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<SEC-DOCUMENT>0001074140-05-000009.txt : 20050611
<SEC-HEADER>0001074140-05-000009.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050601173903
ACCESSION NUMBER:		0001074140-05-000009
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20050601
DATE AS OF CHANGE:		20050601

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPLIED DNA SCIENCES INC
		CENTRAL INDEX KEY:			0000744452
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				592262718
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78682
		FILM NUMBER:		05871617

	BUSINESS ADDRESS:	
		STREET 1:		9229 WEST SUNSET BOULEVARD, SUITE 830
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90069
		BUSINESS PHONE:		3108601362

	MAIL ADDRESS:	
		STREET 1:		9229 WEST SUNSET BLVD, SUITE 830
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90069

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROHEALTH MEDICAL TECHNOLOGIES INC
		DATE OF NAME CHANGE:	20010504

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DCC ACQUISITION CORP
		DATE OF NAME CHANGE:	19990211

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DATALINK CAPITAL CORP/TX/
		DATE OF NAME CHANGE:	19980306

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LANGLEY RICK
		CENTRAL INDEX KEY:			0001215323

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		8233 ROXBURY ROAD
		CITY:			LOS ANGLES
		STATE:			CA
		ZIP:			90069
		BUSINESS PHONE:		3104338289
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 AMENDMENT NO. 1

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           APPLIED DNA SCIENCES, INC.

                                (Name of Issuer)

                          COMMON STOCK, PAR VALUE $0.50
                         (Title of Class of Securities)

                                   03815U 10 2
                                 (CUSIP Number)

                               Rick Langley
          RHL Management, Inc. 8233 Roxbury Road, Los Angeles CA 90069
          ------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                 Communications)

                                  May 18, 2005
             (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule  because  of  Rule  13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following  box  [].

Note:  Schedules  filed in paper format shall include a signed original and five
copies  of  the  schedule,  including  all exhibits. See Rule 13d-7(b) for other
parties  to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).

<PAGE>

                                  SCHEDULE 13D


- ----------------------------                        -----------------
CUSIP  NO.  03815U  10  2                               PAGE  2  OF  4  PAGES
- ----------------------------                        -----------------


- -----------------------------------------------------------------------
1  NAME  OF  REPORTING  PERSON
   S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF  ABOVE  PERSON

     Rick Langley and RHL  Management,  Inc.               n/a
- -----------------------------------------------------------------------
2  CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP  (See Instructions)
                 (A)  [  ]
                 (B)  [  ]
- -----------------------------------------------------------------------
3  SEC  USE  ONLY

- -----------------------------------------------------------------------
4  SOURCE  OF  FUNDS  (See  Instructions)

- -----------------------------------------------------------------------
5  CHECK  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS  REQUIRED  PURSUANT  TO
   ITEM  2(d)  or  2(e)
- -----------------------------------------------------------------------
6    CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
     Nevada
- -----------------------------------------------------------------------
7     SOLE  VOTING  POWER

                      556,075
 NUMBER  OF     ----------------------------------------------------------------
  SHARES       8     SHARED  VOTING  POWER
 BENEFICIALLY
  OWNED  BY               -  0  -
   EACH        ---------------------------------------------------------------
 REPORTING     9     SOLE  DISPOSITIVE  POWER
  PERSON
   WITH                 556,075
               -------------------------------------------------------
               10    SHARED  DISPOSITIVE  POWER

                         -  0  -
- -----------------------------------------------------------------------
11     AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON

                        556,075
- -----------------------------------------------------------------------

12  CHECK  IF  THE  AGGREGATE  AMOUNT  IN  ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)  [  ]
13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)  1.39%
14  TYPE  OF  REPORTING  PERSON  (See  Instructions)  CO

<PAGE>


- ----------------------------                        -----------------
CUSIP  NO.  03815U  10  2                               PAGE  3  OF  4  PAGES
- ----------------------------                        -----------------

The  following  constitutes  an  amendment  to  the  Schedule  13D  filed by the
undersigned.  This Amendment amends the Schedule 13D as specifically set forth.

     Item  4  is  amended  in  its  entirety  to  read  as  follows:

ITEM  4.  PURPOSE  OF  TRANSACTION.

