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                                                                    EXHIBIT 10.8

                                    AGREEMENT

         THIS AGREEMENT ("Agreement"), effective March 3, 1995 ("Effective
Date"), is entered into by and between Stratagene, a California corporation
("Stratagene"), and Ronni L. Sherman ("Employee").

         WHEREAS, Stratagene recognizes the value of the services that Employee
has rendered to Stratagene and desires to be assured that Employee will continue
to provide services to Stratagene; and

         WHEREAS, Employee is willing to continue to provide services to
Stratagene subject to assurances that Employee shall continue to have her
present responsibility and status with Stratagene in the event of any change in
control of the company.

         NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, Stratagene and Employee hereby agree as follows:

         1.       Termination Following Change in Control. In the event
Employee's employment is terminated in anticipation of or subsequent to a Change
in Control, Employee shall be entitled to the compensation and benefits set
forth in Section 2 unless such termination occurs as result of (i) Employee's
death, (ii)

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termination of Employee by Stratagene for Cause, or (iii) termination of
employment by Employee other than for Good Reason.

         2.       Benefits Upon Termination. If Employee's employment by
Stratagene is terminated as set forth in Section 1, Employee shall be entitled
to the following compensation and benefits:

                  2.1      Employee shall receive Employee's full base salary
         through the Date of Termination at the salary level in effect at the
         time the Notice of Termination is given plus amounts for any vacation
         accrued but not taken and the amount, if any, of any bonuses which have
         accrued but have not been paid to Employee under any bonus plans;

                  2.2      In lieu of any further salary payments to Employee
         for periods subsequent to the Date of Termination, Stratagene shall pay
         as a severance payment to Employee within ten (10) days following the
         Date of Termination a lump sum amount equal to the product of
         Employee's annual base salary at the highest rate in effect during the
         twelve (12) months immediately preceding the Date of Termination
         multiplied by a number to be determined by Mr. Jean Deleage in his sole
         discretion and appended to this Agreement within thirty (30) days from
         the

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         Effective Date of this Agreement; provided, however, that such number
         shall be no less than 1.5 and no greater than 2.0.

                  2.3      Stratagene shall maintain in full force and effect,
         for Employee's continued benefit until the earlier of (i) two (2) years
         after the Date of Termination, or (ii) Employee's commencement of full
         time employment with a new employer, all health insurance, dental
         insurance, life insurance and disability plans, programs or
         arrangements in which Employee was entitled to participate immediately
         prior to the Date of Termination, provided that Employee's continued
         participation is possible under the general terms and provisions of
         such plans and programs. In the event that Employee's participation in
         any such plan or program is barred, Stratagene shall arrange to provide
         Employee with benefits substantially similar to those which Employee
         was otherwise entitled to receive under such plans and programs.

                  2.4      All of Employee's stock options issued under any
         Stratagene stock option plan, including Stratagene's phantom stock
         option plan, shall immediately vest and all options shall be
         immediately exercisable. Further, upon the election of Employee, in her
         sole discretion, Stratagene shall pay to Employee, in cash, an amount
         equal to the excess of the fair market value of all shares of
         Stratagene stock issuable upon

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         exercise of any outstanding stock options granted to Employee, over the
         aggregate exercise price, if any, of such stock options.

         3.       Notice of Termination. Any purported termination of Employee
by Stratagene for Cause or by Employee for Good Reason shall be communicated by
written Notice of Termination. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall set forth the termination provision
in this Agreement relied upon and reasonable detail of the facts and
circumstances claimed to provide a basis for termination of Employee's
employment.

         4.       Term of Agreement. The term of this Agreement shall commence
as of March 3, 1995, and shall continue for a period of three (3) years and any
extensions thereafter ("Term"). The initial term shall automatically be
extended for additional yearly periods without further action by the parties on
March 3, 1998 and on each succeeding March 3 thereafter, such that as of each
March 3, this Agreement shall have a remaining term of one (1) year. Either
party may, however, provide written notice of non-renewal ("Notice of
Non-Renewal") to the other party prior to March 3, 1998 or prior to March 3 of
any succeeding year, as the case may be, of such party's intention that this
Agreement shall expire at the end

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of the Term that began with the March 3 preceding such Notice of
Non-Renewal.

         5.       Stratagene's Right to Terminate. Nothing in this Agreement
shall limit Stratagene's ability to terminate Employee's employment at any time,
subject to providing the compensation and benefits provided herein.

         6.       Mitigation. Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking employment or
otherwise nor shall the amount of any payment provided for in this Agreement be
reduced by any compensation earned by Employee as a result of employment by
another employer after the Date of Termination.

