<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>feb122005sb2ex101.txt
<TEXT>
Exhibit 10.1

                          EXCLUSIVE LICENSING AGREEMENT

This Exclusive Licensing  Agreement  ("Agreement") is made as of Oct. 8, 2002 by
and between Biowell  Technology Inc., a company duly  incorporated and organized
under the laws of Taiwan, Republic of China, ("ROC), having its principal office
at 18F, No. 959, Chung-Cheng Rd., Chung-Ho City, Taipei County, Taiwan, 235 ROC,
(hereinafter  referred  to as  "Biowell")  and  Applied DNA  Sciences,  Inc.,  a
corporation  duly  incorporated  under the laws of the State of  Nevada,  United
States of America with principal office at 9255 West Sunset Blvd. Suite 805, Los
Angeles, California 90069, USA ("Licensee"), either or both of which is referred
to as a "party" or the "parties.



                                    RECITALS

A.   Biowell has developed various technologies and know-how including,  without
     limitation,    various   DNA   based    anti-counterfeiting    technologies
     ("Technology"),  and owns the  rights to patents  and  patent  applications
     covering several aspects of this Technology.  In addition Biowell possesses
     proprietary  knowledge of the  Technology.  Biowell  desires to license the
     right to manufacture Licensed Products for Licensee to manufacture Licensed
     Products in the  Territory  as defined in Exhibit 1 attached  hereto  using
     materials  purchased  from  Biowell.  Biowell  also desires to sell various
     parts and  components  related to the  Products to Licensee for Licensee to
     manufacture  the Licensed  Products.  Biowell also desires to sell finished
     Biowell Products to Licensee.

B.   Licensee  desires to: (a) purchase  materials to  manufacture  the Licensed
     Products itself for sale in the Territory; or (b) purchase finished Biowell
     Products from Biowell for resale in the Territory.



                                   DEFINITIONS

     Unless the context requires otherwise,  whenever used in this Agreement the
following terms and expressions shall have the following meaning:

     "Agreement" shall mean this agreement including its Exhibits,  as it may be
amended from time to time by written agreement of both parties.

     "Average  Biowell  Share Price" means the average  closing price of Biowell
common shares as reported on the relevant  national  market exchange for each of
the [fifteen (15)] trading days immediately preceding the date of exercising the
Biowell Option.

                                       1
<PAGE>
     "Average  Licensee Share Price" means the average closing price of Licensee
common shares as reported on the relevant  national  market exchange for each of
the [fifteen (15)] trading days immediately preceding the date of exercising the
Licensee Option.

     "Biowell  Option"  means  the  option  issued  to  Licensee  or its  lawful
successor-in-interest by Biowell as further described in Section 4.

     "Biowell  Option  Shares"  means the  number  of shares of common  stock in
Biowell  deliverable upon exercise of the Biowell Option,  as adjusted from time
to time.

     "Biowell Products" means Products manufactured by Biowell.

     "Business  Day"  means any day  except a  Saturday,  Sunday or other day on
which  commercial banks in the city of Taipei and New York are authorized by law
to close.

     "Business  Methods" mean business  methods  developed,  licensed to, and/or
owned by Biowell relating to the Technology and Products.

     "Company" shall mean either Licensee or Biowell where relevant.

     "Confidential  Information"  includes all  information,  whether written or
oral,  in  whatever  form  disclosed,  concerning  any  technologies,  products,
developments,   business  methods,   business  plans,   marketing,   investment,
management,  financial and other business affairs in connection with all matters
relating to or arising out of this Agreement,  including without  limitation the
Technology, the Business Methods and Know How.

     "Customers"  means any natural or legal  person(s)  or  entities  primarily
solicited by Licensee under this Agreement in the Territory.

     "Delivery  Date"  shall mean the date  specified  by Licensee in a Purchase
Order on which a Product or Product  Material  is required  to be  delivered  by
Biowell to Licensee.

     "Exercise Period" means the three calendar years immediately  following the
Effective Date of this Agreement.

     "Holder"  means Licensee where Licensee is the holder of the Biowell Option
or is offering to exercise the Biowell  Option;  and means Biowell where Biowell
is the holder of the  Licensee  Option or is offering to exercise  the  Licensee
Option.

     "Intellectual Property Rights" shall mean:

     (a)  patents, designs, utility models, design rights, copyrights,  database
          rights,  topography  rights,  trade or service  marks  (whether or not
          registered) or any similar rights in brands;

     (b)  applications  for any of the foregoing and the right to apply therefor
          in any jurisdiction;

                                       2
<PAGE>
     (c)  Know-How, trade secrets and other Confidential Information; and

     (d)  domain name registrations;

     (e)  and all or any similar or equivalent  rights  arising or subsisting in
          any jurisdiction.

     "Know-How"  means all technical,  operational  and commercial  Confidential
Information  (including but not limited to Confidential  Information relating to
product  development,  business plans,  business  models,  marketing,  and other
business  affairs of the  disclosing  party)  required for the  exploitation  of
Technology  or  related  to  the  Products,   and  including  such  Confidential
Information as may relate to any Intellectual Property therein.

     "Maximum  Licensee  Shares"  means  500,000  common  shares in  Licensee or
Licensee's successor-in-interest.

     "Maximum Biowell Shares" means 500,000 common shares in Biowell.

     "Minimum  Guarantee"  shall mean the minimum quantity of business volume to
be  generated  by  Licensee  on behalf of Biowell as  further  described  in the
attached Exhibit 2.

     "Product" means either  Licensed  Product or Biowell Product as the context
requires, as specified in Exhibit 3 attached hereto.

     "Product Materials" means any and all raw materials required to manufacture
the Licensed Products for resale in the Territory.

     "Purchase  Order" shall mean an order for Biowell  Products  that  Licensee
submits and Biowell accepts. All Purchase Orders will be gathered and controlled
by the terms of this Agreement unless otherwise agreed to in writing by Licensee
and Biowell.

     "Licensee Option" means the option issued to Biowell by Licensee as further
described in Section 4.

     "Licensee  Option  Shares"  means the number of shares of common  shares in
Licensee or Licensee's  successor-in-interest  deliverable  upon exercise of the
Licensee Option, as adjusted from time to time.

     "Licensed  Products"  means Products as described in Exhibit 3 manufactured
by Licensee incorporating Product Materials.

     "Territory" means the territories specified in Exhibit 1.


