<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>feb122005sb2ex103.txt
<TEXT>


Exhibit 10.3
                               INDEMNITY AGREEMENT

     This Indemnity  Agreement  ("Agreement") is made as of November 8, 2002, by
and between Applied DNA Sciences,  Inc., a Nevada  corporation  (the "Company"),
and Larry Lee  ("Indemnitee"),  a  director  and/or  officer  or key  executive,
employee or consultant of the Company, or a person serving at the request of the
Company as a director, officer, employee or agent of another enterprise.

                                    RECITALS

     A. The Indemnitee is currently serving or has agreed to serve as a director
and/or  officer of the Company and in such  capacity  has  rendered  and/or will
render valuable services to the Company.

     B. The  Company  has  investigated  the  availability  and  sufficiency  of
liability  insurance  and  applicable  statutory  indemnification  provisions to
provide its  directors and officers with  adequate  protection  against  various
legal risks and potential  liabilities to which such individuals are subject due
to their positions with the Company and has concluded that such insurance may be
unavailable  or too  costly,  and  even  if  purchased  it,  and  the  statutory
provisions,  may  provide  inadequate  and  unacceptable  protection  to certain
individuals requested to serve as its directors and/or officers.

     C. It is  essential  to the Company  that it attract and retain as officers
and  directors  the most capable  persons  available  and in order to induce and
encourage highly experienced and capable persons such as the Indemnitee to serve
or continue to serve as a director  and/or officer of the Company,  the Board of
Directors has determined, after due consideration and investigation of the terms
and  provisions of the Agreement and the various other options  available to the
Company and the  Indemnitee  in lieu  hereof,  that this  Agreement  is not only
reasonable and prudent but necessary to promote and ensure the best interests of
the Company and its stockholders.

     NOW,  THEREFORE,  in consideration of the services or continued services of
the  Indemnitee  and in order to induce the  Indemnitee  to serve or continue to
serve as director and/or officer, the Company and the Indemnitee do hereby agree
as follows:

     1. Definitions. As used in this Agreement:


          (a) The term  "Proceeding"  shall include any  threatened,  pending or
completed inquiry,  hearing,  investigation,  action, suit, arbitration or other
alternative  dispute  resolution  mechanism or  proceeding,  formal or informal,
whether  brought in the name of the Company or otherwise and whether of a civil,

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criminal or administrative  or investigative  nature, by reason of the fact that
the Indemnitee is or was a director and/or officer of the Company,  or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another enterprise,  whether or not he/she is serving in such capacity at the
time  any  liability  or  expense  is  incurred  for  which  indemnification  or
reimbursement  is to be provided under this  Agreement.

          (b) The term "Expenses" includes, without limitation: attorneys' fees,
costs,  disbursements  and  retainers;  accounting  and  witness  fees;  fees of
experts;  travel and deposition costs;  transcript costs, filing fees, telephone
charges,  postage,  copying costs,  delivery service fees and other expenses and
obligations  of any nature  whatsoever  paid or incurred in connection  with any
investigations, judicial or administrative proceedings and appeals, amounts paid
in settlement by or on behalf of Indemnitee,  and any expenses of establishing a
right to  indemnification,  pursuant to this  Agreement or otherwise,  including
reasonable  compensation for time spent by the Indemnitee in connection with the
investigation,  defense or appeal of a Proceeding or action for  indemnification
for which he/she is not otherwise compensated by the Company or any third party.
The term "Expenses" does not include the amount of judgments,  fines,  penalties
or ERISA excise taxes actually levied against the Indemnitee.

     2.  Agreement to Serve.  The  Indemnitee  agrees to serve or to continue to
serve as a director  and/or officer of the Company for so long as he/she is duly
elected or appointed or until such time as he/she tenders his/her resignation in
writing or is removed as a director and/or officer.  However,  nothing contained
in this  Agreement  shall be  construed  as  giving  Indemnitee  any right to be
retained in the employ of the Company, any subsidiary or any other person.



