<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>
