<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>feb142005ex1012.txt
<TEXT>
Exhibit 10.12

                          INVESTMENT ADVISORY AGREEMENT

This  Investment  Advisory  Agreement  made  this 14th day of  February  2005 is
between Applied DNA Sciences,  Inc., a Nevada  corporation  located at 9229 West
Sunset  Blvd.,  Suite 830, Los  Angeles,  CA 9009  ("APDNAS"),  and First London
Finance, Ltd. ("FLF"), located at The Akara Building, 24 De Castro St., Wickhams
Cay I, Road Town,  Tortola,  British  Virgin Islands and supersedes the previous
Investment  Advisory  Agreement  between  APDNAS and FLF of 8th  December  2004.
APDNAS and FLF agree as follows:


I.   ENGAGEMENT

     APDNAS  hereby  engages  and retains  FLF as its  non-exclusive  Investment
     Adviser to perform  the  services  (as that term is defined in III.  Below,
     hereafter  referred to as the "Services") and FLF accepts such  appointment
     on the terms and subject to the conditions hereinafter set forth and agrees
     to use its best efforts in providing such Services.

II.  INDEPENDENT CONTRACTOR

     A.   FLF  shall be,  and in all  respects  be deemed to be, an  independent
          contractor in the performance of its duties hereunder,  any law of any
          jurisdiction to the contrary.

     B.   FLF shall not, by reason of this  Agreement or the  performance of the
          Services,  be or  be  deemed  to  be,  an  employee,  agent,  partner,
          co-venture or controlling person of APDNAS, and FLF shall not have any
          power to enter  into any  agreement  on  behalf of or  otherwise  bind
          APDNAS.

     C.   FLF  shall  not have or be deemed  to have  fiduciary  obligations  or
          duties to APDNAS and shall be free to pursue for their own account (or
          for the account of others)  such  activities,  employments,  ventures,
          businesses  and other pursuits as they at their sole  discretion,  may
          elect.

     D.   Notwithstanding the above provision,  FLF shall not pursue for its own
          account (or for the account of others) such  activities,  employments,
          ventures,  businesses,   financing,  debt/equity  funding,  investment
          advisory and/or brokerage  services that are or may be perceived to be
          a conflict with FLF's  obligations  under this Agreement or be adverse
          to APDNAS' interests or the proposed business plans of APDNAS.

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III. SERVICES

     A.   Advise  and assist  APDNAS to raise up to  Twenty-Seven  Million  U.S.
          dollars  ($27,000,000.00)  through  the  sale of units  ("Units")  and
          exercise of warrants.

     B.   Assist  APDNAS  in  efforts  to  seek   additional   business/business
          relationships that will be of benefit to APDNAS.

     C.   Advise APDNAS and/or any of its  affiliates in its  negotiations  with
          one or more individuals,  broker-dealers,  placement agents,  firms or
          entities  (the  "Candidate(s)")  who may have an interest in providing
          capital or in pursuing a "Business  Combination"  with APDNAS. As used
          in this Agreement,  the term "Business Combination" shall be deemed to
          mean  any form of  merger,  acquisition  (of  assets  or  Intellectual
          Property),  joint venture,  licensing agreement,  product sales and/or
          marketing,   distribution,   combination  and/or  consolidation,  etc.
          involving APDNAS and/or any of its affiliates and any other entity. As
          used herein,  the term "investment"  shall include the contribution of
          anything  of value by a  candidate  introduced  by FLF to  APDNAS  its
          subsidiaries or affiliates.

     D.   Devote  such  time and best  effort  to the  affairs  of  APDNAS as is
          reasonable and adequate to render the consulting services contemplated
          by this  agreement as well as may  reasonably  be requested by APDNAS.
          FLF is not responsible for the performance of any services,  which may
          be  rendered   hereunder   without  APDNAS   providing  the  necessary
          information  in  writing  prior  thereto,  nor shall FLF  include  any
          services  that  constitute  the  rendering  of any legal  opinions  or
          performance  of work that is in the ordinary  purview of the Certified
          Public  Accountant.  FLF cannot guarantee  results on behalf of APDNAS
          but shall pursue all reasonable  avenues available through its network
          of contacts that FLF hereby represents it has established and that are
          capable of providing the funding levels and types contemplated by this
          agreement.  At such time as an interest is  expressed by a third party
          in  APDNAS'  needs,  FLF shall  notify  APDNAS and advise it as to the
          source of such interest and any terms and conditions of such interest.
          The  acceptance  and  consumption  of any  transaction  is  subject to
          acceptance  of the terms and  conditions  by APDNAS.  It is understood
          that a portion of the  compensation  paid  hereunder  is being paid by
          APDNAS to retain FLF to remain  available to advise it on transactions
          on an as-needed basis. Further FLF shall advise APDNAS prior to making
          any and all  contacts  it  intends  to  make  in  performance  of this
          agreement  in  order to  assure  full  coordination  with  APDNAS  and
          approval by APDNAS of such potential funding source.

