<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>feb122005sb2ex1010.txt
<TEXT>
Exhibit 10.10

                         [GUILIANI PARTNERS LETTERHEAD]

                                                                  August 6, 2004

Peter Brocklesby
President and Chief Executive Officer
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, CA  90069

Dear Mr. Brocklesby:

                                            Engagement Agreement

     1. Engagement

     (a) This letter (this "Letter  Agreement")  confirms our agreement pursuant
to which you retained  Giuliani  Partner,  LLC  (together  with its  affiliates,
employees and agents, "GP") to provide certain  professional  services described
below (the  "Engagement")  to, and to enter into a strategic  relationship  with
Applied DNA Sciences, Inc. ("ADNAS").

     (b) Pursuant to the Engagement,  GP shall make itself reasonably  available
to provide  advise and  assistance to ADNAS  regarding  issues  associated  with
ADNAS's  proprietary   DNA-embedded  security  solutions  business  (the  "ADNAS
Business") in the following ways: (i) assisting ADNAS with strategic positioning
and  enhancement  of  the  ADNAS  Business  and  (ii)  assisting  ADNAS  in  the
development domestic and international marketing strategies for the products and
services of the ADNAS Business.

     (c) GP  initially  shall  assign  Eric  Hatzimemos  (the "Team  Leader") to
coordinate  GP's  obligations  hereunder  and shall  make  reasonably  available
personnel  resources to perform the Engagement and to assist the Team Leader. GP
shall reasonably  accommodate ADNAS's requests for the services described herein
consistent with GP's other commitments and obligations;  provided, however, that
in no event shall GP be required to perform any services  that might  reasonably
be deemed to constitute  "lobbying" (or any analogous  regulated activity) under
applicable law or regulations.

     2. Term of the Engagement; Due Diligence; Termination

     (a) Term of Engagement.  The Engagement shall commence on September 1, 2004
(the "Effective  Date") and end of the first  anniversary of the Effective Date,
or such earlier date,  if  terminated  by GP pursuant to Section 2(c)  hereunder
(the "Term");  provided,  however, that the Term will be automatically  extended
without  further  action of either party for  additional  one-year  periods (the
"Renewal Term"), unless written notice of either party's intention not to extend
has been  given at least 60 days  prior to  expiration  of the  effective  term.
Except as expressly  provided herein,  the agreements,  terms and understandings
set forth in this Letter  Agreement shall survive the termination of any and all
work performed pursuant to the Engagement.
<PAGE>

     (b) Due Diligence.  ADNAS  acknowledges  that, as of the Effective Date, GP
has not had the  opportunity  to conduct a complete  due  diligence  review (the
"Diligence  Review")  of ADNAS  and  Biowell  Technology,  Inc.  ("Biowell"),  a
Taiwanese  company  that ADNAS has agreed to acquire  the assets of in a pending
transaction (the "Transaction").  Accordingly, ADNAS agrees to make available to
GP on or  immediately  after the  Effective  Date,  but in no event later than 5
business days  thereafter,  at a location and in matter as mutually agreed to by
the parties,  certain  information  concerning the business and affairs of ADNAS
and, in connection with the Transaction,  Biowell (the "Diligence  Information")
in order for GP to conduct the Diligence Review.

     (c) Termination. (i) ADNAS agrees that, for the 30-day period following the
Effective  Date (the "Option  Period"),  GP shall have the option,  which it may
exercise in its sole  discretion,  to terminate  this  Engagement as a result of
GP's findings in connection with the Diligence Review;  provided,  however, that
in the event that ADNAS does not make available to GP the Diligence  Information
within the time  period  specified  in Section  2(b),  the Option  Period  shall
automatically  be extended by the number of days that the Diligence  Information
was delinquent.

     (ii) In the event that GP exercises its option to terminate this Engagement
pursuant to Section 2(c)(i), (A) GP shall return to ADNAS the full amount of any
payments  heretofore  received by GP pursuant to this Letter  Agreement  and (B)
following the payment of such aforementioned amount by GP, this Letter Agreement
and the Warrant (as  hereinafter  defined) shall be null and void and shall have
no force and effect.