The Reporting Entity does not have any present plan or proposal as a stockholder
which  relates  to,  or  would result in any action with respect to, the matters
listed  in  paragraphs (b) through (j) of Item 4 of Schedule 13D. In the future,
the Reporting Entity may decide to purchase additional shares of Common Stock in
the open market or a private transaction, or to sell any or all of his shares of
Common  Stock.

     Item  5  is  amended  in  its  entirety  to  read  as  follows:

ITEM  5.  INTEREST  IN  SECURITIES  OF  THE  ISSUER.

a)  As  of  April  29,  2004  the  Issuer  had issued and outstanding a total of
40,012,699  shares of Common Stock as represented in a Registration Statement on
Form SB-2/A.   As of that date, the Reporting Person was the beneficial owner of
556,075  shares  of  Common  Stock  or  approximately  1.3%  of  the  issued and
outstanding  Common  Stock.   The Reporting Person has been advised and believes
that  additional  shares  of common stock of the Issuer are outstanding and that
consequently  the  percentage  ownership  will  be  reduced.

(b)  The  Reporting Person has the sole power to vote, or to direct the vote of,
556,075  shares  of Common Stock, and sole power to dispose of, or to direct the
disposition  of  556,075  shares  of  Common  Stock.

(c)  The  Reporting Person disposed of a total of 526,087 shares of Common Stock
of  the  Company  pursuant  to  a Stock Purchase Agreement between the Reporting
Person  and  Paul  Aloysius  Garardus LoomansMr. Loomans paid $500,000 for such
shares.

The  Reporting  Person  also entered into two option agreements with Mr. Loomans
pursuant  to  which he is entitled to acquire 1,843,071 shares on or before June
25,  2005  at  an  exercise  price of $1.00 per share, and to purchase 1,880,842
shares  on  or  before  August  9, 2005 at an exercise price of $1.00 per share.

(d)  Not  applicable.

(e)  The  Reporting  Person ceased to be the beneficial owner of 5% of the stock
effective  May  18,  2005

     Item  7  is  amended  to  add  the  following:

<PAGE>

- ----------------------------                        -----------------
CUSIP  NO.  03815U  10  2                               PAGE  4  OF  4  PAGES
- ----------------------------                        -----------------

ITEM  7.  MATERIAL  TO  BE  FILED  AS  EXHIBITS.

Exhibit 1     Stock Purchase Agreement dated as of May 10, 2005 by and among RHL
Management  Corp.,  Drs.  Paul  A.G.  Loomans  FB  and  Cutler  Law  Group.

Exhibit  2     Stock  Option Agreement dated as of May 10, 2005 by and among RHL
Management  Corp.,  Drs.  Paul  A.G.  Loomans  FB  and  Cutler  Law  Group.

Exhibit  3     Stock  Option Agreement dated as of May 10, 2005 by and among RHL
Management  Corp.,  Drs.  Paul  A.G.  Loomans  FB  and  Cutler  Law  Group.

SIGNATURE.

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that  the information set forth in this statement is true, complete and correct.

Dated:  May  18  2005

                              RHL MANAGEMENT, INC.


                              /s/  Rick  Langley
                               -----------------
                             By:  Rick  Langley


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>

                                    AGREEMENT
                                    ---------

     This  AGREEMENT  is  dated  as  of May 10, 2005 by and among RHL Management
Corp.  ("Seller"),  Drs. Paul A.G. Loomans FB ("Purchaser") and Cutler Law Group
("Escrow  Agent").

                                    RECITALS:

A.     Seller  desires  to  sell in the aggregate 526,087 shares of common stock
(the "Shares") of Applied DNA Sciences, Inc. ("APDN" or "Company") to Purchaser;
     and

B.     Purchaser  desires  to  purchase  the Shares from Seller on the terms and
conditions  set  forth  in  this  Agreement.