         7.       Limitation on Payments.

                  Notwithstanding any other provision in this Agreement, in the
event that any severance payment by Stratagene to or for the benefit of
Employee, whether paid or payable pursuant to the terms of this Agreement or
otherwise, would be nondeductible by Stratagene for Federal income tax purposes
as a result of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), then the aggregate present value of the amounts payable to or for

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the benefit of Employee Pursuant to this Agreement shall be reduced to the
maximum amount that is deductible in accordance with Section 280G of the Code.

         8.       Definitions.

                  8.1      "Cause" shall mean termination of Employee by
         Stratagene upon:

                           (i) the willful and continued failure of Employee to
                  substantially perform Employee's duties for or on behalf of
                  Stratagene (other than any failure resulting from Employee's
                  incapacity due to physical or mental illness), after a demand
                  for substantial performance is delivered to Employee by the
                  Chief Executive Officer of Stratagene which specifically
                  identifies the manner in which it is believed that Employee
                  has not substantially performed her duties; or

                           (ii) the willful engaging by Employee in misconduct
                  which is materially injurious to Stratagene, monetarily or
                  otherwise. For purposes of this paragraph 8.1, no act, or
                  failure to act, on Employee's part shall be deemed "willful"
                  if such act or omission was in good faith or with a reasonable
                  belief by Employee that such act or omission was in the best
                  interests of Stratagene.

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                  8.2      "Change in Control" shall occur if:

                           (i) there shall be consummated any consolidation,
                  acquisition, merger or other reorganization of Stratagene (a)
                  in which Stratagene is not the continuing or surviving
                  corporation, or its shareholders as of the Effective Date are
                  not in control, (b) pursuant to which shares of Stratagene's
                  common stock would be converted into cash, securities or other
                  property, other than a merger of Stratagene in which the
                  holders of Stratagene's common stock immediately prior to the
                  merger have the same proportionate ownership of common stock
                  of the surviving corporation immediately after the merger, or
                  (c) after which the directors of Stratagene immediately before
                  the transaction shall cease to constitute a majority of the
                  Board of Directors of Stratagene or of any successor to
                  Stratagene;

                           (ii) there is a sale, lease, exchange or other
                  transfer (in one transaction or a series of related
                  transactions) of all, or substantially all, of the assets of
                  Stratagene;

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                           (iii) the stockholders of Stratagene approve any plan
                  or proposal for the liquidation or dissolution of Stratagene;

                           (iv) another person or entity acquires beneficial
                  ownership, directly or indirectly, of securities of Stratagene
                  representing twenty five percent (25%) or more of the combined
                  voting power of Stratagene's then outstanding securities in
                  one or more transaction;

                           (v) there is any change which has the actual or
                  potential effect of decreasing the current level of management
                  authority, or control of the Chief Executive Officer of
                  Stratagene in office on December 8, 1994; or

                           (vi) during any period of twenty-four (24)
                  consecutive months, commencing before or after the Effective
                  Date, Dr. Joseph A. Sorge, Jean Deleage and Ronni Sherman
                  cease for any reason to constitute at least a majority of the
                  Board of Directors of the Company, unless the election, or the
                  nomination for election, of each new director taking office
                  after December 8, 1994 has been approved by a vote of at least
                  two-thirds (2/3) of the directors in office prior to December
                  8, 1994.

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                  8.3      "Date of Termination" shall mean the date on which
         Notice of Termination is given.

                  8.4      "Good Reason" shall mean termination of employment by
         Employee based on:

                           (i)      The assignment by Stratagene of any duties
                  inconsistent with Employee's position, duties,
                  responsibilities and status within Stratagene immediately
                  prior to a Change in Control, or a change in Employee's
                  reporting responsibilities, status or titles in effect
                  immediately prior to a Change in Control, or any removal of
                  Employee from any such positions, except in connection with
                  the termination of Employee's employment as a result of
                  Employee's death or for Cause;

                           (ii)     A reduction by Stratagene in Employee's base
                  salary in effect as of the Effective Date;

                           (iii)    The failure of Stratagene to increase
                  Employee's base salary on January 1 of each year subsequent to
                  a Change in control by a percentage amount at least equal to
                  the average percentage increases given to Employee in the
                  three (3) years prior to a Change in Control;

                           (iv)     The failure by Stratagene to provide
                  Employee with any incentive or bonus compensation, stock

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                  options, stock awards and other employee benefits or plans at
                  levels not less than those applicable to comparable employees
                  of Stratagene immediately prior to a Change in Control, or to
                  provide their equivalents;

                           (v)      The requirement by stratagene that Employee
                  be based anywhere other than at Stratagene's executive offices
                  in La Jolla, California, except for required travel for
                  business to an extent substantially consistent with Employee's
                  present business travel obligations;