     3. Fees and Warrants

     As compensation for GP's performance of its obligations pursuant to Section
1 hereof:

     (a)  Advisory  Fee  Payments.  During  the Term and the  Renewal  Term,  if
applicable,  ADNAS  agrees to pay GP an  aggregate  advisory  fee of Two Million
Dollars  ($2,000,000)  payable as follows: (i) for the Term, (A) a lump sum cash
fee of Five Hundred Thousand Dollars  ($500,000) on September 1, 2004, and (B) a
monthly  cash fee in the amount of One  Hundred  Twenty  Five  Thousand  Dollars
($125,000)  beginning on September  15, 2004 and  continuing  thereafter  on the
fifteenth day of each month  occurring  during the Term and (ii) for the Renewal
Term,  a monthly  cash fee in the amount of One Hundred  Sixty Six  Thousand Six
Hundred and  Sixty-Six  Dollars  ($166,666)  on the  fifteenth day of each month
occurring during the Renewal Term.

     (b) Issuance of Warrant.  As  additional  consideration  to GP, ADNAS shall
issue,  upon execution of, and as a condition to, signing this Letter Agreement,
a  net-exercisable  warrant  relating to  21,430,000  shares of common  stock of
ADNAS, par value, $0.50 per share (the "Common Stock"),  at an exercise price of
$0.15 per share (the  "Warrant").  The Warrant shall be immediately  exercisable
with  respect to all shares of the Common Stock  subject  thereto as of the date
hereof.  The form of  Warrant  is  attached  hereto as  Exhibit A. If and to the
extent that ADNAS issues any other person  warrants,  stock options or shares of
capital stock with demand  registration rights or any other liquidity rights, GP
shall be entitled, with respect to the shares issued or issuable pursuant to the
Warrant to such  registration  or other rights that are at least as favorable as
those ADNAS grants to any other holders of warrants, stock options, or shares of
capital stock ADNAS.

                                       2
<PAGE>
     4. Expenses

     ADNAS  agrees  to  promptly  reimburse  GP for all  out-of-pocket  expenses
reasonably  incurred  by GP and its  representatives  in  connections  with  the
Engagement.


     5. Confidentiality: Use of Mr. Giuliani's Name

     (a) GP shall (i) treat and maintain as confidential  and/or  privileged all
information,   documents,   materials  and  work  product,  including,   without
limitation, the Diligence Information, that are, have been or shall be generated
or  created  by or  communicated  or  provided  to GP by ADNAS  relating  to any
activity  undertaken  as part of this Letter  Agreement and shall not reveal any
such  information,  document,  material or work product to any person or utilize
any affiliates, officers, directors and shareholders to maintain confidentiality
of such  information;  provided,  however,  that GP may reveal such information,
documents,  materials or work product if required by law pursuant to subpoena or
other  government  process  after prior notice to ADNAS when possible and to the
extent  permitted  under the  circumstances  to afford ADNAS an  opportunity  to
challenge  such  process  at  ADNAS's  sole  discretion  and  expense.   In  the
alternative,  should  ADNAS so direct,  GP shall  undertake  to  challenge  such
process at ADNAS's sole expense,  provided,  that such challenge is permitted by
law under the circumstances.

     (b) The  parties  shall keep the terms of this  Letter  Agreement  strictly
confidential  at all times and neither party shall make any statement  regarding
the  Engagement  or this Letter  Agreement  without  the advance  consent of the
other.

     (c) The trade names and trademarks "Rudolph  Giuliani,"  "Giuliani Partners
LLC," or any similar mark on variations or  derivations  thereof  (collectively,
the  "Giuliani  Marks"),  shall not be used by ADNAS  without GP's prior written
consent, and upon any termination of the Engagement, ADNAS shall have no further
right to use or exploit the Giuliani  Marks in any  fashion.  ADNAS shall not by
act or omission use the Giuliani Marks or perform any services  hereunder in any
manner  that  tarnishes,  degrades,  disparages  or  reflects  adversely  on the
Giuliani Marks, GP, its affiliates,  or their business or reputation.  Except as
expressly  provided herein,  nothing in this Letter Agreement shall be deemed to
give  ADNAS any  right,  title or  interest  in or to any of GP's  trade  names,
trademarks or service marks.

     6. Promotional Materials

     ADNAS  agrees that it shall submit to GP for its review,  all  advertising,
written sales  promotion,  press  releases,  news clippings and other  publicity
matters relating to the Engagement and the strategic relationship created hereby
or containing  language from which the  Engagement or such  relationship  may be
inferred or implied  ("Promotional  Materials") and not publish,  disseminate or
use any such GP Promotional Materials without GP's prior written consent,  which
consent shall not be unreasonably withheld or delayed.