     IT  IS  AGREED:

1.     Purchase and Sale of Shares.  Subject to the terms and conditions herein,
       ---------------------------

     Seller  hereby  agrees to sell the Shares to Purchaser and Purchaser hereby
agrees  to  purchase  from Seller in the aggregate 326,087 Shares for a purchase
price  per  share  equal  to $0.92 USD (the "Initial Purchase Price per Share"),
200,000  Shares  for  a  purchase  price  per  share  equal  to  $1.00  USD (the
"Subsequent  Purchase  Price per Share") for a total aggregate purchase price of
$500,000  USD (the "Purchase Price").  The sale of the Shares shall occur in two
tranches,  an  initial  tranche of $300,000 and a second tranche of $200,000, as
more  fully  set  forth  below.

     Purchaser  and  Seller  acknowledge  and  agree  that  this  agreement  is
contingent  upon  the simultaneous execution and delivery by Seller to Purchaser
of (i) that certain Stock Option Agreement of even date herewith with respect to
the  sale of 1,843,071 shares of APDN common stock at an exercise price of $1.00
per  share  exercisable  until June 25, 2005; and (ii) that certain Stock Option
Agreement  of even date herewith with respect to the sale of 1,880,842 shares of
APDN  common  stock  at  an  exercise price of $1.00 per share exercisable until
August  9,  2005.

2.     Delivery  of  Shares.
       --------------------

(a)     Seller  shall  deliver  the  shares  to  the  Escrow Agent together with
appropriate  medallion guaranteed stock powers sufficient to transfer the shares
into  the  name  or  names  as  designated  by  Purchaser.

(b)     On  or  before  May  11,  2005,  Purchaser has delivered $300,000 of the
Purchase  Price  (the  "Initial  Purchase  Price") to the Escrow Agent, via wire
transfer of immediately available funds to the  Escrow Agent's account set forth
on  Exhibit  "A".  Escrow  Agent acknowledges receipt into escrow of such funds.

(c)     On  or before May 25, 2005, Purchaser shall pay $200,000 of the Purchase
Price  (the  "Subsequent Purchase Price") to the Escrow Agent, via wire transfer
of  immediately  available  funds  to  the  Escrow  Agent's account set forth on
Exhibit  "A".

<PAGE>

3.     Closing.
       -------

(a)     The  closing  of  the  purchase and sale of the Shares ("Closing") shall
take  place on two separate dates.  The initial closing of 326,087 of the Shares
(the "Initial Shares") in consideration for $300,000 of the Purchase Price shall
     take  place  upon  satisfactory  transfer into escrow of the Shares and the
Initial  Purchase  Price  (the "Initial Closing Date").  At the Initial Closing,
the Escrow Agent shall release the Initial Shares to Purchaser and shall release
the  Initial  Purchase  Price  to  Seller.

(b)     The second closing of 200,000 of the Shares (the "Subsequent Shares") in
consideration  for  $200,000  of  the Purchase Price shall take place on May 25,
2005  upon  satisfactory  transfer  into escrow of the Shares and the Subsequent
Purchase  Price (the "Subsequent Closing Date").  At the Subsequent Closing, the
Escrow  Agent shall release the Subsequent Shares to Purchaser and shall release
the  Subsequent  Purchase  Price  to  Seller.

(c)     In  the  event that the Initial Closing does not take place by the close
of  business  on  May  26, 2005, then the Escrow Agent shall return the Purchase
Price  to  the Purchaser and this Agreement shall terminate and be of no further
force  or  effect  unless  otherwise advised in writing by Purchaser and Seller.

4.     Representations  of  Seller.  Seller represents and warrants to Purchaser
as  follows:

(a)     Seller  is  the  record  and  beneficial  owner  of,  and  has  good and
marketable  title  to,  the  Shares,  free  and  clear  of  all  liens, security
interests,  charges,  claims,  restrictions  and  other encumbrances, subject to
securities  laws  restrictions.  Seller  has not granted to any person or entity
any  options  or  other  rights  to buy, or proxies or other rights to vote, the
Shares.  No other person or entity has any interest in the Shares of any nature.