<PAGE>



     3.  Indemnification in Third Party Actions. The Company shall indemnify the
Indemnitee  if the  Indemnitee is a party to or threatened to be made a party to
or is otherwise involved in any Proceeding (other that a Proceeding by or in the
name of the Company to procure a judgment  in its favor),  by reason of the fact
that the Indemnitee is or was a director and/or officer of the Company, or is or
was serving at the request of the  Company as a director,  officer,  employee or
agent of another enterprise,  against all Expenses,  judgments, fines, penalties
and ERISA excise taxes  actually and  reasonably  incurred by the  Indemnitee in
connection  with the defense or settlement of such a Proceeding,  to the fullest
extent  permitted by  applicable  corporate  law and the  Company's  Articles of

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Incorporation;  provided  that any  settlement  of a  Proceeding  be approved in
writing by the Company.

     4.  Indemnification  in Proceedings  by or In the Name of the Company.  The
Company  shall  indemnify  the  Indemnitee  if the  Indemnitee  is a party to or
threatened to be made a party to or is otherwise  involved in any  Proceeding by
or in the name of the  Company to  procure a judgment  in its favor by reason of
the fact that the Indemnitee was or is a director and/or officer of the Company,
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee or agent of another enterprise,  against all Expenses, judgments, fines
penalties  and ERISA  excise  taxes  actually  and  reasonably  incurred  by the
Indemnitee in connection with the defense or settlement of such a Proceeding, to
the fullest  extent  permitted by  applicable  corporate  law and the  Company's
Articles of Incorporation.

     5. Conclusive  Presumption  Regarding Standards of Conduct.  The Indemnitee
shall be conclusively presumed to have met the relevant standards of conduct, if
any, as defined by applicable  corporate  law, for  indemnification  pursuant to
this Agreement,  unless a determination  is made that the Indemnitee has not met
such  standards  (i) by the Board of  Directors  by a majority  vote of a quorum
thereof  consisting of directors who were not parties to the  Proceeding  due to
which a claim is made  under this  Agreement,  (ii) by the  shareholders  of the
Company by majority vote of a quorum thereof  consisting of shareholders who are
not parties to the Proceeding due to which a claim is made under this Agreement,
(iii) in a written  opinion by independent  counsel,  selection of whom has been
approved  by the  Indemnitee  in  writing,  or  (iv)  by a  court  of  competent
jurisdiction.


     6.  Indemnification  of Expenses of Successful Party.  Notwithstanding  any
other  provision of the  Agreement,  to the extent that the  Indemnitee has been
successful  in defense of any  Proceeding  or in defense of any claim,  issue or
matter  therein,  on the  merits or  otherwise,  including  the  dismissal  of a
Proceeding  without  prejudice  or the  settlement  of a  Proceeding  without an
admission of liability, the Indemnitee shall be indemnified against all Expenses
incurred in connection  therewith to the fullest extent  permitted by applicable
corporate law.

     7.  Advances of Expenses.  The Expenses  incurred by the  Indemnitee in any

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<PAGE>

Proceeding  shall be paid  promptly  by the  Company  in  advance  of the  final
disposition  of the  Proceeding at the written  request of the Indemnitee to the
fullest  extent  permitted  by  applicable  corporate  law;  provided  that  the
Indemnitee  shall undertake in writing to repay any advances if it is ultimately
determined that the Indemnitee is not entitled to indemnification.

     8.  Partial  Indemnification.  If the  Indemnitee  is  entitled  under  any
provision of the  Agreement to  indemnification  by the Company for a portion of
the Expenses,  judgments,  fines,  penalties or ERISA excise taxes  actually and
reasonably  incurred  by  him/her  in  the  investigation,  defense,  appeal  or
settlement of any Proceeding but not,  however,  for the total amount of his/her
Expenses,  judgments,  fines, penalties or ERISA excise taxes, the Company shall
nevertheless  indemnify the Indemnitee  for the portion of Expenses,  judgments,
fines, penalties or ERISA excise taxes to which the Indemnitee is entitled.

         9. Indemnification Procedure; Determination of Right to
Indemnification.

          (a)  Promptly  after  receipt  by  the  Indemnitee  of  notice  of the
commencement  of any  Proceeding,  the Indemnitee  shall,  if a claim in respect
thereof is to be made  against  the  Company  under this  Agreement,  notify the
Company of the  commencement  thereof in writing.  The omission to so notify the
Company,  however,  shall not relieve it from any liability which it may have to
the Indemnitee otherwise than under this Agreement.