                                       3
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                          1. Grant of Exclusive Right

1.1  Subject to the terms and  conditions  of this  Agreement and for so long as
     Licensee is in compliance  with all of its obligations  hereunder,  Biowell
     hereby  grants an  exclusive  right for Licensee  to: (a)  manufacture  the
     Products  using  only  Product  Materials  purchased  from  Biowell  or its
     authorized  designees  for  resale in the  Territory;  and (b)  resell  the
     Products,  either  purchased  from  Biowell  directly  or  manufactured  by
     Licensee using Product Materials  purchased from Biowell,  in the Territory
     (collectively,   "Exclusive  License").  Licensee  shall  purchase  Product
     Materials  only from  Biowell  or its  authorized  designees.  The  parties
     understand that the exclusivity of the manufacturing  arrangement  requires
     that  Licensee  give an  undivided  priority of the highest  loyalty to the
     Products in all business endeavours.  No express or implied licenses of any
     type for the Technology shall be granted to Licensee.

1.2  Licensee may also purchase finished completed Biowell Products from Biowell
     for  resell  in the  Territory  under  the  procedures  set  forth  in this
     Agreement.

1.3  Upon the terms  specified in this  section,  Biowell  shall license any new
     improvements,  modifications or alterations related to the Products in this
     Agreement to Licensee ("New Improvement License").  Subject to the terms of
     this  Agreement,  Biowell  shall also grant an exclusive  license to market
     every new  anti-fraud  products  developed by Biowell while this  Agreement
     remains in effect ("New Product  License"),  Such New Product License shall
     remain exclusive for 365 calendar days after the date Licensee can actually
     sell  the  New  Products  in  the  Territory.  In  order  to  maintain  the
     exclusivity  of such New Product  License in  Licensee's  Territory for the
     second  calendar  year,  Licensee must provide  Biowell with received gross
     order for such every New  Products  amounting  to  US$100,000.00  ("Minimum
     Guarantee for New Products") during the first calendar year.  Licensee will
     need to increase its sales by 20% annually in years 2, 3, 4, and 5 in order
     to keep its  exclusive  license  for any new  products at which point these
     products  will fall into the same  category  and  conditions  placed on the
     original licensed product line.

1.4  Support.  Biowell shall provide  reasonable  telephonic and electronic mail
     ("e-mail")  support to Licensee  on an as needed  basis,  during  Biowell's
     regular business hours. Biowell shall appoint a liaison to communicate with
     Licensee,  and Licensee  shall funnel its inquiries  through such appointed
     liaison so as to minimize any disruption to the staff of Biowell.  Licensee
     agrees to provide  Biowell  with  timely  written  notification  containing
     specific details of problems to enable Biowell to diagnose such problems.


                                       4
<PAGE>
1.5  Professional Guidance Licensee wishes to build lab(s) in its Territory,  at
     its own cost, for the purpose of analyzing,  testing  and/or  manufacturing
     Licensed  products,  and  Biowell  agrees  at  its  own  discretion  and at
     Licensee's  cost, to assist Licensee by providing  Licensee with reasonable
     professional  guidance,  technical  support  and  training;  the  terms and
     conditions of which  guidance,  support and training will be subject to the
     written agreement of the parties.



                                     2. Term

2.1  Unless  terminated in  accordance  with the terms of this  Agreement,  this
     Agreement shall be effective as of the date of execution of this Agreement,
     and shall remain in effect for five calendar years  following the execution
     of this Agreement  ("Initial  Term").  In the event that Licensee  complies
     with all of the  Minimum  Guarantee  targets  described  in Exhibit 2, this
     Agreement shall be automatically  renewed for five calendar years following
     the Initial Term ("Second Term"). If during the Second Term, Licensee fails
     to fully  comply with the Minimum  Guarantee  target set forth on paragraph
     (e) of  Exhibit 2 in any  calendar  year  during  such  Second  Term,  then
     Licensee shall forfeit its Exclusive License and Biowell reserves the right
     to terminate this Agreement with immediate  effect by giving written notice
     to Licensee.  Licensee  reserves  the right to remain as the  non-exclusive
     Licensee with the term and conditions to be determined by both parties.

2.2  Biowell  can  not  sell  Products  to  Customers  of the  Licensee  without
     Licensee's  prior consent and without  paying  licensee its fee and without
     written  consent by the licensee for the term of this  agreement  and for 1
     (one) year following the expiration or  termination of this  Agreement,  on
     condition that  non-exclusive  License Agreement is in effect.  Introducing
     any new Products to these  Customers may only be done with written  consent
     by the Licensee  and shall be done on such terms as are mutually  agreed by
     both Licensee and Biowell.

2.3  NON  CIRCUMVENTION.  In the event of  circumvention  of this  agreement  by
     either  party  directly  or  indirectly;  the  circumvented  party shall be
     entitled to a legal monetary penalty equal to the maximum benefit it should
     realize  from such a  transaction  affected by such breach plus any and all
     expenses including but not limited to all legal costs and expenses incurred
     to recover the lost revenue.

2.4  In the event of termination not  attributable to Licensee Biowell will have
     the  responsibility  to continue to honor this  Agreement  with Licensee in
     respect of assisting  Licensee to fulfill any  outstanding  agreements with
     Customers of the Licensee.  In the event of termination,  Biowell will have
     the  responsibility  to continue to honor any  outstanding  agreements with
     customers of the  Licensee and must pay Licensee or designee  it's fees for
     the  life of the  relationship  with  this  customer  as the  non-exclusive
     Licensee unless the parties have mutually  agreed to end this  relationship
     at which time Biowell will not be required to pay Licensee a fee to service
     the customers.  Biowell only has a right to work with customers of Licensee
     that are under contract all others on the contact list provided by Licensee
     may not be contacted for a period of one year following any  termination of
     this agreement.