     E.   APDNAS and FLF hereby  confirm their express  written  intent that FLF
          shall only be required to devote such time to the  performance  of the
          Services as is reasonable to properly  discharge its  responsibilities
          under this Agreement.

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     F.   FLF will  advise  APDNAS  in  structuring,  seeking  and  issuing  the
          documents related to the financing.

     G.   FLF shall act as a non-exclusive  Investor Relations Advisor to APDNAS
          for as long as this Agreement remains in force

     H.   In conjunction with the Services, FLF agrees to:

          1.   Be available to the  officers of APDNAS at such  mutually  agreed
               upon place during normal business hours for reasonable periods of
               time,   subject  to  reasonable   advance   notice  and  mutually
               convenient scheduling,  for the purpose of advising and assisting
               APDNAS in the preparation of such reports,  summaries,  corporate
               and/or transaction profiles,  due diligence packages and/or other
               material and documentation as shall be necessary,  in the opinion
               of  FLF,  to  properly  present  APDNAS  to  other  entities  and
               individuals  that could be of benefit to APDNAS;  2. Make  itself
               available for telephone  conferences with the principal financial
               sales  and/or  operating   officer(s)  of  APDNAS  during  normal
               business  hours;  3.  Advise  APDNAS'   management  in  corporate
               finance,  structuring the nature,  extent and other parameters of
               any  private or other  offer(s)  to be made to  Candidate(s);  4.
               Advise   APDNAS'   management   in   evaluating   proposals   and
               participating in negotiations with Candidate(s); 5. Advise APDNAS
               regarding  company  operations,  staffing,  strategy,  and  other
               issues  related  to  building  shareholder  value as  APDNAS  may
               reasonably  request,  consistent  with  the  provisions  of  this
               Agreement;  6. Introduce  APDNAS to banking and investment  firms
               qualified,  capable  and  interested  in finding  funding for the
               APDNAS; 7. Introduce APDNAS to investor  relations firms that may
               assist APDNAS in communicating  with its shareholders,  the media
               and other  interested  parties.  8. Introduce the APDNAS to firms
               qualified,  capable and  interested in converting the APDNAS' SEC
               filings  and  proxy   statements  into  an  Edgar(R)  format  for
               submission.

IV.  EXPENSES

     It is expressly  agreed and understood that FLF's  compensation as provided
     in  this  Agreement  does  include  normal  and  reasonable   out-of-pocket
     expenses.  FLF will be entitled to reimbursement of its business  expenses,
     as described herein APDNAS shall reimburse the pre-approved expenses of FLF
     and such amounts shall not be deducted from any fees described in Section V
     below titled, "COMPENSATION."

                                       3
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     A.   The  disbursements of expense money to FLF, and its affiliates will be
          paid by APDNAS  for the prior  approved  expenses.  It is agreed  that
          APDNAS will pay all  out-of-pocket  pre-approved  expenses incurred in
          connection with this engagement.

     B.   FLF shall not incur any expense  exceeding Five Hundred US Dollars (US
          $500.00) without prior written consent from APDNAS.

     C.   APDNAS  hereby  agrees to  compensate  FLF promptly upon receipt of an
          approved expense invoice from FLF. Whenever feasible, FLF will request
          advance payment of previously approved expenses.

     D.   APDNAS hereby agrees that FLF's employees may:

          1.   Travel in business class on all international  flights and either
               business  class or first class on U.S.  domestic  flights of more
               than two hours duration;

          2.   Stay at Hyatt, Marriott, Sheraton, Hilton or equivalent hotel for
               overnight stays.

V.   COMPENSATION

     In consideration for Financial  Consulting and Investor  relations services
     provided  to the APDNAS  (the "  Services"),  as set forth at Section III A
     through H, above), APDNAS agrees that FLF shall be entitled to compensation
     as follows:


     A.   A monthly  Investment  Advisory  Fee of Ten  Thousand  US Dollars  (US
          $10,000.00) USD ("Investment Advisory Fee") shall be paid for a period
          of one (1) year to FLF for the SERVICES  described in III. above.  The
          period may be extended  in annual  increments,  as mutually  agreed in
          writing by the parties.  The Investment  Advisory Fee shall be paid on
          the first of each month,  commencing 1 December,  2004.  The fee shall
          continue to be paid monthly in advance until this Agreement expires. .