(b)     Seller has full legal power to execute and deliver this Agreement and to
perform  its  obligations hereunder.  All acts required to be taken by Seller to
enter  into this Agreement and to carry out the transactions contemplated hereby
have  been  properly  taken;  and  this Agreement constitutes a legal, valid and
binding  obligation  of  Seller,  enforceable in accordance with its terms.  The
execution,  delivery  and  performance of this Agreement by Seller in accordance
with  its terms will not, with or without the giving of notice or the passage of
time,  or  both, conflict with, result in a default, right to accelerate or loss
of  rights  under,  or result in the creation of any encumbrance pursuant to, or
require the consent of any third party or governmental authority pursuant to any
franchise,  mortgage,  indenture or deed of trust or any material lease, license
or  other  agreement  or any law, regulation, order, judgment or decree to which
Seller  is  a  party  or  by  which  Seller  (or  any of its assets, properties,
operations  or  businesses)  may  be  bound,  subject  to  or  affected.

5.     Representations  of  Purchaser.  Purchaser hereby represents and warrants
to  Seller  as  follows:

(a)     Purchaser has full legal power to execute and deliver this Agreement and
     to  perform  its  obligations  hereunder.  All acts required to be taken by
Purchaser  to  enter  into  this  Agreement  and  to  carry out the transactions
contemplated  hereby  have been properly taken; and this Agreement constitutes a
legal,  valid and binding obligation of Purchaser enforceable in accordance with
its  terms.  The  execution,  delivery  and  performance  of  this  Agreement by
Purchaser  in  accordance with its terms will not, with or without the giving of
notice  or  the  passage  of  time, or both, conflict with, result in a default,
right  to  accelerate  or loss of rights under, or result in the creation of any
encumbrance  pursuant  to,  or  require  the  consent  of  any  third  party  or
governmental  authority.

<PAGE>

6.     Notices.  All  notices,  requests  and other communications given or made
pursuant  to this Agreement shall be in writing and shall be deemed to have been
duly given or made as of the date delivered personally or one day after delivery
     to  a  nationally  recognized  overnight courier for next day early morning
delivery,  in  each case to the addresses set forth on the signature page, or to
such  other  address  as  shall  be  specified  by  like  notice.

7.     Governing  Law.  This  Agreement  shall  be  governed by and construed in
accordance  with  the  law  of  the State of California without giving effect to
principles  of  conflicts  of  law.

8.     Headings.  The  headings  contained  in  this Agreement are for reference
purposes  only  and shall not in any way affect the meaning or interpretation of
this  Agreement.

9.     Amendment.  This  Agreement  may  not be amended or modified except by an
instrument  in  writing  signed  by  all  the  parties.

10.     Counterparts.  This Agreement may be signed in counterparts which, taken
together,  shall  constitute  one  Agreement.

11.     Further  Assurances.  The  parties  hereto  agree  to promptly take such
steps  as  may  be  necessary  to  effectuate  the  purposes  and intent of this
Agreement.

12.     Confidentiality.  Purchaser  and  Seller  agree  to  keep this Agreement
confidential  and  not  to  disclose  the  terms or any matters relating to this
Agreement  to  anyone  other  unless  required  by  law.

<PAGE>

IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first  above  written.

SELLER:

/a/ Richard H. Langley
Print  Name:  RHL  Management  Corp
Address:   8233  Roxbury  Road
           Los  Angeles,  CA  90069
FAX:       (323)  656-8074

PURCHASER:

By:  /s/ Paul A.G. Loomans
Name:  Paul  A.G.  Loomans  FB
Address: Brugstraat  42
         5731  HH  Mierlo,  Netherlands
FAX      00.31.492.430643

ESCROW  AGENT:

Cutler  Law  Group
By: /s/ M. Richard Cutler
Name:  M.  Richard  Cutler
Title:   President
Address: 3206  West  Wimbledon  Drive
         Augusta,  GA  30909
Fax:     (706)  243-4206

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>doc3.txt
<TEXT>

                             STOCK OPTION AGREEMENT

     This  STOCK OPTION AGREEMENT ("Agreement") is dated as of May 10, 2005 (the
"Effective  Date"),  by  and  between RHL MANAGEMENT CORP. ("Seller"), PAUL A.G.
LOOMANS  FB  ("Purchaser"), and CUTLER LAW GROUP, A PROFESSIONAL LAW CORPORATION
("Escrow  Agent").