                                       3
<PAGE>
     7. Indemnification and Related Matters

     (a) ADNAS agrees to indemnify GP, any controlling  person of GP and each of
their respective partners, shareholders, directors, officers, employees, agents,
affiliates and representatives  (each, an "Indemnified  Party") and hold each of
them harmless against any actions, judgments, claims, losses, damages, expenses,
liabilities, joint or several, to which any Indemnified Party may become liable,
directly or indirectly, arising out of, or relating to, this Letter Agreement or
the  Engagement,  including  but not limited to  reimbursement  for all GP fees,
costs,  attorney's fees and  disbursements and defense or other costs associated
with any such  actions,  judgments  or  claims,  unless  and until it were to be
finally adjudicated that such liabilities  resulted from the gross negligence or
willful  misconduct of any Indemnified  Party. ADNAS further agrees to reimburse
each  Indemnified  Party  immediately  upon request for all expenses  (including
reasonable attorneys' fees and expenses) as they are incurred in connection with
the investigation of, preparation for, defense of, or providing evidence in, any
action, claim, suit proceeding or investigation, directly or indirectly, arising
out of, or relating  to,  this  Letter  Agreement  or GP's  services  hereunder,
whether or not pending or threatened and whether or not any Indemnified Party is
a party to such  proceeding.  ADNAS also agrees that no Indemnified  Party shall
have  any  liability  (whether  direct  or  indirect,  in  contract  or  tort or
otherwise) to ADNAS or any person  asserting  claims on behalf of or in right of
ADNAS,  directly or  indirectly,  arising  out of, or  relating  to, this Letter
Agreement  or  GP's  services  thereunder,   unless  it  is  finally  judicially
determined  that such  liability  resulted from the gross  negligence or willful
misconduct of such Indemnified Party.  Moreover, in no event,  regardless of the
legal  theory  advanced,   shall  any  Indemnified   Party  be  liable  for  any
consequential,  indirect,  incidental  or special  damages of any nature.  In no
event  shall the  Indemnified  Parties'  liability  (whether  direct,  indirect,
contract or otherwise)  directly or indirectly relating to or in connection with
this Letter  Agreement exceed the advisory fees received by GP during the months
that any such liability of the  Indemnified  Parties arose. In the event that an
indemnified  Party is requested or required to appear as a witness in any action
brought by or on behalf of or against  ADNAS or any  affiliate of ADNAS in which
such Indemnified Party is not named as a defendant. ADNAS agrees to reimburse GP
for all expenses  incurred by it in  connection  with such  Indemnified  Party's
appearing  and  preparing  to  appear  as  such a  witness,  including,  without
limitation, the reasonable fees and disbursements of its legal counsel.

     (b) ADNAS agrees  that,  without GP's prior  written  consent,  it will not
settle,  compromise or consent to the entry of any judgment in or otherwise seek
to terminate any claim, action, suit,  proceeding or investigation in respect of
which  indemnification could be sought hereunder (whether or not GP or any other
Indemnified Party is an actual or potential party to such claim, action,  suite,
proceeding or investigation), unless (i) such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Party from any
liabilities arising out of such claim action, suite, proceeding or investigation
and (ii) the  parties  agree  that the  terms of such  settlement  shall  remain
confidential.

     (c) The rights of the  Indemnified  Parties  referred  to above shall be in
addition to any rights that any Indemnified Party may otherwise have.

     (d) ADNAS shall be solely responsible for the performance and safety of any
of the  products  and  services of the ADNAS  Business.  Any  representation  or
covenant,  whether  express or implied,  given by ADNAS to any customer or third
party  regarding  the products and services of the ADNAS  Business  shall be the
sole  responsibility  of ADNAS,  and GP shall not be  liable  for,  and shall be
indemnified  against in accordance  with Section 7(a), (i) any failure to comply
with such  representation  or covenant and (ii) any product  liability,  tort or
other claims relating to the ADNAS Business.

                                       4
<PAGE>
     (e) Each of the parties  hereto  represents and warrants that its execution
of, and performance of its obligations  under,  this Letter  Agreement shall not
constitute  or result in a breach or event of  default  under any  agreement  to
which it is a party, or contravene any applicable  law,  regulation or fiduciary
obligation.