                                       5
<PAGE>
                              3. Price and Payment

3.1  In consideration  for receiving the Exclusive License for the Initial Term,
     Licensee  shall  issue or cause to be issued to Biowell  one  million  five
     hundred  thousand  shares  (1,500,000  shares) of the new  publicly  listed
     company following the proposed merger with ADNAS. This  consideration  will
     satisfy the royalty for the Initial Term of the Exclusive  License and will
     be  rendered to Biowell  within 60 days after the  closing of the  proposed
     merger with a public  company and such shares  shall be  non-refundable  by
     Biowell under any  circumstances.  If for any reason,  such as inability to
     obtain  necessary  government  or third party  approvals  for the  issuance
     contemplated  in this  Section,  Biowell  is unable to  obtain  such  share
     issuance or is only able to obtain a portion of such share issuance  within
     six (6) months  following  the  execution  of this  Agreement,  Biowell may
     terminate  this  Agreement.  Full and timely  fulfillment of its obligation
     concerning  the above  mentioned  consideration  shall entitle  Licensee to
     receive such training  sessions and written  materials from Biowell related
     to Biowell  Products,  as Biowell in its sole  discretion  shall  decide to
     provide. Biowell reserves all Intellectual Property Rights in any materials
     provided in such training.

3.2  Biowell  agrees to negotiate the terms and to abide by a leak out agreement
     and conditions of a standstill agreement with Licensee.  Upon acceptance of
     such terms and  conditions  by both  Parties,  Biowell  shall  execute such
     standstill  agreement and shall agree not to sell its shares obtained under
     this  agreement for a period of one calendar  year after the  expiration of
     the  standstill  period.  Biowell  agrees  that if it  decides to sell such
     shares,  then  each such  transaction  shall be  subject  to Rule 144 until
     Biowell's  position is outside of Rule 144 and Biowell has  decreased  it's
     ownership  in ADNAS  below 10% at which time  Biowell  agrees to abide by a
     leak out not to exceed gross selling of 5% of the previous  months  trading
     volume.  This stand still /leak out  agreement  will apply to any designee,
     assignee or successor  that may gain  ownership  of said shares  secured by
     Biowell under the terms or conditions of this Agreement.

                                       6
<PAGE>
3.3  The  prices  charged  by  Biowell  for the  Biowell  Products  and  Product
     Materials  shall be  those  set  forth as  Exhibit  4. All  prices  are FOB
     (Taiwan,  ROC) and  payment to Biowell  from  Licensee  shall be due thirty
     calendar days after delivery of the relevant  Biowell  Products and Product
     Material to the carrier for shipment to Licensee.  Prices are  exclusive of
     costs  of  transportation,  insurance,  taxes,  customs,  duties,  landing,
     storage and handling fees,  and/or  documents or certificates  required for
     exportation or importation, which will be separately itemized and billed to
     Licensee  in  accordance  with this  Section  3.3.  Both  Parties  agree to
     negotiate a fee for Biowell  Product and Product  Materials  that will make
     the Licensee very  competitive  in the Territory  with any other  potential
     competition  that may arise over the period.  This  competitive rate should
     not be increased more than the previous calendar years published  inflation
     rate in the United  States or 10 percent,  whichever is higher  without the
     consent by the Licensee.

3.4  No amounts payable to Biowell  pursuant to the Agreement may be reduced due
     to counterclaim, set-off, adjustment or other right which Licensee may have
     against Biowell unless the Licensee has received defective product at which
     time Biowell will be obligated to rectify this situation in accordance with
     the relevant terms of this  Agreement.  Any payment not made within the due
     date  specified in each  relevant  Purchase  Order shall bear interest at a
     rate equal to the rate specified in the relevant Purchase Order affected by
     the late payment.

3.5  Security.  Biowell  reserves  the right to request from the Licensee a cash
     deposit or letter of credit in a form to be  approved by Biowell and issued
     by a bank  acceptable  to it in an amount not  exceeding  the total  credit
     extended by Biowell for each Purchase Order, provided that Biowell reserves
     the right to obtain an  increase  in the  amount of the letter of credit in
     its  sole  discretion   (the  "Letter  of  Credit").   Licensee  agrees  to
     continuously  renew or replace the Letter of Credit, as necessary,  to keep
     it in effect  during the term of Biowell's  extension of credit to Licensee
     under any  Purchase  Order and shall within ten (10)  Business  Days of any
     draw down on the Letter of Credit by Biowell,  replenish  any amounts drawn
     down so that the  amount  of the  Letter of Credit  never  falls  below the
     amount set forth in this Section,  as the same may be increased pursuant to
     this Section.  Nothing  contained  herein shall limit or be  interpreted to
     limit Biowell's right.

                                       7
<PAGE>
                      4 Option and Subscription of Shares

4.1  Subject to obtaining the necessary  corporate,  third party and  government
     approvals, including without limitation, the approval by the Securities and
     Futures  Commission and the Investment  Commission of the ROC, Licensee may
     subscribe  for new shares of common stock issued by Biowell in an amount up
     to the Maximum  Biowell Shares under the Biowell Option granted to Licensee
     under this  Section 4.  Biowell  agrees to make such  shares  available  to
     Licensee by any lawful means possible.

                                       8
<PAGE>
4.2  Grant of  Licensee  Option.  For value  received  in the form of the mutual
     grant of warrants between the parties,  Licensee hereby  irrevocably grants
     to Biowell the Licensee  Option as of the Effective  Date of this Agreement
     (the "Option Issue Date").  Subject to the terms and conditions hereinafter
     set forth, Biowell is entitled, upon delivery of the Licensee Option at the
     principal  office of Licensee  (or at such other  place as  Licensee  shall
     notify the Holder hereof in writing) in accordance  with this Section 4, to
     purchase  from  Licensee  such number of Licensee  Option  Shares up to the
     Maximum Licensee Shares at the strike price of US$ 2 per share or 20% below
     the Average Licensee Share Price, which ever is lower. The number of shares
     of Licensee  Option Shares  issuable  pursuant to this Section 4.2 shall be
     subject to adjustment pursuant to this Agreement.

4.3  Grant of Biowell Option. For value received in the form of the mutual grant
     of warrants  between the  parties,  Biowell  hereby  irrevocably  grants to
     Licensee or its lawful  successor-in-interest  the Biowell Option as of the
     Effective Date of this Agreement (the "Option Issue Date").  Subject to the
     terms and  conditions  hereinafter  set forth,  Licensee is entitled,  upon
     delivery of the Biowell  Option at the  principal  office of Biowell (or at
     such other place as Biowell  shall notify the Holder  hereof in writing) in
     accordance  with this  Section 4, to purchase  from  Biowell such number of
     Biowell Option Shares up to the Maximum  Biowell Shares at the strike price
     of US$ 3 per share or 20% below the Average Biowell Share Price, which ever
     is lower.  The number of shares of Biowell Option Shares issuable  pursuant
     to this  Section  4.2  shall be  subject  to  adjustment  pursuant  to this
     Agreement.