                                    RECITALS
                                    --------

     WHEREAS,  Seller  proposes  to  issue to Purchaser an option to acquire ONE
MILLION  EIGHT  HUNDRED FORTY-THREE THOUSAND SEVENTY-ONE (1,843,071) shares (the
"Shares")  of  the  authorized  and issued common stock of Applied DNA Sciences,
Inc.  ("APDN"),  presently  held by Seller, in accordance with the terms of this
Agreement;  and

     WHEREAS,  in consideration of the promises and the mutual agreements herein
set  forth,  the  parties  hereto  agree  as  follows:

                                    AGREEMENT
                                    ---------
SECTION  1     Issuance  of  Option.  Upon  execution  of this Agreement, Seller
hereby  issues  Purchaser  an  option to acquire 1,843,071 Shares of APDN Common
Stock, fully paid and non-assessable at an exercise price of $1.00 USD per share
(the  "Per  Share  Exercise  Price"),  or  an  aggregate  of $1,843,071 USD (the
"Purchase  Price")  subject  to  the  terms  of  this  Agreement (the "Option").

SECTION  2     Expiration of Option.    Purchaser's option rights to acquire the
Shares  shall  expire  at  5:00  pm,  Eastern  Standard  Time, on June 25, 2005.

SECTION  3     Delivery  of  Shares.    Seller  has  delivered the shares to the
Escrow  Agent  together  with  appropriate  medallion  guaranteed  stock  powers
sufficient  to  transfer  the  shares  into  the  name or names as designated by
Purchaser.

SECTION  4     Exercise.    The  Option shall be exercised by delivery to Seller
of  (a)  a  written  notice of exercise stating the information set forth on the
form  of  Notice  of Exercise attached hereto as Appendix A, (b) providing proof
that  payment  has been sent by wire transfer on or before the expiration of the
option  as  set  forth  in  Section  2  hereof  (a  copy  of  the  wire transfer
confirmation  number  faxed  to the Escrow Agent shall be considered proof), and
(c)  actual  delivery by wire transfer of the Purchase Price to the Escrow Agent
for further delivery to Seller at Closing received within seven days of any such
Notice  of  Exercise.

SECTION  5.     Closing  of  Sale  on Exercise.  The closing of the purchase and
sale  of  the  Shares  ("Closing")  pursuant to this Option Agreement shall take
place  upon  notice  of exercise as set forth in Section 4 hereof and receipt of
the  Purchase Price into Escrow.  At the Closing, the Escrow Agent shall release
the  Shares to Purchaser and shall release the Purchase Price to Seller.  In the
event that this Option shall not be exercised by the Expiration Date, the Shares
shall  be  immediately  returned  by  the  Escrow  Agent  to  the  Seller.

SECTION 6.     No Rights as Stockholder.     Purchaser shall have no rights as a
stockholder  with respect to the Shares covered by this Option until the Closing
Date and delivery of the Shares to Purchaser, and no adjustment will be made for
dividends  or  other  rights  for  which the record date is prior to the Closing
Date.

SECTION  7.     Sales  of  Remaining  Shares by Seller during Option Period.  So
long  as this option remains unexercised and the expiration date has not passed,
Seller  agrees not to sell on any public securities markets any shares of common
stock  of  APDN  at any price between $0.70 per share and $1.15 per share.  This
prohibition  shall not apply to any sales by Seller at a public market price per
share of $0.70 per share or less or any sales by Seller at a public market price
per  share  of  $1.15  or  greater.

<PAGE>

SECTION  8.     Representations  of  Seller.  Seller  represents and warrants to
Purchaser  as  follows:

     (a)  Seller  is  the  record  and  beneficial  owner  of,  and has good and
marketable  title  to,  the  Shares,  free  and  clear  of  all  liens, security
interests,  charges,  claims,  restrictions  and  other encumbrances, subject to
securities  laws  restrictions.  Seller  has not granted to any person or entity
any  options  or  other  rights  to buy, or proxies or other rights to vote, the
Shares.  No other person or entity has any interest in the Shares of any nature.

