<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>
