-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 PQJ+KqCbEwzLkwpnB71KK6uyX4hgGdkS5SFisSOy2VHCNSkgoa5ZI5m9D24PZ3yW
 oESkrkvNeUYmJWkhJLhQAw==

<SEC-DOCUMENT>0001013762-05-000879.txt : 20050721
<SEC-HEADER>0001013762-05-000879.hdr.sgml : 20050721
<ACCEPTANCE-DATETIME>20050721170122
ACCESSION NUMBER:		0001013762-05-000879
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20050715
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050721
DATE AS OF CHANGE:		20050721

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:		05966841

	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>july2120058k.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): July 15, 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 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
Item 2.01 Completion of Acquisition of Assets.
Item 2.03 Creation of a Direct Financial Obligation.

Acquisition of Assets
- ---------------------

        On July 15, 2005, Applied DNA Sciences, Inc. (the "Company") closed upon
the stock purchase  agreement (the "Agreement") with Biowell  Technology Inc., a
Taiwan corporation  ("Biowell") that was executed on January 28, 2005.  Pursuant
to the  Agreement,  the  Company,  through  its  wholly-owned  subsidiary,  APDN
(B.V.I.) Inc., a British Virgin Islands company,  acquired all of the issued and
outstanding shares of Rixflex Holdings Limited, a British Virgin Islands company
("Rixflex"). Pursuant to an asset purchase agreement, Biowell transferred all of
its  intellectual  property (the "Biowell  Technology")  to Rixflex prior to the
Company's  acquisition  of  Rixflex.  In  exchange  for  all of the  issued  and
outstanding  shares of  Rixflex,  we issued to the  shareholders  of  Rixflex 36
million shares of our common stock.

        The  Biowell  Technology  is  proprietary   DNA-embedded   biotechnology
solutions that protect corporate and intellectual  property from counterfeiting,
fraud,  piracy,  product  diversion  and  unauthorized  intrusion.  The  Biowell
Technology  offers a cost  effective  method to  detect,  deter,  interdict  and
prosecute global counterfeiting  organizations.  The Biowell Technology provides
proprietary  DNA-embedded   biotechnology  solutions  to  companies  to  protect
corporate and intellectual property from counterfeiting,  fraud, piracy, product
diversion and unauthorized intrusion.  The Biowell Technology uses synthetically
created  DNA  fragments  that  have  unique  characteristics  and  one-of-a-kind
sequences. Using various anti-counterfeit technologies, such as ink, microchips,
glue, paints and DNA-Holograms,  the Biowell Technology can authenticate the DNA
fragments  to ensure  that the product  has not been  counterfeited  or tampered
with.

        In connection with the closing, we terminated the license agreement that
we had  entered  into with  Biowell  in  October  2002,  under  which we had the
exclusive right to sell, market, and sub-license Biowell's technology within the
United States, the European Union, Canada,  Mexico,  Colombia,  Saudi Arabia and
the United Arab Emirates.

        In  connection  with the  closing,  the Company  entered  into a license
agreement with Biowell, whereby the Company granted Biowell an exclusive license
to sell,  market,  and  sub-license  the  Company's  products in selected  Asian
countries. The exclusive license for such selected territories is for an initial
period of until December 31, 2010, and if Biowell meets its  performance  goals,
the license  agreement will extend for an additional five year term. The license
agreement gives Biowell the initial rights to future anti-fraud  biotechnologies
developed by the Company and also new applications  for the existing  technology
that may be  developed  for the  marketplace  as long as the  license  agreement
remains in effect.  In the event that  Biowell  shall  sub-license  the products
within its territories,  Biowell shall pay the Company 50% of all fees, payments
or  consideration  or any kind  received  in  connection  with the  grant of the
sublicense.  Biowell is  required  to pay a royalty of 10% on all net sales made
and is  required  to meet  certain  minimum  annual  net  sales  in its  various
territories. The territories and minimum net sales are as follows:

<PAGE>
<TABLE>
<CAPTION>
- --------------------------- ---------------------------------------------------------------------------
COUNTRY                                              MINIMUM ANNUAL NET SALES
                                                           (US DOLLARS)
- --------------------------- -------------- -------------- --------------- -------------- --------------
                               YEAR 1         YEAR 2          YEAR 3          YEAR 4          YEAR 5
- --------------------------- -------------- -------------- --------------- -------------- --------------
<S>                         <C>            <C>            <C>             <C>            <C>
AUSTRALIA                   200,000        250,000        500,000         750,000        1,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
AFGHANISTAN                 ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
BANGLADESH                  ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
BHUTAN                      ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
BRUNEI                      ZERO           100,000        250,000         400,000        500,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
CAMBODIA                    ZERO           100,000        250,000         400,000        500,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
CHINA                       1,000,000      2,000,000      4,000,000       6,000,000      8,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
INDIA                       500,000        1,000,000      2,000,000       3,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
INDONESIA                   500,000        1,000,000      2,000,000       3,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
JAPAN                       500,000        1,000,000      2,000,000       3,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
KOREA                       250,000        500,000        1,000,000       2,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
LAOS                        ZERO           100,000        250,000         400,000        500,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
MALAYSIA                    ZERO           250,000        500,000         1,000,000      2,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
MYANMAR                     ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
PAKISTAN                    ZERO           100,000        250,000         400,000        500,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
PHILIPPINES                 100,000        250,000        500,000         750,000        1,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
SINGAPORE                   ZERO           100,000        250,000         400,000        500,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
SRI LANKA                   ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
TAIWAN                      250,000        500,000        1,000,000       2,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
THAILAND                    250,000        500,000        1,000,000       2,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
VIETNAM                     250,000        500,000        1,000,000       2,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
UAE                         ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------

<PAGE>

BAHRAIN                     ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
CYPRUS                      ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
IRAN                        ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
IRAQ                        ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
JORDAN                      ZERO           100,000        250,000         500,000        750,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
KUWAIT                      ZERO           100,000        250,000         500,000        750,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
LEBANON                     ZERO           25,000         50,000          100,000        100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
OMAN                        ZERO           100,000        250,000         500,000        750,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
QATAR                       ZERO           100,000        250,000         500,000        750,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
SAUDI ARABIA                ZERO           500,000        1,000,000       2,000,000      4,000,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
SYRIA                       ZERO           100,000        250,000         500,000        750,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
YEMEN                       ZERO           100,000        250,000         500,000        750,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
TOTAL                       3,800,000      9,625,000      19,800,000      33,600,000     52,100,000
- --------------------------- -------------- -------------- --------------- -------------- --------------
</TABLE>
        In  addition,  we  entered  into  a  consulting  agreement  with  Timpix
International  Limited  for the  consulting  services  of three  former  Biowell
employees, Jun-Jei Sheu, Ben Liang and Johnson Chen. The consulting agreement is
for the shorter of two years,  or until all of the  consultants  have obtained a
visa to work in the United  States and execute  employment  agreements  with the
Company.  Such  consulting  agreement  shall  automatically  renew  for one year
periods until  terminated.  Pursuant to the  consulting  agreement,  the Company
shall pay $47,000 per month,  which is  apportioned at $20,000 per month for Mr.
Sheu, $15,000 per month for Mr. Liang and $12,000 per month for Mr. Chen. In the
event  that  either of  Messrs.  Sheu,  Liang or Chen  becomes  employed  by the
Company, the monthly consulting fee shall be reduced accordingly.

Engagement of Trilogy Capital Partners, Inc.
- --------------------------------------------

        On June 20, 2005,  the Company  entered  into an agreement  with Trilogy
Capital Partners,  Inc. ("Trilogy") to provide marketing services to the Company
for a term of one year, and  terminable  thereafter by either party upon 30 days
prior written notice. In connection with the agreement, we agreed to pay Trilogy
a monthly  fee of  $12,500.  The  Company  also  issued to  Trilogy a warrant to
purchase 7.5 million shares of common stock at $0.55 per share,  exercisable for
a period of three  years  from  issuance.  The  warrant  contains  a  "cashless"
exercise  provision.  The shares  underlying the warrants  contain  registration
rights.  The holder has contractually  agreed to restrict its ability to convert
or exercise the  warrants  and receive  shares of our common stock such that the
number of shares of common  stock held by it after such  conversion  or exercise
does not exceed 5% of the then issued and outstanding shares of common stock.
<PAGE>
Item 4.02 Non-Reliance on Previously Issued Financial Statements

        In  connection  with the  Company's  comment  and  response  process  in
connection with the registration  statement on Form SB-2, the Company determined
there were errors in accounting for the valuation of equity  consulting  service
transactions  during the January  through March 2005 time period.  The valuation
resulted  in  the  overstatement  of  approximately  $2.9  million  in  services
provided. As a result, our financial statements included in our Quarterly Report
on Form 10-QSB for the  quarter  ended March 31, 2005 should no longer be relied
upon. The new financial statements which should be relied upon will be contained
in an amended  Form 10-QSB  filing to be filed by the Company by the end of July
2005.

Item 5.02 Departure of Directors or Principal Officers

        On July 15, 2005, Mr. Robin Hutchison,  our Chief Executive  Officer and
Chairman of the Board of  Directors,  resigned as an officer and director of the
Company. On July 15, 2005, the Board of Directors  unanimously appointed Jun-Jei
Sheu as a member of the Board of  Directors  to fill the vacancy  created by the
resignation of Mr. Hutchison and elected Mr. Sheu as Chairman of the Board.