     (b)  Seller  has full legal power to execute and deliver this Agreement and
to  perform  its obligations hereunder.  All acts required to be taken by Seller
to  enter  into  this  Agreement  and to carry out the transactions contemplated
hereby  have  been properly taken; and this Agreement constitutes a legal, valid
and binding obligation of Seller, enforceable in accordance with its terms.  The
execution,  delivery  and  performance of this Agreement by Seller in accordance
with  its terms will not, with or without the giving of notice or the passage of
time,  or  both, conflict with, result in a default, right to accelerate or loss
of  rights  under,  or result in the creation of any encumbrance pursuant to, or
require the consent of any third party or governmental authority pursuant to any
franchise,  mortgage,  indenture or deed of trust or any material lease, license
or  other  agreement  or any law, regulation, order, judgment or decree to which
Seller  is  a  party  or  by  which  Seller  (or  any of its assets, properties,
operations  or  businesses)  may  be  bound,  subject  to  or  affected.

SECTION  9.     Representations  of  Purchaser.  Purchaser hereby represents and
warrants  to  Seller  as  follows:

     (a)  Purchaser  has  full legal power to execute and deliver this Agreement
and  to  perform  its  obligations  hereunder.  All acts required to be taken by
Purchaser  to  enter  into  this  Agreement  and  to  carry out the transactions
contemplated  hereby  have been properly taken; and this Agreement constitutes a
legal,  valid and binding obligation of Purchaser enforceable in accordance with
its  terms.  The  execution,  delivery  and  performance  of  this  Agreement by
Purchaser  in  accordance with its terms will not, with or without the giving of
notice  or  the  passage  of  time, or both, conflict with, result in a default,
right  to  accelerate  or loss of rights under, or result in the creation of any
encumbrance  pursuant  to,  or  require  the  consent  of  any  third  party  or
governmental  authority.

SECTION  10.     Notices.  All  notices, requests and other communications given
or  made  pursuant  to this Agreement shall be in writing and shall be deemed to
have  been  duly  given  or  made as of the date delivered personally or one day
after  delivery  to a nationally recognized overnight courier for next day early
morning delivery, in each case to the addresses set forth on the signature page,
or  to  such  other  address  as  shall  be  specified  by  like  notice.

SECTION  11.     Governing  Law.  This  Agreement  shall  be  governed  by  and
construed  in  accordance with the law of the State of California without giving
effect  to  principles  of  conflicts  of  law.

SECTION  !2.     Headings.  The  headings  contained  in  this Agreement are for
reference  purposes  only  and  shall  not  in  any  way  affect  the meaning or
interpretation  of  this  Agreement.

SECTION 13.     Amendment.  This Agreement may not be amended or modified except
by  an  instrument  in  writing  signed  by  all  the  parties.

SECTION  14.     Counterparts.  This  Agreement  may  be  signed in counterparts
which,  taken  together,  shall  constitute  one  Agreement.

SECTION  15.     Further  Assurances.  The parties hereto agree to promptly take
such  steps  as  may  be necessary to effectuate the purposes and intent of this
Agreement.

SECTION  16     Confidentiality.  Purchaser  and  Seller  agree  to  keep  this
Agreement  confidential and not to disclose the terms or any matters relating to
this  Agreement  to  anyone  other  unless  required  by  law.


<PAGE>

IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first  above  written.

SELLER:

/a/ Richard H. Langley
Print  Name:  RHL  Management  Corp
Address:   8233  Roxbury  Road
           Los  Angeles,  CA  90069
FAX:       (323)  656-8074

PURCHASER:

By:  /s/ Paul A.G. Loomans
Name:  Paul  A.G.  Loomans  FB
Address: Brugstraat  42
         5731  HH  Mierlo,  Netherlands
FAX      00.31.492.430643

ESCROW  AGENT:

Cutler  Law  Group
By: /s/ M. Richard Cutler
Name:  M.  Richard  Cutler
Title:   President
Address: 3206  West  Wimbledon  Drive
         Augusta,  GA  30909
Fax:     (706)  243-4206


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>doc4.txt
<TEXT>

                             STOCK OPTION AGREEMENT

     This  STOCK OPTION AGREEMENT ("Agreement") is dated as of May 10, 2005 (the
"Effective  Date"),  by  and  between RHL MANAGEMENT CORP. ("Seller"), PAUL A.G.
LOOMANS  FB  ("Purchaser"), and CUTLER LAW GROUP, A PROFESSIONAL LAW CORPORATION
("Escrow  Agent").