                           (vi)     The failure by Stratagene to obtain the
                  assumption to perform this Agreement by any successor in
                  interest as contemplated in Section 10.1;

                           (vii)    Any purported termination of Employee's
                  employment which is not effected pursuant to the Notice of
                  Termination in accordance with the requirements of Section 3,
                  which for purposes of this Agreement, shall not be effective;
                  or

                           (viii)   The failure by stratagene after a Change
                  in Control to continue in effect any benefit or compensation
                  plan, stock ownership plan, stock purchase plan, stock option
                  plan, health insurance plan, life insurance plan, or
                  disability plan in which Employee is participating at the time
                  of a Change in control of

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                  Stratagene (or plans providing Employee with substantially
                  similar benefits), the taking of any action by Stratagene
                  which would adversely affect Employee's participation in or
                  materially reduce Employee's benefits under any of such plans
                  or deprive Employee of any material fringe benefit enjoyed by
                  Employee at the time of the Change in Control, or the failure
                  by Stratagene to provide Employee with the number of paid
                  vacation days to which Employee is then entitled in accordance
                  with Stratagene's normal vacation policy in effect as of the
                  Effective Date.

         9.       Federal Income Tax Withholding. Stratagene may withhold from
any compensation or benefits payable under this Agreement all federal, state and
other withholding taxes required.

         10.      Miscellaneous.

                  10.1     Stratagene Successors. Stratagene will require any
         successor (whether direct or indirect, by purchase merger,
         consolidation or otherwise) to all or substantially all of the business
         and/or assets of Stratagene, by agreement to expressly assume and agree
         to perform this Agreement in the same manner and to the same extent
         that Stratagene would be

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         required to perform as if no such succession had taken place. Failure
         of Stratagene to obtain such an agreement prior to the effectiveness of
         any such succession shall be a breach of this Agreement and shall
         entitle Employee to compensation from Stratagene in the same amount and
         on the same terms as Employee would be entitled hereunder if Employee
         terminated Employee's employment for Good Reason, except that for
         purposes of implementing the foregoing, the date on which any such
         succession becomes effective shall be deemed the Date of Termination.

                  10.2     Successors. This Agreement shall inure to the benefit
         of and be enforceable by Employee's personal or legal representatives,
         executors, administrators, successors, heirs, distributees, devisees
         and legatees.

                  10.3     Notice. For purposes of this Agreement notices and
         all other communications provided for in the Agreement shall be in
         writing and shall be deemed to have been duly given when delivered or
         mailed by certified or registered mail, return receipt requested,
         postage prepaid, addressed to the respective addresses set forth below,
         or to such other address as either party may have furnished to the
         other in writing in

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         accordance herewith, except that notice of change of address shall be
         effective only upon receipt.

         Stratagene:       Stratagene
                           11099 North Torrey Pines Road
                           La Jolla, CA 92037
                           Attention: Joseph A. Sorge
                           Chief Executive Officer

         Employee:         Ronni L. Sherman
                           [Intentionally Omitted]
                           [Intentionally Omitted]

                  10.4     Waiver. No provisions of this Agreement may be
         modified, waived or discharged unless such waiver, modification or
         discharge is agreed to in writing signed by Employee and Stratagene;
         provided, however, that this Agreement shall not supersede or in any
         way limit the rights, duties or obligations Employee may have under any
         other written agreement with Stratagene.

                  10.5     Severability. If, for any reason, any provision of
         this Agreement is held invalid, such invalidity shall not

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         affect any other provision of the Agreement not held so invalid and
         each such other provision shall, to the full extent consistent with
         law, continue in full force and effect.

         If any provision of this Agreement shall be held invalid in part, such
         invalidity shall in no way affect the rest of such provision not held
         so invalid, and the rest of such provision together with all other
         provisions of this Agreement shall, to the full extent consistent with
         law, continue in full force and effect.


                  10.6     Legal Fees. Stratagene shall pay to Employee all
         legal fees and expenses incurred by Employee as a result of any
         termination of employment as set forth in Section 1, including any fees
         and expenses, if any, incurred in contesting or disputing any such
         termination or in seeking to obtain or enforce any right or benefit
         provided by this Agreement.

                  10.7     Release. Employee hereby agrees that in the event of
         any termination of employment which results in the payments and
         benefits to Employee as set forth in this Agreement, Employee shall
         execute a mutually acceptable severance agreement and release with
         stratagene.

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         IN WITNESS WHEREOF, Stratagene and Employee have executed this
Agreement as of the date first written above.

                                    STRATAGENE:

                                    By: /s/ JOSEPH A. SORGE
                                    --------------------------------------------

                                    EMPLOYEE:

                                    /s/ RONNI L. SHERMAN
                                    --------------------------------------------

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