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<SEC-DOCUMENT>0001013762-05-000491.txt : 20050420
<SEC-HEADER>0001013762-05-000491.hdr.sgml : 20050420
<ACCEPTANCE-DATETIME>20050420153836
ACCESSION NUMBER:		0001013762-05-000491
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050420
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050420
DATE AS OF CHANGE:		20050420

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPLIED DNA SCIENCES INC
		CENTRAL INDEX KEY:			0000744452
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				592262718
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	002-90539
		FILM NUMBER:		05761956

	BUSINESS ADDRESS:	
		STREET 1:		9229 WEST SUNSET BOULEVARD, SUITE 830
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90069
		BUSINESS PHONE:		3108601362

	MAIL ADDRESS:	
		STREET 1:		9229 WEST SUNSET BLVD, SUITE 830
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90069

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROHEALTH MEDICAL TECHNOLOGIES INC
		DATE OF NAME CHANGE:	20010504

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DCC ACQUISITION CORP
		DATE OF NAME CHANGE:	19990211

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DATALINK CAPITAL CORP/TX/
		DATE OF NAME CHANGE:	19980306
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>april1920058k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 11, 2005

                           Applied DNA Sciences, Inc.
             (Exact name of registrant as specified in its charter)



          Nevada                       002-90539               59-2262718
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


             9229 Sunset Boulevard, Suite 83, Los Angeles, CA 90069
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (310) 860-1362

                                   Copies to:
                              Andrea Cataneo, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.02 Termination of a Material Definitive Agreement.

     On April 11, 2005,  Giuliani  Partners and Applied DNA Sciences,  Inc. have
agreed  together that it is in our mutual  interest at this time to conclude the
Engagement Agreement of August 6, 2004.



Item 9.01 Financial Statements and Exhibits.

(a)       Financial statements of business acquired.

          Not applicable.

(b)       Pro forma financial information.

          Not applicable.

(c)       Exhibits.

Exhibit Number     Description
- ------------------ -------------------------------------------------------------
10.1               Termination Agreement


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        Applied DNA Sciences, Inc.


                                       /S/ Peter Brocklesby
Date:  April 20, 2005                  ---------------------
                                       Peter Brocklesby
                                       President


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>april1920058kex101.txt
<TEXT>
                                                   April 8, 2005


Mr. Peter Brocklesby
President
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, CA 90069

                              Termination Agreement

Dear Mr. Brocklesby:

     1. Termination.

     (a) This letter (this "Letter Agreement") confirms our mutual agreement
with respect to the termination of the Engagement Agreement entered into as of
August 6, 2004, including the Form of Warrant attached thereto as Exhibit A (the
"Engagement Agreement"), by and between Giuliani Partners LLC (together with its
affiliates, employees and agents, "~") and Applied DNA Sciences Inc. ("ADNAS"),
and all contractual relations between the parties.

     (b) Except for Sections 5(a), 7, 10 and 11 of the Engagement Agreement (the
"Surviving Provisions"), the Engagement Agreement shall terminate and be of no
further force and effect as of April 7, 2005 (the "Termination Date"). The
Surviving Provisions shall survive the Termination Date and shall continue to be
effective in accordance with their terms.

     2. Discharge of Obligations and Release. Except for the Surviving
Provisions, effective as of the Termination Date, each of GP on the one hand,
and ADNAS on the other hand, is discharged from any and all obligations under
the Engagement Agreement. Except for the Surviving Provisions, ADNAS irrevocably
and unconditionally waives, releases, and discharges any and all claims it may
have against GP in connection with or arising out of the Engagement Agreement or
OP's services thereunder (including, without limitation, the termination of the
Engagement Agreement pursuant to this Letter Agreement). Except for the
Surviving Provisions, GP irrevocably and unconditionally waives, releases, and
discharges any and all claims it may have against ADNAS, in connection with or
arising out of the Engagement Agreement (including, without limitation, the
termination of the Engagement Agreement pursuant to this Letter Agreement).


     3. Press Release. The text of any press release issued by ADNAS regarding
the termination of the parties' relationship shall be mutually agreed by ADNAS
and OP.

     4. Use of Giuliani" Marks. Effective as of the Termination Date, ADNAS
shall have no further right to use or exploit the trade names and trademarks
"Rudolph Giuliani," "Giuliani Partners LLC," or any similar mark or variations
or derivations thereof.
<PAGE>

     5. Governing Law. 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.

     6. Counterparts. This Letter Agreement may be executed and delivered
(including by facsimile transmission) in several counterparts, and by the
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

                                    * * * *



     Your signature below on the indicated enclosed copy of this Letter
Agreement is your representation that you are authorized to enter into 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 enclosed copy of
this Letter Agreement to GP.

                                                 Very truly yours,

                                                 GIULIANI PARTNERS LLC

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


                                                APPLIED DNA SCIENCES, INC.


Dated: 4/11/05                                  By: /s/ Peter Brocklesby
                                                    --------------------
                                                    Peter Brocklesby
                                                    President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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