                                    RECITALS
                                    --------

     WHEREAS,  Seller  proposes  to  issue to Purchaser an option to acquire ONE
MILLION EIGHT HUNDRED EIGHTY THOUSAND EIGHT HUNDRED FORTY-TWO (1,880,842) shares
(the  "Shares")  of  the  authorized  and  issued  common  stock  of Applied DNA
Sciences,  Inc. ("APDN"), presently held by Seller, in accordance with the terms
of  this  Agreement;  and

     WHEREAS,  in consideration of the promises and the mutual agreements herein
set  forth,  the  parties  hereto  agree  as  follows:

                                    AGREEMENT
                                    ---------
SECTION  1     Issuance  of  Option.  Upon  execution  of this Agreement, Seller
               --------------------
hereby  issues  Purchaser  an  option to acquire 1,880,842 Shares of APDN Common
Stock, fully paid and non-assessable at an exercise price of $1.00 USD per share
(the  "Per  Share  Exercise  Price"),  or  an  aggregate  of $1,880,842 USD (the
"Purchase  Price")  subject  to  the  terms  of  this  Agreement (the "Option").
SECTION  2     Expiration of Option.    Purchaser's option rights to acquire the
               --------------------
Shares  shall  expire  at  5:00  pm,  Eastern  Standard Time, on August 9, 2005.

SECTION  3     Delivery  of  Shares.    Seller  has  delivered the shares to the
               --------------------
Escrow  Agent  together  with  appropriate  medallion  guaranteed  stock  powers
sufficient  to  transfer  the  shares  into  the  name or names as designated by
Purchaser.

SECTION  4     Exercise.    The  Option shall be exercised by delivery to Seller
               --------
of  (a)  a  written  notice of exercise stating the information set forth on the
form  of  Notice  of Exercise attached hereto as Appendix A, (b) providing proof
that  payment  has been sent by wire transfer on or before the expiration of the
option  as  set  forth  in  Section  2  hereof  (a  copy  of  the  wire transfer
confirmation  number  faxed  to the Escrow Agent shall be considered proof), and
(c)  actual  delivery by wire transfer of the Purchase Price to the Escrow Agent
for further delivery to Seller at Closing received within seven days of any such
Notice  of  Exercise.

SECTION  5.     Closing  of  Sale  on Exercise.  The closing of the purchase and
                ------------------------------
sale  of  the  Shares  ("Closing")  pursuant to this Option Agreement shall take
place  upon  notice  of exercise as set forth in Section 4 hereof and receipt of
the  Purchase Price into Escrow.  At the Closing, the Escrow Agent shall release
the  Shares to Purchaser and shall release the Purchase Price to Seller.  In the
event that this Option shall not be exercised by the Expiration Date, the Shares
shall  be  immediately  returned  by  the  Escrow  Agent  to  the  Seller.

SECTION 6.     No Rights as Stockholder.     Purchaser shall have no rights as a
stockholder  with respect to the Shares covered by this Option until the Closing
Date and delivery of the Shares to Purchaser, and no adjustment will be made for
dividends  or  other  rights  for  which the record date is prior to the Closing
Date.

SECTION  7.     Sales  of  Remaining  Shares by Seller during Option Period.  So
long  as this option remains unexercised and the expiration date has not passed,
Seller  agrees not to sell on any public securities markets any shares of common
stock  of  APDN  at any price between $0.70 per share and $1.15 per share.  This
prohibition  shall not apply to any sales by Seller at a public market price per
share of $0.70 per share or less or any sales by Seller at a public market price
per  share  of  $1.15  or  greater.

<PAGE>

SECTION  8.     Representations  of  Seller.  Seller  represents and warrants to
Purchaser  as  follows:

     (a)  Seller  is  the  record  and  beneficial  owner  of,  and has good and
marketable  title  to,  the  Shares,  free  and  clear  of  all  liens, security
interests,  charges,  claims,  restrictions  and  other encumbrances, subject to
securities  laws  restrictions.  Seller  has not granted to any person or entity
any  options  or  other  rights  to buy, or proxies or other rights to vote, the
Shares.  No other person or entity has any interest in the Shares of any nature.