4.4  Both  Biowell  and  Licensee  shall  use good  faith  and fair  dealing  to
     negotiate  the  standard  industry  terms and  conditions  for  piggy  back
     registration  rights  relating to their  respective  Option  shares and the
     underlying shares, where permitted under the local laws.

4.5  Exercise Period of Option.  The Licensee Option and Biowell Option shall be
     exercisable,  in whole or in part, from their respective  Option Issue Date
     and  shall  terminate  at  5:00  p.m.  Taipei  time  on  the  Business  Day
     immediately following the end of the Exercise Period.

4.6  Method of Exercise  of Option.  While the option of either  Parties  remain
     outstanding  and  exercisable  in  accordance  with  this  Section  4,  the
     respective  Holder of such Option may  exercise,  in whole or in part,  the
     purchase rights evidenced hereby. Such exercise shall be effected by:

                                       9
<PAGE>
          (a)  the  surrender of the  respective  Option,  together  with a duly
               executed copy of the form of Notice of Election  attached  hereto
               as Exhibit 5, to the  secretary  of the  relevant  company at its
               principal  office  ("Exercise  Notice") at the address  listed in
               this Agreement; and

          (b)  the  payment to the  relevant  company of an amount  equal to the
               relevant exercise price for the relevant shares being purchased.

4.6  Upon such delivery and payment, the Holder shall be deemed to be the Holder
     of record of the relevant  Licensee Option Shares or Biowell Option Shares,
     as the case may be,  notwithstanding  that the stock  transfer books of the
     relevant  company  shall then be closed or that  certificates  representing
     such shares shall not then be actually  delivered to the Holder or that, to
     the extent permitted by law, the covenants undertaken in Exhibit 6 have not
     all been performed.

4.7  Covenants of Both Parties.  Each Party hereby  covenants to the other Party
     to undertake the  activities  listed in Exhibit 6, attached and made a part
     of this Agreement.

4.8  Representations  & Warranties of Both Parties.  Each Party hereby  warrants
     and  represents to the other Party that the matters stated in Exhibit 7 are
     substantially  true  and  correct  as of the  date  of this  Agreement.  In
     addition,  Licensee  represents  and  warrants  to Biowell  that it has the
     necessary ability and experience to carry out the obligations assumed by it
     under this Agreement with the highest  standards of the industry.  Licensee
     further  warrants that by entering into this Agreement,  it is not and will
     not be in breach of any express or implied obligation to any third party.

4.9  Adjustment  of Shares.  The number of and kind of shares  purchasable  upon
     exercise of the relevant  option and the  relevant  option  exercise  price
     shall be subject to adjustment from time to time as follows:

          (a)  Subdivisions,  Combinations and Other  Issuances.  If the Company
               shall at any time prior to the expiration of the Exercise  Period
               subdivide its common shares, by split-up or otherwise, or combine
               its  common  shares,  or issue  additional  shares of its  common
               shares  as a  dividend,  the  number of  Shares  issuable  on the
               exercise   of   the   relevant    option   shall   forthwith   be
               proportionately  increased in the case of a subdivision  or stock
               dividend,   or  proportionately   decreased  in  the  case  of  a
               combination.  Appropriate  adjustments  shall also be made to the
               purchase  price  payable per share,  but the  aggregate  purchase
               price payable for the total number of the relevant  option shares
               purchasable  under the relevant option (as adjusted) shall remain
               the same. Any  adjustment  under this Section 4.9(a) shall become
               effective at the close of business on the date the subdivision or
               combination  becomes effective,  or as of the record date of such
               dividend,  or in the event that no record date is fixed, upon the
               making of such dividend.

                                       10
<PAGE>
          (b)  Reclassification,  Reorganization and  Consolidation.  In case of
               any reclassification,  capital  reorganization,  or change in the
               common shares of the relevant  Company (other than as a result of
               a subdivision,  combination,  or stock  dividend  provided for in
               Section   4.9(a)   above),   then,   as  a   condition   of  such
               reclassification,  reorganization,  or change,  lawful  provision
               shall be made,  and duly executed  documents  evidencing the same
               from the  Company  or its  successor  shall be  delivered  to the
               Holder, so that the Holder shall have the right at any time prior
               to the expiration of the relevant option to purchase,  at a total
               price equal to that  payable  upon the  exercise of the  relevant
               option,  the  kind and  amount  of  shares  of  stock  and  other
               securities  and  property  receivable  in  connection  with  such
               reclassification,  reorganization,  or  change by a Holder of the
               same number of shares of common stock as were  purchasable by the
               Holder    immediately    prior    to    such    reclassification,
               reorganization,   or  change.   In  any  such  case   appropriate
               provisions  shall be made with respect to the rights and interest
               of the Holder so that the provisions  hereof shall  thereafter be
               applicable   with  respect  to  any  shares  of  stock  or  other
               securities and property  deliverable  upon exercise  hereof,  and
               appropriate  adjustments  shall be made to the purchase price per
               share payable hereunder, provided the aggregate relevant exercise
               price shall remain the same.

          (c)  Notice of Adjustment.  When any adjustment is required to be made
               in the number or kind of shares  purchasable upon exercise of the
               relevant  option,  or in the relevant option exercise price,  the
               Company shall promptly notify the Holder of such event and of the
               number  of  shares  of  the  relevant   option  shares  or  other
               securities or property  thereafter  purchasable  upon exercise of
               the relevant option.

          (d)  No Impairment.  The Company and the relevant  Holder will not, by
               any voluntary  action,  avoid or seek to avoid the  observance or
               performance  of any of the  terms  to be  observed  or  performed
               hereunder by the Company or the Holder, respectively, but will at
               all times in good  faith  assist in the  carrying  out of all the
               provisions  of this  Section  4.9 and in the  taking  of all such
               action as may be necessary or appropriate in order to protect the
               rights of the Company and the Holder against impairment.

                                       11
<PAGE>
4.10 Issuance of Shares. The Company shall ensure that the relevant shares, when
     issued  pursuant to the exercise of the relevant  option,  will be duly and
     validly  issued,  fully  paid and  nonassessable  and free from all  taxes,
     liens, and charges with respect to the issuance thereof.