     8. Non-Exclusivity

     Nothing  in this  Letter  Agreement  shall  prevent GP from  entering  into
consulting  agreements  or  arrangements  with other  parties  for any  purpose;
provided that GP shall not enter into such consulting agreements or arrangements
with any other party in which the majority of such  party's  business is related
to DNA-embedded technologies.

     9. Modification of Agreement; Non-Assignability; Entire Agreement

     (a) This Letter Agreement may not be changed or altered except in a writing
duly executed by an authorized agent of both parties hereto.

     (b) Neither  party may assign any of its rights or  obligations  under this
Letter Agreement without the prior written consent of the other party.

     (c) There have been no representations, inducements, promises or agreements
of any kind that have been made by  either  party,  or by any  person  acting on
behalf of wither  party,  which are not embodied  within this Letter  Agreement.
This letter Agreement constitutes the entire understanding and agreement between
the parties with respect to the subject  matter hereof and  supersedes all prior
agreements  and  undertakings,  both written and oral,  between the parties with
respect  to the  subject  matter  hereof.

     10. Independent Contractor Status; Governing Law

     In  connection  with  the  Engagement,  GP  is  acting  as  an  independent
contractor and not in any other capacity, and does not have any authority to act
as an agent for,  or  otherwise  bind  ADNAS.  All  aspects of the  relationship
created  by  this  Letter  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of New York,  United  States of  America,
applicable to contracts made and to be performed  therein.

     11. Arbitration

     (a) Any dispute,  controversy  or claim  arising out of or relating to this
Letter Agreement or the breach,  termination,  enforceability or validity hereof
shall be heard and determined by  arbitration in accordance  with the Commercial
Arbitration  Rules of the American  Arbitration  Association  (the  "AAA").  The
number of arbitrators shall be three. Each party shall select an arbitrator from

                                       5
<PAGE>

the list of names  submitted to the parties by the AAA, and such two arbitrators
shall be appoint the third  arbitrator.  The place of  arbitration  shall be the
City of New York.  (b) No  provision of or the exercise of any rights under this
Section 11 shall limit the right of any party to request and obtain from a court
of competent  jurisdiction  in the City of New York (which shall have  exclusive
jurisdiction  for  purposes of this  Section 11

     (b))  provisional  remedies and relief.  Each of the parties hereby submits
unconditionally  to the exclusive  jurisdiction  of the state and federal courts
located  in the City of New York for  purposes  of this  provision,  waives  and
agrees not to assert  objection to the venue of any proceeding in any such court
or that any such  court  provides  an  inconvenient  forum and  consents  to the
service of the process  upon it in  connection  with any  proceeding  instituted
under  this  Section  11 (b) in the same  manner as  provided  for the giving of
notice hereunder.

     12. Execution of the Letter Agreement and Signatures

     Your  signature  below  on the  indicated  enclosed  copy  of  this  Letter
Agreement  is your  representation  that you are  authorized  to enter  into the
Engagement  and to agree to the  terms of this  Letter  Agreement  on  behalf of
ADNAS.  This  Letter  Agreement  shall  be  binding  on all  parties  and  their
respective heirs,  successors and permitted  assigns.  Please execute and return
the indicated copy of this Letter Agreement to GP.

                                       6

<PAGE>




                                     * * * *

     If the foregoing correctly reflects our mutual  understanding and agreement
with respect to the terms of the Engagement set forth herein,  please so confirm
by executing and  delivering  the enclosed copy of this Letter  Agreement to the
undersigned,  and upon the Effective Date, this Letter  Agreement shall become a
binding agreement upon ADNAS and GP in accordance with its terms.

                                         Very truly yours,

                                         GIULIANI PARTNERS LLC

                                         By:/s/ ERIC HATZIMEMOS
                                         ----------------------
                                         Eric Hatzimemos
                                         Managing Director


     The above sets forth the terms of the Engagement and is agreed to on behalf
of ADNAS, as indicated below:



                                         APPLIED DNA SCIENCES, INC.


Dated:  August 6, 2004                   By:/s/ PETER BROCKELSBY
                                         --------------------
                                         Peter Brockelsby
                                         President

                                       7
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</DOCUMENT>