     (b)  Seller  has full legal power to execute and deliver this Agreement and
to  perform  its obligations hereunder.  All acts required to be taken by Seller
to  enter  into  this  Agreement  and to carry out the transactions contemplated
hereby  have  been properly taken; and this Agreement constitutes a legal, valid
and binding obligation of Seller, enforceable in accordance with its terms.  The
execution,  delivery  and  performance of this Agreement by Seller in accordance
with  its terms will not, with or without the giving of notice or the passage of
time,  or  both, conflict with, result in a default, right to accelerate or loss
of  rights  under,  or result in the creation of any encumbrance pursuant to, or
require the consent of any third party or governmental authority pursuant to any
franchise,  mortgage,  indenture or deed of trust or any material lease, license
or  other  agreement  or any law, regulation, order, judgment or decree to which
Seller  is  a  party  or  by  which  Seller  (or  any of its assets, properties,
operations  or  businesses)  may  be  bound,  subject  to  or  affected.

SECTION  9.     Representations  of  Purchaser.  Purchaser hereby represents and
warrants  to  Seller  as  follows:

     (a)  Purchaser  has  full legal power to execute and deliver this Agreement
and  to  perform  its  obligations  hereunder.  All acts required to be taken by
Purchaser  to  enter  into  this  Agreement  and  to  carry out the transactions
contemplated  hereby  have been properly taken; and this Agreement constitutes a
legal,  valid and binding obligation of Purchaser enforceable in accordance with
its  terms.  The  execution,  delivery  and  performance  of  this  Agreement by
Purchaser  in  accordance with its terms will not, with or without the giving of
notice  or  the  passage  of  time, or both, conflict with, result in a default,
right  to  accelerate  or loss of rights under, or result in the creation of any
encumbrance  pursuant  to,  or  require  the  consent  of  any  third  party  or
governmental  authority.

SECTION  10.     Notices.  All  notices, requests and other communications given
or  made  pursuant  to this Agreement shall be in writing and shall be deemed to
have  been  duly  given  or  made as of the date delivered personally or one day
after  delivery  to a nationally recognized overnight courier for next day early
morning delivery, in each case to the addresses set forth on the signature page,
or  to  such  other  address  as  shall  be  specified  by  like  notice.

SECTION  11.     Governing  Law.  This  Agreement  shall  be  governed  by  and
construed  in  accordance with the law of the State of California without giving
effect  to  principles  of  conflicts  of  law.

SECTION  !2.     Headings.  The  headings  contained  in  this Agreement are for
reference  purposes  only  and  shall  not  in  any  way  affect  the meaning or
interpretation  of  this  Agreement.

SECTION 13.     Amendment.  This Agreement may not be amended or modified except
by  an  instrument  in  writing  signed  by  all  the  parties.

SECTION  14.     Counterparts.  This  Agreement  may  be  signed in counterparts
which,  taken  together,  shall  constitute  one  Agreement.

SECTION  15.     Further  Assurances.  The parties hereto agree to promptly take
such  steps  as  may  be necessary to effectuate the purposes and intent of this
Agreement.

SECTION  16     Confidentiality.  Purchaser  and  Seller  agree  to  keep  this
Agreement  confidential and not to disclose the terms or any matters relating to
this  Agreement  to  anyone  other  unless  required  by  law.


<PAGE>

IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first  above  written.

SELLER:

/a/ Richard H. Langley
Print  Name:  RHL  Management  Corp
Address:   8233  Roxbury  Road
           Los  Angeles,  CA  90069
FAX:       (323)  656-8074

PURCHASER:

By:  /s/ Paul A.G. Loomans
Name:  Paul  A.G.  Loomans  FB
Address: Brugstraat  42
         5731  HH  Mierlo,  Netherlands
FAX      00.31.492.430643

ESCROW  AGENT:

Cutler  Law  Group
By: /s/ M. Richard Cutler
Name:  M.  Richard  Cutler
Title:   President
Address: 3206  West  Wimbledon  Drive
         Augusta,  GA  30909
Fax:     (706)  243-4206


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