          (b) If a claim for indemnification or advances under this Agreement is
not paid by the Company  within  thirty (30) days of receipt of written  notice,
the rights  provided by this Agreement shall be enforceable by the Indemnitee in
any  court of  competent  jurisdiction.  The  burden  of  proving  by clear  and
convincing  evidence that  indemnification or advances are not appropriate shall
be on the Company.  Neither the failure of the directors or  stockholders of the
Company or its independent  legal counsel to have made a determination  prior to
the commencement of such action that  indemnification  or advances are proper in
the  circumstances  because the Indemnitee  has met the  applicable  standard of
conduct, if any, nor an actual determination by the directors or shareholders of
the Company or  independent  legal counsel that the  Indemnitee  has not met the
applicable  standard  of  conduct,  shall be a defense to the action or create a
presumption  for the purpose of an action that the  Indemnitee  has not been the
applicable standard of conduct.

          (c)  The  Indemnitee's   Expenses  incurred  in  connection  with  any

                                       4
<PAGE>

Proceeding  concerning  his/her right to indemnification or advances in whole or
part  pursuant  to this  Agreement  shall  also be  indemnified  by the  Company
regardless of the outcome of such Proceeding.

          (d) With  respect  to any  Proceeding  for  which  indemnification  is
requested,  the  Company  will be  entitled  to  participate  therein at its own
expense and, except as otherwise provided below, to the extent that it may wish,
the Company may assume the defense  thereof,  with counsel  satisfactory  to the
Indemnitee.  After notice from the Company to the  Indemnitee of its election to
assume  the  defense  of a  Proceeding,  the  Company  will not be liable to the
Indemnitee  for  any  Expenses   subsequently  incurred  by  the  Indemnitee  in
connection with the defense  thereof,  other than as provided below. The Company
shall not settle any  Proceeding in any manner which would impose any penalty or
limitation on the  Indemnitee  without the  Indemnitee's  written  consent.  The
Indemnitee  shall have the right to employee  his/her counsel in any Proceeding,
but the fees and expenses of such counsel incurred after notice from the Company
of its  assumption of the defense of the  Proceeding  shall be at the expense of
the Indemnitee,  unless (i) the employment of counsel by the Indemnitee has been
authorized by the Company,  (ii) the Indemnitee shall have reasonably  concluded
that there may be a conflict of interest  between the Company and the Indemnitee
in the conduct of the defense of a  Proceeding,  in each of which cases the fees
and expenses of the Indemnitee's  counsel shall be advances by the Company.  The
Company shall not be entitled to assume the defense of any Proceeding brought by
or on behalf of the Company or as to which the  Indemnitee  has  concluded  that
there may be a conflict of interest between the Company and the Indemnitee.

  10. Limitations on Indemnification. No payments pursuant to this Agreement
shall be made by the Company:


          (a) To  indemnify or advance  funds to the  Indemnitee  expenses  with
respect to Proceeding initiated or brought voluntarily by the Indemnitee and not
by way of defense,  except with respect to  Proceedings  brought to establish or
enforce a right to indemnification  under this Agreement or any other statute or
law  or  otherwise  as  required  under  applicable   corporate  law,  but  such
indemnification  or  advancement  of expenses  may be provided by the Company in
specific cases if the Board of Directors finds it to be appropriate;

          (b) To indemnify the  Indemnitee  for any Expenses,  judgment,  fines,
penalties or ERISA excise taxes sustained in any Proceeding for which payment is
actually made to the Indemnitee under a valid and collectible  insurance policy,
except in  respect  of any  excess  beyond  the  amount of  payment  under  such
insurance;

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<PAGE>

          (c) To indemnify the  Indemnitee  for any Expenses,  judgment,  fines,
and/or  penalties  sustained in any Proceeding for an accounting of profits made
from  the  purchase  or sale by the  Indemnitee  of  securities  of the  Company
pursuant to the  provisions of Section 16(b) of the  Securities  Exchange Act of
1934, the rules and regulations promulgated thereunder and amendments thereto or
similar  provisions of any federal,  state or local  statutory law; and (d) If a
court of competent  jurisdiction  finally  determines  that any  indemnification
hereunder is unlawful.

     11. Maintenance of Liability Insurance.

          (a) The  Company  hereby  covenants  and agrees  that,  as long as the
Indemnitee  continues to serve as a director  and/or  officer of the Company and
thereafter as long as the Indemnitee may be subject to any possible  Proceeding,
the Company,  subject to subsection  (c), shall promptly  obtain and maintain in
full  force and  effect  directors'  and  officers'  liability  insurance  ("D&O
Insurance") in reasonable amounts from established and reputable insurers.