                                       4
<PAGE>

     B.   In  addition,  APDNAS  agrees to issue to FLF Eight  Hundred and Fifty
          Thousand  (850,000)  shares of APDNAS' common stock to be issued on or
          about 1st February  2005 and Four Hundred  Thousand  shares of APDNAS'
          common stock to be issued on 31st December 2005 (hereinafter  referred
          to as the  "Company  Shares").  APDNAS  hereby  agrees to  review  the
          Services  performed  by FLF every six (6) months for the  duration  of
          this contract and may issue additional shares to FLF, as may be deemed
          appropriate by the parities to this Agreement.

     C.   The Company Shares issued shall be Registered in the SB-2 Registration
          to be filed by APDNAS on 15th February, 2005. FLF agrees to a "Lock-up
          Agreement"  under which the  registered  Company  Shares  shall not be
          eligible for sale until 31st December, 2005.

VI.  REPRESENTATIONS, WARRANTIES AND COVENANTS

     The parties hereby represent, warrant and covenant that:

     A.   The execution, delivery and performance of this Agreement, in the time
          and manner  herein  specified,  will not  conflict  with,  result in a
          breach  of, or  constitute  a default  under any  existing  agreement,
          indenture,  or other  instrument  to which  either  APDNAS or FLF is a
          party or by which either entity may be bound or affected.

     B.   APDNAS  hereby  irrevocably  agrees  not to  circumvent,  directly  or
          indirectly,  the intent of this Agreement, to avoid payment of fees in
          any  transaction  with  any  corporation,   partnership,   entity,  or
          individual,  introduced  by FLF to  APDNAS,  in  connection  with  any
          project, any loans or collateral,  or other transaction  involving any
          products,  transfers or  services,  or  addition,  renewal  extension,
          rollover,   amendment,   renegotiations,   new   contracts,   parallel
          contracts/agreements, or third party assignments thereof.

     C.   FLF  agrees  to  adhere  to  an  understanding   of   Confidentiality,
          Non-Circumvention   and   Non-Competition  and  be  bound  thereby  as
          expressed  in a  separate  written  agreement  delivered  concurrently
          herewith.

     D.   APDNAS and FLF have full legal  authority to enter into this Agreement
          and to perform the same in the time and manner contemplated.

     E.   The individuals  whose signatures  appear below are authorized to sign
          this Agreement on behalf of their respective organizations.

     F.   APDNAS will  co-operate  with FLF, and will promptly  provide FLF with
          all reasonably  requested  information in order for FLF to perform its
          Services pursuant to this Agreement.

                                       5
<PAGE>

VII  TERM AND TERMINATION

     A.   The term of this Agreement  shall expire on 7th December 2006,  unless
          extended in writing by both APDNAS and FLF.

VIII CONFIDENTIAL DATA

     A.   FLF shall not  divulge to  others,  any trade  secret or  confidential
          information,  knowledge,  or  data  concerning  or  pertaining  to the
          business  and  affairs of APDNAS,  obtained  by FLF as a result of its
          engagement  hereunder,  unless authorized,  in writing by APDNAS. Upon
          termination  of this Agreement for any reason FLF agrees to return all
          information to APDNAS.

     B.   APDNAS shall not divulge to others,  any trade secret or  confidential
          information,  knowledge,  or  data  concerning  or  pertaining  to the
          business  and  affairs of FLF,  obtained  by APDNAS as a result of its
          engagement hereunder, unless authorized, in writing, by FLF.

     C.   FLF shall be required in the  performance  of its duties to divulge to
          APDNAS or any  officer,  director,  agent or employee  of APDNAS,  any
          secret or confidential information,  knowledge, or data concerning any
          other person, firm or entity (including,  but not limited to, any such
          persons,  firm  or  entity  which  may be a  competitor  or  potential
          competitor  of  APDNAS),  which  FLF may  have  or be  able to  obtain
          otherwise  than as a result of the  relationship  established  by this
          Agreement.

                                       6
<PAGE>

IX   OTHER MATERIAL TERMS AND CONDITIONS

     D.   Piggy-Back  Registration  Rights. If, at any time commencing after the
          date  hereof,  the APDNAS  proposes to  register  any shares of common
          stock of the APDNAS  under the  Securities  Act of 1933,  as  amended,
          (other than  pursuant to a Form S-4,  Form S-8 or any other  successor
          form of limited  purpose),  the APDNAS  shall  include  the FLF Shares
          under such  registration  statement and pay for all such  registration
          costs and expenses of FLF.

     E.   Provisions. Neither termination nor completion of the assignment shall
          affect  the  provisions  of this  Agreement,  and the  Indemnification
          Provisions,  attached  at  Schedule  "A" and hereby  made part of this
          Agreement, which shall remain operative and in full force and effect.

