. Proprietary/Privileged Information Clause. Consultant acknowledges that certaininformation, observations, and data obtained by her during the course of the term of this Agreement(including, without limitation, certain financial information, shareholder information, insuranceinformation, business plans, marketing plans or proposals and/or customer lists and other customerinformation) are the sole property of the Company and constitute trade secrets of the Company.Consultant agrees to promptly return all files, customer lists, financial information, or otherCompany property without making copies thereof which are in Consultant’s possession or control;provided, however, that Executive shall retain any such materials to the extent reasonablynecessary for her to provide the consulting services contemplated hereunder; and, provided,further, that Executive may retain any such materials that are publicly available or otherwise donot contain proprietary non-public information. Consultant further agrees that she will notdisclose to any person or use any such privileged, confidential, or trade secret information,observations or data without the written consent of the Chief Executive Officer, Chief FinancialOfficer or Vice President Corporate Counsel of the        2 Initial:             
 

 
Company, unless and to the extent that the aforementioned matters become generally known toand available for use by the public, other than as a result of Consultant’s acts or omissions toact, which acts or omissions were unauthorized and against the Company’s interest. Further,Consultant acknowledges that any unauthorized use of privileged, confidential or trade secretinformation will cause irreparable harm to the Company and will give rise to an immediate action bythe Company for injunctive relief. If Consultant is served with a deposition subpoena or otherlegal process calling for the disclosure of such information, or if she is contacted by any thirdperson requesting such information, she will immediately notify the Chief Executive Officer of theCompany and will fully cooperate with the Company in minimizing the disclosure thereof.     6. Remedies for Breach. In the event that Consultant willfully and materiallybreaches his obligations under this Agreement, in addition to whatever other rights the Company mayhave, Consultant shall forfeit his right to receive any further payments or benefits under thisAgreement.     7. Termination. This Agreement shall terminate on October 13, 2007 unless extended bymutual agreement of the parties.     8. Non-Waiver of Breach. Either party may waive any breach of this Agreement by theother party, but no such waiver shall be deemed to have been given unless such waiver be inwriting, signed by the waiving party and specifically designate the breach waived, nor shall anysuch waiver constitute a continuing waiver of similar or other breaches.     9. Non-Assignment. Neither party may assign its obligations hereunder without theprior written consent of the other party.     10. Miscellaneous Provisions.          (a) Provisions of this Agreement are severable. If any provision is held to be invalid orunenforceable it shall not affect the validity or enforceability of any other provision.          (b) Consultant acknowledges and agrees that she has read this Agreement carefully, understandsall of its terms and agrees to those terms voluntarily.          (c) This Agreement and the Separation Agreement represent the sole and entire agreementsbetween the parties and, except as expressly stated herein, supersedes all prior agreements,negotiations and discussions between the Consultant and the Company with respect to the subjectmatters contained herein.          (d) This Agreement shall be construed as a whole in accordance with its fair meaning and inaccordance with the laws of the State of California. The language in theAgreement shall not be construed for or against any particular party. The headings used herein arefor reference only and shall not affect the construction of this Agreement.          (e) The parties agree that any and all disputes, controversies or claims arising out of orrelating to this Agreement, or breach thereof, shall be submitted to final and binding arbitration.The arbitration shall take place in the State of California. Unless the parties mutually agreeotherwise, the arbitration shall be conducted in the same manner provided under Section 16(g) ofthe Separation Agreement.          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the dayand year first above written.         **CONSULTANT**   **THE COMPANY**               STRATAGENE CORPORATION,