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Service Agreement - Invitrogen Corp. and Anthony Francis Martin

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                              DATED January 1st 2000

                           (1)  INVITROGEN CORPORATION

                           (2)  ANTHONY FRANCIS MARTIN


                                  SERVICE AGREEMENT


                                                      Halliwell Landau
                                                      St. James's Court
                                                      Brown Street
                                                      M2 2JF


THIS AGREEMENT is made on                                               2000

(1)    INVITROGEN CORPORATION whose principal place of business is
       [1600 Faraday Avenue, Carlsbad CA 92008] (the "COMPANY"); and

(2)    ANTHONY FRANCIS MARTIN of 7 Tuckers Drive, Holmer Green, High Wycombe,
       Buckinghamshire HP15 6SY, UK (the "EXECUTIVE").



      In this agreement unless the context otherwise requires:

1.1.  the following words and expressions have the following meanings:

      the date of this agreement;

      each anniversary of the Commencement Date;

      the date of termination of the Executive's employment with the Company;

1.2   references to the Executive's employment are to his employment by the
      Company under and pursuant to this agreement.



2.1   The Company shall employ the Executive and the Executive shall serve
      the Company as President and Chief Executive Officer of Europe.

2.2   The Executive shall forthwith be appointed to the board of directors of
      the European subsidiary Company as soon as practicable.

3.    DUTIES

      During the continuance of this agreement:

      3.1  the Executive shall undertake such duties and exercise such powers
           in relation to the Company as the board of directors of Invitrogen
           BV shall from time to time properly and reasonably assign to or vest
           in him;

      3.2  the Executive shall well and faithfully serve the Company and
           Invitrogen BV and use his reasonable endeavours to promote and
           develop the business and interests of the Company and Invitrogen
           BV; and

      3.3  the Executive shall devote substantially the whole of his time
           attention and abilities during normal working hours which are from
           9am to 5pm Monday to Friday and such other hours as may be reasonably
           required for the proper performance of his duties under this
           agreement to the business of the Company.

4.    PERIOD

      The Executive's continuous employment with the Company began on 1
      January 2000.


      The Company shall provide a suitable office for the use of the
      Executive at the Company's


      premises at a suitable location to be agreed by the Company and the
      Executive from time to time and the Executive shall carry out his duties
      there.  The Executive may be required to travel on the business of the


6.1   For the services provided by the Executive pursuant to this agreement
      the Executive shall be entitled to remuneration at the rate of
      L168,000.00 per annum as from the Commencement Date which shall accrue
      from day to day payable monthly in arrears.

6.2   The Executive shall be entitled to participate in the Company's
      "executive bonus program", details of which shall be supplied by the
      Company to the Executive and under the terms of which the Executive shall
      be entitled to receive a bonus payment of a sum equivalent to up to 30% of
      the Executive's salary payable pursuant to this clause 6.

6.3   On every Review Date during the continuance of this agreement the
      remuneration of the Executive payable under clause 6 shall be reviewed by
      the Company.


      In addition to his remuneration hereunder the Executive shall be
      reimbursed all expenses properly incurred by him in the discharge of
      his duties hereunder upon production of appropriate written evidence
      thereof if reasonably practicable.


8.1   The Company shall pay premiums necessary to provide the Executive his
spouse and dependent children under the age of 21 with adequate private
health care insurance under the Standard Life "Prime Health" Scheme (or an
equivalent organisation) at a level consistent with his position.


8.2   The Executive agrees to undergo such medical checks as may be
      required by the Board from time to time.


9.1   The Executive shall be provided at the Company's expense with death in
      benefit cover providing a payment of four times the Executive's basic
      annual salary from time to time in the event of his death during the
      continuance of his employment by the Company.

9.2   The Executive shall participate at the Company's expense in a
      permanent health insurance scheme underwritten by such reputable
      insurers as the Company shall decide from time to time.


10.1  There is no contracting out certificate in force in respect of the
      Executive's employment under this Agreement.

10.2  The Company shall contribute L10,000 per annum to such private pension
      scheme as the Executive shall from time to time notify the Company.


11.1  The Executive shall be entitled during every calendar year of his
      employment (and pro rata for part of such year) to:

      11.1.1  all generally observed UK public holidays;

      11.1.2  such further days holidays being not less than 25 days
              each year at such time as shall reasonably be agreed by
              the Company.


11.2  The Executive shall be entitled to carry forward from one year to the
      next any unused holiday entitlement and payment will be made by the
      Company in lieu of accrued but unused holiday entitlement at the end of
      the holiday year on the basis of 1/365 salary for each day of accrued
      but unused holiday.

11.3  For the calendar year in which the Executive's employment commences
      or terminates the Executive is entitled to holidays during that year
      assessed on a pro-rata basis. On the termination of the Executive's
      employment for what ever reason the Executive shall either be entitled
      to pay in lieu of outstanding holiday entitlement or be required to
      repay to the Company any salary received for holiday taken in excess
      of his actual entitlement. The basis for payment shall be 1/365 salary
      for each day.