4.11 Transfer of Option.  Subject to compliance with applicable securities laws,
     the  options  granted  hereunder  and all rights (but only with all related
     obligations)  hereunder are  transferable in whole or in part by the Holder
     upon the prior  written  consent  of the  Company.  The  transfer  shall be
     recorded on the books of the Company upon (i) the surrender of the relevant
     option,  properly endorsed,  to the Company at its principal offices,  (ii)
     the payment to the  Company of all  transfer  taxes and other  governmental
     charges imposed on such transfer and (iii) such  transferee's  agreement in
     writing  to be bound by and  subject  to the  terms and  conditions  of the
     relevant  option.  In the event of a partial  transfer,  the Company  shall
     issue to the holders one or more appropriate new options.

                       5. Board of Advisor and Consultant

5.1  Dr. Sheu or his authorized  nominee or Biowell will have the right to serve
     as Board of Advisor in Licensee,  who will have right to receive  notice of
     and  participate  in the  meetings  of the board of  director  of  Licensee
     without voting powers.

5.2  Biowell  will invite a nominee of Licensee as a consultant  to  participate
     meetings of the board of directors of Biowell without voting powers.



                            6. Licensee Obligations

6.1  Licensee  will  source,  solicit,  and attract  potential  customers in the
     Territory for  purchasing  Products  either made by Licensee  using Product
     Materials or purchased  directly from Biowell and Licensee  shall  promote,
     market,  and extend the sale of the Products in the  Territory to potential
     customers in the Territory.  Licensee shall not bind Biowell to any express
     or implied legal  obligation with any third parties,  including  Licensee's
     customers,  while  Licensee is executing  this  Agreement.  Licensee  shall
     market,  promote,  and resell the  Products on its own behalf and not as an
     agent or representative of Biowell.

6.2  Licensee  will  perform  any and all  post-sale  servicing  of any type for
     customers.  Biowell  shall not perform any support  services to  Licensee's
     customers unless both parties agree otherwise in writing.

                                       12
<PAGE>
6.3  If any  dispute  arises  in the  Territory  involving  Biowell  under  this
     Agreement,  Licensee  will use its best  endeavors  to limit the  potential
     damages to Biowell that could be caused by the dispute.  Further,  Licensee
     will inform  Biowell  without  undue delay of the nature of the dispute and
     comply with all reasonable directions of Biowell in relation thereto.

6.4  Licensee shall have the right to sub-license in its Territory in accordance
     with this  Section  6.4.  Specifically,  Licensee  shall  have the right to
     authorize  any third  party to receive or utilize  any  benefit  derived by
     Licensee under this Agreement.  Each, such  authorization  or sub-licensing
     must be approved by Biowell and any resulting  agreement  must be co-signed
     by Biowell.  Biowell shall be reasonable with any such request. Any new sub
     licensee shall comply in all respects with the same restrictions  placed on
     Licensee by Biowell in the original license.


                                  7. Indemnity

7.1  Indemnity against any Third Party Claims. Each Party ("Indemnifying Party")
     will indemnify, defend, and hold the other Party, its officers,  directors,
     agents, employees, and affiliates,  ("Indemnity Parties") harmless from and
     against  any  and  all  liabilities,  damages,  losses,  expenses,  claims,
     demands,  suits, fines or judgments,  including  reasonable  attorney fees,
     costs and expenses  incidental  thereto,  which may be suffered by, accrued
     against,  charged to or recoverable from the Indemnity Parties, arising out
     of any third party claim.  Promptly after receipt by the Indemnity  Parties
     of a threat of any action, or a notice of the commencement or filing of any
     action against which the Indemnity Party may be indemnified hereunder,  the
     Indemnity  Party shall give written notice thereof to  Indemnifying  Party.
     Indemnifying  Party  shall  have sole  control  of the  defense  and of all
     negotiations for settlement of such action.  The indemnity  provided herein
     shall not apply if the  alleged  claim  arises  from any action or inaction
     however attributable to Indemnity Parties.


         8. Product & Product Materials Ordering Procedure, Forecasts,

                          Change Orders, & Cancellation

                                       13
<PAGE>

8.1  Biowell, within the limitations contained in this Agreement,  agrees to use
     best efforts to sell to Licensee,  respectively, such quantities of Product
     and Product Materials as Licensee may order in accordance herewith.

8.2  Purchase  of  Products.  Subject  to  the  terms  and  conditions  of  this
     Agreement,  Biowell  hereby agrees to sell and Licensee  agrees to purchase
     the Products and Product Materials during the term of this Agreement.


8.3  Licensee  agrees to meet the  relevant  Minimum  Guarantee  as set forth in
     Exhibit  2  attached  to this  Agreement  for each  relevant  sales  period
     described in Exhibit 2. Failure to meet the Minimum Guarantee on any single
     occasion constitutes a material breach of this Agreement permitting Biowell
     to terminate  this  Agreement  after  written  notice has been given to the
     Licensee  and the  Licensee  has  been  given  60 days to  comply  with the
     relevant  Minimum  Guarantee  not met by Licensee  by either  making up the
     shortfall  in cash  payable to Biowell or new  Purchase  Orders in order to
     rectify any potential breach of this agreement.


8.4  Forecast.  Approximately  thirty  (30)  Business  Days  prior to the  first
     calendar  day of each  calendar  month  during the term of this  Agreement,
     Licensee   will   provide   Biowell   with  a  [six  (6)]   month   binding
     forward-looking  rolling forecast for internal  planning  requirements (the
     "Forecast").  Licensee  shall provide the first of such Forecast  three (3)
     months after the signing date of this Agreement.

8.5  Purchase  Orders.  Purchases  shall be initiated by  Licensee's  written or
     electronically  dispatched  Purchase Orders  referencing the quantity,  the
     Product,  applicable price,  shipping  instructions and requested  Delivery
     Dates.  All Purchase  Orders for Products and Product  Materials  placed by
     Licensee  hereunder  shall be governed by the terms and  conditions of this
     Agreement.  In the  event of a  conflict  between  the  provisions  of this
     Agreement  and the terms and  conditions of  Licensee's  Purchase  Order or
     Biowell's  acknowledgement  or other  written or oral  communications,  the
     provisions of this Agreement shall prevail and any such  conflicting  terms
     and conditions are hereby rejected. Biowell shall use reasonable efforts to
     fill orders promptly, but shall not be liable for any damage to Licensee or
     any  third  party  for  failure  to fill any  orders,  or for any  delay in
     delivery or error in filling any orders.  Biowell will use its best efforts
     to accept each  Purchase  Order issued by  Licensee.  Biowell will ship all
     Product within the Lead Time unless Licensee's  Purchase Order specifically
     states a delivery  schedule for Product  different  from such lead time and
     such delivery schedule is accepted in writing by Biowell.