     F.   Additional  Instruments.  Each of the parties shall from time to time,
          at the  request of others,  execute,  acknowledge  and  deliver to the
          other party any and all  further  instruments  that may be  reasonably
          required  to give  full  effect  and force to the  provisions  of this
          Agreement.

     G.   Entire  Agreement.  Each of the  parties  hereby  covenants  that this
          Agreement is intended to and does contain and embody herein all of the
          understandings  and  Agreements,  both written or oral, of the parties
          with respect to the subject matter of this  Agreement,  and that there
          exists  no  oral  agreement  or  understanding  expressed  or  implied
          liability,  where the absolute,  final and unconditional character and
          nature of this Agreement shall be in any way invalidated, empowered or
          affected. There are no representations,  warranties or covenants other
          than those set forth herein.

     H.   Laws of Nevada. This Agreement shall be deemed to be made in, governed
          by and  interpreted  under and construed in all respects in accordance
          with the  laws of  Nevada,  irrespective  of the  country  or place of
          domicile or residence of either party. The FLF and APDNAS hereby agree
          that any  legal  proceedings,  suits or  arbitrations  filed by either
          party must be filed and adjudicated in Nevada, USA.

     I.   Assignments.  The  benefits  of  the  Agreement  shall  inure  to  the
          respective  successors  and assigns of the  parties  hereto and of the
          indemnified  parties  hereunder and their  successors  and assigns and
          representatives,  and the obligations and liabilities  assumed in this
          Agreement by the parties hereto shall be binding upon their respective
          successors  and assigns;  provided that the rights and  obligations of
          APDNAS and FLF under this  Agreement  may not be assigned or delegated
          without  the prior  written  consent of APDNAS or FLF, as the case may
          be, and any such purported assignment shall be null and void.

     J.   Originals.   This   Agreement   may  be  executed  in  any  number  of
          counterparts,  each of which so  executed  shall be deemed an original
          and  constitute  one and the same  agreement.  Facsimile  copies  with
          signatures shall be given the same legal effect as an original.

     K.   Addresses  of  Parties.  Each party  shall at all times keep the other
          informed of its  principal  place of business if  different  from that
          stated  herein,  and shall  promptly  notify the other of any  change,
          giving the address of the new place of business or residence.

     L.   Notices.  All notices that are required to be or may be sent  pursuant
          to the provision of this  Agreement  shall be sent by certified  mail,
          return  receipt  requested,  by  facsimile  or  by  overnight  package
          delivery  service  to each of the  parties  at the  address  appearing
          herein,  and shall  count  from the date of  receipt  of the  delivery
          service or  confirmation  of facsimile  receipt or by a validated  air
          bill.  Addresses for facsimile are as follows: For FLF: attention Jack
          Wright, Agent, 941-346-9230.  For APDNAS : attention Peter Brocklesby,
          President and Karin Klemm, COO, 310-860-1303.

     M.   Modification  and  Waiver.  A  modification  or  waiver  of any of the
          provisions  of  this  Agreement  shall  be  effective  only if made in
          writing and executed with the same  formality as this  Agreement.  The
          failure of any party to insist upon strict  performance  of any of the

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          provisions of this Agreement shall not be construed as a waiver of any
          subsequent  default  of the same or  similar  nature  or of any  other
          nature.

X.   Attorney's  Fees If any  arbitration,  litigation,  action,  suit, or other
     proceeding is instituted to remedy,  prevent or obtain relief from a breach
     of this Agreement,  in relation to a breach of this Agreement or pertaining
     to a declaration of rights under this Agreement,  the prevailing party will
     recover all such party's  reasonable  attorneys'  fees incurred in each and
     every such action, suit or other proceeding,  including any and all appeals
     or petitions there from. As used in this Agreement, attorneys' fees will be
     deemed to be the reasonable legal fees and services performed in connection
     with the matters  involved,  including  those  related to any appeal or the
     enforcement  of any judgment  calculated on the basis of the reasonable fee
     charged by attorneys performing such services.


WHEREOF,  on the dates of their respective  signatures,  each party has executed
this Agreement.

APPROVED AND AGREED:                        APPROVED AND AGREED:

First London Finance, Ltd.                           Applied DNA Sciences, Inc.



/s/ M. MARECHAL                                      /s/ PETER BROCKLESBY
---------------                                      ---------------------
By: M. Marechal                                      By: Peter Brocklesby
                                                              President
/s/ C. BRASEY
-------------
By: C. Brasey                                        14th February, 2005
General Attorneys                                    Date of execution

14th February, 2005
Date of execution



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