12.1  Subject as hereinafter provided, during any period of absence from
      work due to illness or disability the Executive shall continue to be
      entitled to his full remuneration for a period of 26 weeks in each
      calendar year subject to deduction of statutory sick pay.

12.2  If the Executive is absent from work as a result of illness or
      disability, he will:

      12.2.1  notify the Company as soon as practicable on the first
              day of his absence;

      12.2.2  if the period of absence is less than eight
              consecutive days, submit to the Company on his return a
              certificate of sickness completed by himself;

      12.2.3  if the period of absence is eight consecutive days or
              more, submit to the Company without a delay a medical
              certificate signed by a practising medical practitioner
              in respect of each week of absence after the first.

12.3  If the Executive's absence from work as a result of illness or
      disability shall be or appear to be occasioned by the actionable
      negligence of a third party in respect of which damages


      are or may be recoverable, then all sums paid by the Company in
      accordance with this clause 13 shall constitute loans to the Executive,
      who shall:

      12.3.1  forthwith notify the Company of the relevant circumstances
              and of any claim, compromise, settlement or judgement made or
              awarded in connection therewith;

      12.3.2  give to the Company all such particulars of such matters as
              the Company may reasonably require, and

      12.3.3  if any damages are recovered from the third party refund to
              the Company such sum, not exceeding the lesser of:

              (a) the amount of damages recovered by the Executive under
                  such compromise, settlement or judgement; and

              (b) the sums advanced to the Executive in respect of
                  the period of the incapacity;

              as the Company may determine;


      The Company acknowledges that the Executive is Chairman of Neutec
      Pharma plc and that the Executive will from time to time attend Board
      meetings of Neutec Pharma plc.


      The Executive shall not, except as authorised or required by his duties
      or obliged by law, reveal to any person or use for his own purposes or
      for any purposes other than those of the Company any of the trade
      secrets, secret or confidential operations, processes or dealings or any
      information concerning the organisation, prospective business, business


      methods, systems or affairs, finances, transactions or affairs of the
      Company, or any similar information in relation to any customer or
      supplier of the Company, which may come to his knowledge during and
      as a result of his employment and shall keep with complete secrecy all
      confidential information entrusted to him and shall not use or
      attempt to use any such information in any manner which may injure or
      cause loss either directly or indirectly to the Company or its business
      or may be likely so to do.  This restriction shall continue to apply
      after the termination of this agreement without limit in point of time
      but shall cease to apply to information or knowledge which the Executive
      establishes has in its entirety become public knowledge otherwise than
      through any unauthorised disclosure or breach on the part of the


      The Executive shall not during the continuance of this agreement make,
      otherwise than for the benefit of the Company, any notes or memoranda
      relating to any matter within the scope of the business of the Company
      or concerning any of its dealings or affairs, nor shall the Executive
      either during the continuance of this agreement or afterwards use or
      permit to be used any such notes or memoranda otherwise than for the
      benefit of the Company. All such notes and memoranda made by the
      Executive shall be the property of the Company and left at the
      registered office of the Company upon the termination of the Executive's


16.1  The employment of the Executive may be determined:

      16.1.1  by the Company without notice if the Executive is guilty of
              any gross misconduct in connection with or affecting the
              business of the Company;

      16.1.2  by either party upon giving to the other not less than one
              month's notice in writing.


16.2  Unless the employment of the Executive is terminated by the Company
      pursuant to clause 16.1.1, if the employment of the Executive is
      terminated by the Company the Company shall on the Termination Date make
      a payment to the Executive of an amount equal to the salary (including
      any bonus) which the Executive earned during the 12 month period
      immediately preceding the Termination Date together with a further sum
      equivalent to the value of benefits to which the Executive was entitled
      to during such period.

16.3  The Company may, at its discretion, pay monies in lieu of required
      notice periods and/or require the Executive to remain away from work
      during his notice period.


17.1  The Executive should refer any grievances about his employment or
      about any decision relating to him to the board of directors of the
      Company by giving written notice who will deal with the grievance and
      whose decision shall be final.

17.2  There are no disciplinary rules relating to the Executive's


      No collective agreements affect the Executive's terms and conditions of
      employment with the Company.


      As from the Commencement Date, this agreement will govern the
      employment relations between the Company and the Executive and any
      former agreements subsisting between the Executive and the Company in
      respect of such employment relationship with thereafter cease to be of



      This agreement shall be governed by and construed in accordance with
      English law and each of the parties hereto submits to the non-exclusive
      jurisdiction of the English Courts.

This agreement is effective as at the day and year first written above.

FOR AND ON BEHALF OF                                                   )
INVITROGEN CORPORATION                                                 )
by: /s/ Lyle C. Turner                                                 )

SIGNED by ANTHONY FRANCIS MARTIN                                       )