8.6  Purchase Order  Information.  Purchase  Orders issued by Licensee shall, to
     the extent necessary for Biowell to fulfill the terms thereof, include: (i)
     description  of Products and Product  Materials,  (ii) quantity of Products
     and/or  Product  Materials,  (iii) price per unit of  Products  and Product


                                       14
<PAGE>
     Materials  (iv) total order price,  (v) Delivery  Date,  and (vi)  delivery
     location.  Except as otherwise  explicitly provided in this Agreement,  any
     changes to or rescheduling  of an accepted  Purchase Order must be mutually
     agreed  and  incorporated  into a  written  Change  Order  referencing  the
     original Purchase Order.

8.7  Confirmation.  Within five  calendar  days of its  receipt of the  Purchase
     Order,  Licensor must send written notice to LICENSEE for acceptance of the
     order ("Confirmation");

8.8  Delivery  Terms.  All Products  delivered to Licensee shall be FOB (Taipei,
     Taiwan, ROC) or other place of shipment as specified in writing by Licensee
     and agreed to by Biowell.  Biowell may ship partial orders provided Biowell
     notifies  Licensee  and  Licensee  agrees  prior  to  shipment.  Licensee's
     Purchase  Order shall  specify the  carrier or means of  transportation  or
     routing, and Biowell will comply with Licensee's instructions.  If Licensee
     fails to  provide  shipping  instructions,  Biowell  shall  select the best
     available carrier, on a commercially reasonable basis.

8.9  Change Orders and Rescheduling.  Any modification to a Purchase Order shall
     be made in writing by an  authorized  representative  of Licensee  ("Change
     Order")  and sent to  Biowell,  and such  Change  Order shall be subject to
     acceptance  in  writing  by  Biowell  and shall not be  binding  until such
     acceptance.



                      9. Non-competition & Non-solicitation

9.1  During the term of this  Agreement,  Biowell  shall not  solicit  Customers
     solely developed by Licensee.  Upon any termination of this Agreement,  the
     above  restriction  shall apply for a period of one year with the exception
     of customers under contract to receive Product from Biowell.  Biowell shall
     be entitled to a detailed and  exhaustive  list of all contact  information
     for any and all Customers under contract to receive Biowell Products.  This
     is due to Biowell  within five Business Days of the date of  termination of
     this Agreement and will follow provisions as described in section 2 (2.4).

9.2  Customers of the Licensee are the sole property of the licensee and are not
     under any  restraints  or  conditions  implied by  Biowell  and will not be
     contacted or solicited  by Biowell for a period of one year  following  any
     termination or dissolution of this agreement with the exception of 2 (2.4).

9.3  Licensee and Biowell shall not,  without the prior written consent from the
     other party directly or indirectly  (including without limitation,  through
     any Affiliate of either party), (i) solicit or request any person who is at
     the time an  employee  of or a  consultant  of the other party to leave the
     employment of or terminate  such person's  relationship  with that party or
     (ii) employ, hire, engage or be associated with, or endeavor to entice away
     from the respected party any such person.

                                       15
<PAGE>
9.4  Licensee or Biowell shall not,  directly or indirectly  (including  without
     limitation, through any Affiliate of either party) (i) solicit any existing
     customer  of either  party or any entity that shall have been a customer of
     that  party at any time  within  twelve  (12)  months of  terminating  this
     agreement  to cease  doing  business  in whole or in part with  that  party
     (ii)?intentionally   attempt  to  limit  or  interfere  with  any  business
     agreement  or  relationship   existing  between  either  party  and/or  its
     Affiliates with any third party; or (iii) disparage the business reputation
     of the party (or its management  team) or take any actions that are harmful
     to the parties goodwill with its customers,  providers, vendors, employees,
     the media or the public.

                              10. Confidentiality

10.1 Licensee  shall not use or divulge or communicate to any person (other than
     those whose province it is to know the same or as permitted or contemplated
     by this Agreement or with the written approval of the other party or as may
     be required by law):

               (i)  any Confidential Information ; or

               (ii) any of the terms of this Agreement

10.2 Licensee  shall prevent the  unauthorised  publication or disclosure of any
     such  information,  materials  or  documents  and ensure  that any  person,
     subject  to the  written  approval  of  Biowell,  to whom the  information,
     materials or documents are disclosed is aware that the same is confidential
     and is covered by a similar duty to maintain confidentiality.


10.3 Licensee  shall ensure that its  employees are aware of and comply with the
     confidentiality and non-disclosure provisions contained in this Section and
     shall  indemnify  Biowell  against  any loss or damage  which  Biowell  may
     sustain  or incur as a result of any  breach of  confidence  by  Licensee's
     employees.


10.4 The  provisions  of this section 10 shall survive the  termination  of this
     Agreement with 10 years.

                                       16
<PAGE>
                           11. Reservation of Rights

11.1 Biowell reserves the right at any time:

          ( i ) to make  modifications  or additions to the Technology,  Product
Materials,  and  Products  in  respect  to any  designs  as  Biowell  may in its
discretion determine;  and such modifications or additions will be automatically
granted to the licensee and will be  considered an  improvement  to the licensed
product line;

          (ii) to discontinue  selling  Product  Materials and Products if those
products  or parts  therefor  are  discontinued  or  replaced  except  for those
Products  and  Product  Materials  accepted  to be  delivered  under a confirmed
purchase order; and

          (iii) to  require  Licensee  either  not to use or to cease to use any
advertising  or  promotional  material in respect to the Product  Materials  and
Products which Biowell considers not to be in Biowell's best interests,  upon 30
days written notice to licensee.

                             12. Legal Relationship

12.1 Nothing  herein  shall  contain  any facts as to suggest  that  Biowell and
     Licensee are engaging in a joint  venture or  partnership.  Licensee  shall
     have no authority to bind Biowell in any legal  obligation.  Licensee shall
     only contract with customers on its own behalf.


                                 13. Termination

     Notwithstanding  anything  else  contained  herein,  this  Agreement may be
     terminated.