          (b) In all D&O insurance policies, the Indemnitee shall be named as an
insured  in such a manner as to  provide  the  Indemnitee  the same  rights  and
benefits  as are  accorded  to  the  most  favorably  insured  of the  Company's
directors and/or officers.

          (c)  Notwithstanding   the  foregoing,   the  Company  shall  have  no
obligation to obtain or maintain D&O Insurance if the Company determines, in its
sole discretion,  that such insurance is not reasonably  available,  the premium
costs for such  insurance  is so  limited  by  exclusions  that it  provides  an
insufficient  benefit,  or  the  Indemnitee  is  covered  by  similar  insurance
maintained by a subsidiary of the Company.

     12. Indemnification  Hereunder Not Exclusive.  The indemnification provided
by this Agreement shall not be deemed exclusive of any other rights to which the
Indemnitee  may be entitled  under the Articles of  Incorporation,  Bylaws,  any
agreement,  vote  of  shareholders  or  disinterested  directors,  provision  of
applicable  corporate law, or otherwise,  both as to action in his/her  official
capacity  and as to action in another  capacity on behalf of the  Company  while
holding such office.

     13. Successors and Assigns. This Agreement shall be binding upon, and shall

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<PAGE>

inure  to  the  benefit  of  the  Indemnitee   and  his/her  heirs,   executors,
administrators  and  assigns,  whether  or not  Indemnitee  has  ceased  to be a
director or officer, and the Company and its successors and assigns.

     14. Severability.  Each and every paragraph,  sentence,  term and provision
hereof is separate  and  distinct so that if any  paragraph,  sentence,  term or
provision  hereof shall be held to be invalid or  unenforceable  for any reason,
such   invalidity  or   unenforceability   shall  not  affect  the  validity  or
enforceability  of any other paragraph,  sentence,  term or provision hereof. To
the  extent  required,  any  paragraph,  sentence,  term  or  provision  of this
Agreement shall be modified by a court of competent jurisdiction to preserve its
validity   and  to  provide   the   Indemnitee   with  the   broadest   possible
indemnification permitted under applicable corporate law.

     15. Savings Clause. If this Agreement or any paragraph,  sentence,  term or
provision  hereof  is  invalidated  on any  ground  by any  court  of  competent
jurisdiction,  the Company shall nevertheless indemnify the Indemnitee as to any
Expenses,  judgments,  fines,  penalties  for ERISA excise taxes  incurred  with
respect  to any  Proceeding  to the  full  extent  permitted  by any  applicable
paragraph,  sentence,  term or  provision  of this  Agreement  that has not been
invalidated or by any other applicable provision of applicable corporate law.

     16.  Interpretation;  Governing Law. This Agreement shall be construed as a
whole and in accordance with its fair meaning. Headings are for convenience only
and shall not be used in construing  meaning.  This Agreement  shall be governed
and interpreted in accordance with the laws of the State of Delaware.


     17.  Amendments.  No  amendment,  waiver,   modification,   termination  or
cancellation  of this Agreement  shall be effective  unless in writing signed by
the party  against  whom  enforcement  is  sought.  The  indemnification  rights
afforded to the Indemnitee hereby are contract rights and may not be diminished,
eliminated or otherwise affected by amendments to the Articles of Incorporation,
Bylaws, or by other agreements, including D&O Insurance policies.

     18.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and

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shall become  effective when one or more  counterparts  have been signed by each
party and delivered to the other.

     19. Notices.  Any notice required to be given under this Agreement shall be
directed: TO: Applied DNA Sciences, Inc.


With a copy to:
                           Andrea Cataneo, Esq.
                           81 Meadowbrook Road
                           Randolph, NJ 07869


         TO:      Lawrence Lee

                  -----------------------
                  -----------------------
                  -----------------------
                   (Insert home address)

     or to such other address as either shall designate in writing.


     IN WITNESS WHEREOF,  the parties have executed this Indemnity  Agreement as
of the date first written above.



                                            INDEMNITEE:


                                            /s/ Larry Lee
                                            -------------
                                            Larry Lee

                                            APPLIED DNA SCIENCES, INC.


                                            /s/ JAIME CARDONA
                                            ------------------
                                            Jaime Cardona, Secretary
</TEXT>
</DOCUMENT>