13.1 Biowell may terminate this agreement if the Licensee:  (a) sells,  assigns,
     attempts to sell or assign, or ceases to carry on, its main business or the
     business related to this Agreement unless parties mutually agree otherwise;
     (b) fails to meet any Minimum  Guarantee target (not including the relevant
     Minimum  Guarantee  for New  Products  under  Section  1.3,  which shall be
     subject to Section 13.6) during the then current term of the Agreement;  or
     (c) fails to comply with any of its obligations under this Agreement;

13.2 Immediately  by Biowell if the  control of  Licensee  has been  transferred
     without the prior written  approval of Biowell which  approval shall not be
     unreasonably denied;

13.3 Immediately  by either  if the  other  party  becomes  insolvent  or starts
     negotiations  about  re-composition  with its  creditors  or a petition  in
     bankruptcy  is filed by or  against  it or it makes an  assignment  for the
     benefit of its creditors;

                                       17
<PAGE>
13.4 by either  party after  having given 60 days notice in writing to the other
     party if the other party breach any of its material  obligations under this
     Agreement and such breach is not cured within the above-mentioned period;

13.5 Licensee  shall not be entitled to any  compensation  (whether  for loss of
     distribution rights,  goodwill or otherwise) as a result of the termination
     of this Agreement in accordance with its terms.

13.6 Except as  otherwise  stated  herein,  in case  Biowell  has  ground(s)  to
     terminate  this Agreement  because  Licensee had failed to meet any Minimum
     Guarantee  target (not  including  the relevant  Minimum  Guarantee for New
     Products  under Section 1.3) during the then current term of the Agreement,
     Biowell (in addition to  asserting  any legal right and remedy at law or in
     equity) shall have the right to terminate the Exclusive  License granted in
     this Agreement in which case such Agreement  shall remain  effective to the
     extent that Licensee  shall remain as a  non-exclusive  Licensee,  with the
     same  shipping  terms and  conditions  and the same price for  Products for
     existing  Customers  as of the  date  of  termination,  but  price  for the
     Products may be increased  by up to 10% for new Customer  orders only.  All
     other terms and  conditions  shall be subjected to the Parties'  agreement.
     For the  avoidance  of any doubt,  such right to remain as a  non-exclusive
     Licensee shall not be available to Licensee in case Biowell terminates this
     Agreement for any other reason specified in this agreement.


13.7 Remedy of Breach and  Alternative  to  Termination:  Licensee shall have 60
     days to  remedy/cure  any  potential  breach or  violation of terms in this
     agreement from the date it receives  written  notification by courier or US
     mail.  Biowell  hereby grants to Licensee a special  termination-option  to
     convert its Licensee designation to that of a non-exclusive manufacturer in
     the event of a non-curable breach. As an alternative to forced termination,
     Licensee  may, at its own  discretion,  exercise  this option  prior to the
     initiation of termination.  Licensee shall have this option  available,  in
     lieu of termination for any reason and at its sole discretion,  to become a
     non-exclusive  manufacturer  of Biowell  and/or a Licensee for the Products
     and  Technology  in the  Territory  on  such  terms  and  conditions  to be
     determined by the parties.


                           14. Effect of Termination

     On the termination of this Agreement:


14.1 All rights and  obligations of the parties  hereunder  shall  automatically
     terminate  except for such rights of action as shall have accrued  prior to
     such  termination and any obligation  which expressly or by implication are
     intended to come into or continue in force on or after such termination;

                                       18
<PAGE>
14.2 Licensee shall, at its own expense,  return to Biowell or otherwise dispose
     of as Biowell may instruct,  all technical  and  promotional  materials and
     other documents and papers  whatsoever sent to Licensee and relating to the
     Technology,  Product  Materials  and  Products  or the  business of Biowell
     (other than correspondence between the parties) and all property of Biowell
     in Licensee's possession or under its control.

                           15. Exclusion of Liability

15.1 Except as set out in this Agreement or to the extent prohibited by law, all
     conditions,  warranties  and  representations,  expressed or implied by (i)
     statute, (ii) civil code or (iii) otherwise, in relation to any Technology,
     Product Materials and Products, are excluded by Biowell.

15.2 Except as otherwise provided in this Agreement, Biowell shall not be liable
     to Licensee, whether for negligence, breach of contract,  misrepresentation
     or otherwise, for:

          (a) loss or damage  incurred  by  Licensee  as a result of third party
          claims  (whether  in  relation  to  Intellectual  Property  Rights  or
          otherwise); or

          (b) indirect or consequential damage suffered by Licensee,  including,
          without limitation, loss of profits, goodwill, business opportunity or
          anticipated saving.

15.3 Biowell shall not be liable for any loss, damages,  expenses or liabilities
     arising from an infringement or claim of infringement of third party rights
     in the Intellectual  Property Rights subsisting in the Technology,  Product
     Materials and Products howsoever arising in connection with this Agreement.

15.4 Limited Warranty.
     ----------------

     Biowell warrants that all Products and Product Materials sold by Biowell to
     Licensee  under the terms of this  Agreement  will be materially  free from
     defects in  workmanship  and  materials  and  substantially  conform to the
     relevant  Specifications  under  normal use and  service  for a period of [
     twelve 12 ] months after  delivery to the carrier for shipment to Licensee.
     Within five  Business Days of  Licensee's  receipt of the relevant  Product
     Materials  and  Products,  Licensee  shall  notify  Biowell if any  Product
     Materials  or  Products   contains  a  material   defect  in  materials  or
     workmanship, or otherwise fails to materially conform to the Specifications
     during the warranty  period.  Biowell shall at its expense correct any such
     defect by repairing  such defective  Product  Materials and Products or, at
     Biowell's option, by delivering to Licensee an equivalent Product Materials
     and Products  replacing  such  defective  Product  Materials  and Products.
     Biowell may inspect and verify such  alleged  defect in the  Territory  and
     Licensee will not need to ship the alleged defective items to Taiwan.  Such
     remedies for any breach of warranty as listed in this Section 15.4 shall be
     the sole and exclusive remedies available to Licensee at law or in equity.

                                       19
<PAGE>
15.5 WARRANTY EXCLUSIONS.  BIOWELL SHALL NOT BE LIABLE UNDER ANY WARRANTY IF ITS
     TESTING AND EXAMINATION DISCLOSES THAT THE ALLEGED DEFECT IN THE PRODUCT OR
     PRODUCT  MATERIAL  DOES NOT EXIST OR WAS  CAUSED BY  LICENSEE'S  OR ITS END
     USER'S MISUSE,  NEGLECT,  IMPROPER  INSTALLATION  OR TESTING,  UNAUTHORIZED
     ATTEMPTS TO REPAIR, OR BY ACCIDENT, FIRE, LIGHTNING OR OTHER HAZARD.

15.6 Biowell  will be liable for the product  manufactured  by Biowell.  Biowell
     will  cause  such  action to take  place as  necessary  that will grant the
     representative  the rights to handle  product  liability for clients in the
     territory. Licensee's customers are not required to go to licensor directly
     to file a  claim  against  product  liability.  Licensee  will  handle  the
     liability on behalf of the  licensor.  All expenses in this matter shall be
     paid by licensor or licensor's insure.

15.7 EXCEPT FOR THE EXPRESS  WARRANTIES  CREATED UNDER THIS AGREEMENT AND EXCEPT
     AS SET FORTH OTHERWISE IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE
     LIABLE TO THE OTHER FOR ANY INCIDENTAL,  CONSEQUENTIAL, SPECIAL OR PUNITIVE
     DAMAGES OF ANY KIND OR NATURE  ARISING OUT OF THIS AGREEMENT OR THE SALE OF
     PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT
     (INCLUDING  THE  POSSIBILITY  OF  NEGLIGENCE  OR  STRICT   LIABILITY),   OR
     OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH
     LOSS OR DAMAGE,  AND EVEN IF ANY OF THE LIMITED  REMEDIES IN THIS AGREEMENT
     FAIL OF THEIR ESSENTIAL PURPOSE.

     In no event shall the  aggregate  liability of Biowell in  connection  with
     this  Agreement,  or any other  materials or services  provided  under this
     Agreement,  whether  arising  in  contract,  tort or under any other  legal
     theory  (including,  without  limitation,  negligence or strict liability),
     exceed the total value of the relevant Purchase Order.

15.7 Licensee  will not pass through to its  retailers or customers or any other
     third party any  warranties  made by Biowell  hereunder and will  expressly
     indicate  to its  retailers  or  customers  that they  must look  solely to
     Licensee in connection with any problems,  warranty claims or other matters
     concerning the Product.

                                       20
<PAGE>
                        16. Intellectual Property Rights

16.1 All Intellectual  Property Rights,  including without  limitation  patents,
     designs, utility models, copyrights trade or service marks, Know-How, trade
     secrets  and  other  proprietary   information,   in  or  relating  to  the
     Technology,  Product  Materials  and  Products  and any other  products and
     services  related  thereto  are and  shall  remain  the sole and  exclusive
     property  of Biowell.  Licensee  shall have no right to obtain or grant any
     licenses with respect to the Technology,  Products,  Product Materials,  or
     any other related products or services or any of the Intellectual  Property
     Rights therein or relating thereto.

16.2 Licensee  shall notify  Biowell as soon as it receives any knowledge of any
     illegal or unauthorized use of any of the Technology and Products or any of
     the  Intellectual  Property  Rights  therein or  relating  thereto and will
     assist  Biowell (at  Biowell's  expense) in taking all steps  necessary  to
     defend Biowell's rights therein.

16.3 Licensee  shall not in any way:  (a)  modify,  disassemble,  decompile,  or
     reverse engineer the Technology,  Product  Materials,  and Products and any
     related  products  supplied  hereunder;  (b)  transfer  possession  of  any
     Technology,  Product  Materials,  and  Products  and any  related  products
     supplied hereunder to another party,  except as expressly permitted herein;
     or (c) use the Technology,  Product Materials, and Products and any related
     products  supplied  hereunder  in any way not  expressly  provided for this
     Agreement. There will be no implied licenses.

16.4 Subject to the express prior written approval of Biowell,  Licensee may use
     the  trademarks  and logos of Biowell  for the sole  purpose of  marketing,
     reselling and promoting the Products in the Territory under, and during the
     term of, this Agreement.

16.5 The  provisions  of this  section 16 will survive the  termination  of this
     Agreement.


                                   17. General

17.1 Governing Law and Dispute Resolution.  This Agreement shall be governed by,
     construed and take effect in accordance  with ROC law without regard to the
     choice of law  principles  thereof.  Any  dispute,  controversy,  or claims
     arising  out of or  relating  to this  Agreement  which  cannot be resolved
     within sixty (60)  business  days shall be  exclusively  submitted to final
     resolution by arbitration pursuant to the Arbitration Law in Hong Kong.

17.2 Counterparts and Facsimile Execution. This Agreement may be executed in any
     number of counterparts,  each of which will be an original but all of which
     together  will form one  agreement.  Delivery of an  executed  copy of this
     Agreement by facsimile  transmission  will have the same effect as delivery
     of an original signed counterpart.

                                       21
<PAGE>
17.3 Waiver.  The  failure  of either  party  hereto to insist  upon the  strict
     adherence  to any  term of this  Agreement  on any  occasion  shall  not be
     considered  as a waiver of any right  hereunder  nor shall it deprive  that
     party of the right to insist upon the strict  adherence to that term or any
     other term of this Agreement at some other time.

17.4 Taxes & Fees. Licensee,  and not Biowell, will be responsible for all taxes
     and expenses incurred in Licensee's business, including Licensee's business
     with  Biowell.  If Licensee is  required  by law to make any  deduction  or
     withholding   from  any   payment   due   hereunder   to   Biowell,   then,
     notwithstanding  anything  in this  agreement  to the  contrary,  the gross
     amount payable by Licensee to Biowell, will be increased so that, after any
     such deduction or withholding for taxes, the net amount received by Biowell
     will  not be less  than  the  amount  that  would  have  received  had such
     deduction or withholding not been required.

IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Agreement in two
copies of which each has received one.

         Biowell Technology Inc.                   Applied DNA Sciences, Inc.



         By: /s/ JUN-JEI SHEU                      By: /s/ LARRY LEE
             ----------------                          -------------
         Name: Jun-Jei Sheu                        Name: Larry Lee
         Title: Chairman & CEO                     Title:  President
         Date: 08 Oct. 2002                        Date:  07 Oct. 2002


                                       22
</TEXT>
</DOCUMENT>