        Dr.  Jun-Jei Sheu was the founder and President of Biowell  Technologies
Inc. There are no arrangements or understandings  between Mr. Sheu and any other
persons.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

         Not applicable.

(b)      Pro forma financial information.

         Pro forma financial information to be provided by amendment.

(c)      Exhibits.

Exhibit
Number                             Description
- --------------------------------------------------------------------------------

4.1         Warrant,  dated as of June  20,  2005,  issued  to  Trilogy  Capital
            Partners, Inc.

10.1        Stock Purchase  Amendment  Agreement,  dated as of July 12, 2005, by
            and between Applied DNA Sciences, Inc. and Biowell Technology, Inc.

10.2        License Agreement, dated as of July 12, 2005, by and between Applied
            DNA Sciences, Inc. and Biowell Technology, Inc.

10.3        Consulting  Agreement,  dated as of July 12,  2005,  by and  between
            Applied DNA Sciences, Inc. and Timpix International Limited

10.4        Letter of  Engagement,  dated as of June 20,  2005,  by and  between
            Applied DNA Sciences, Inc. and Trilogy Capital Partners, Inc.

99.1        Letter of Resignation from Rob Hutchison

<PAGE>
                                   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.


Date: July 21, 2005                              /s/ PETER BROCKELSBY
                                                 --------------------
                                                     Peter Brockelsby
                                                     President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>july2120058kex41.txt
<TEXT>

Exhibit 4.1


NEITHER  THESE  WARRANTS NOR THE COMMON STOCK  ISSUABLE  UPON  EXERCISE OF THESE
WARRANTS HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,  PLEDGED OR
TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH
SECURITIES  UNDER THE ACT OR  UNLESS AN  EXEMPTION  FROM  SUCH  REGISTRATION  IS
AVAILABLE.


7,500,000 Warrants                                                 June 20, 2005


                           APPLIED DNA SCIENCES, INC.

                                    WARRANTS



     Applied DNA Sciences, Inc., a Nevada corporation ("APDN"),  certifies that,
for value received,  Trilogy Capital Partners,  Inc. ("Trilogy"),  or registered
assigns (the  "Holder"),  is the owner of Seven  Million  Five Hundred  Thousand
(7,500,000) Warrants of APDN (the "Warrants").  Each Warrant entitles the Holder
to  purchase  from APDN at any time  prior to the  Expiration  Date (as  defined
below) one share of the common stock of APDN (the "Common  Stock") for $0.55 per
share (the "Exercise Price"), on the terms and conditions  hereinafter provided.
The  Exercise  Price and the number of shares of Common Stock  purchasable  upon
exercise  of  each  Warrant  are  subject  to  adjustment  as  provided  in this
Certificate.

1. Vesting; Expiration Date; Exercise

     1.1 Vesting.  The Warrants shall vest and become exercisable as of the date
of this Certificate.

     1.2  Expiration  Date.  The  Warrants  shall  expire on June 19,  2008 (the
"Expiration Date").

     1.3 Manner of Exercise. The Warrants are exercisable by delivery to APDN of
the following (the "Exercise  Documents"):  (a) this  Certificate  (b) a written
notice of election to exercise  the  Warrants;  and (c) payment of the  Exercise
Price in cash, by check or by "net" exercise as  contemplated  by Section 1.4 of
this Certificate. Within three business days following receipt of the foregoing,
APDN shall execute and deliver to the Holder:  (a) a certificate or certificates
representing  the  aggregate  number of shares of Common Stock  purchased by the
Holder,  and (b) if less than all of the Warrants  evidenced by this Certificate
are exercised, a new certificate evidencing the Warrants not so exercised.


<PAGE>

     1.4 Net Exercise.  In lieu of the payment  methods set forth in Section 1.3
above,  the  Holder may elect to  exchange  all or some of the  Warrant  for the
number of shares of Common Stock computed using the following formula:

          X = Y (A-B)
              -------
                 A

          Where X = the number of shares of Common Stock to be issued to Holder.

          Y = the  number  of  shares  of  Common  Stock  purchasable  under the
          Warrants   being   exchanged   (as   adjusted  to  the  date  of  such
          calculation).

          A = the Market  Price on the date of  receipt by APDN of the  exercise
          documents.

          B = the Exercise Price of the Warrants being exchanged (as adjusted in
          accordance with the terms of Section 2 hereof).

          The  "Market  Price" on any trading day shall be deemed to be the last
     reported  sale  price of the Common  Stock on such day,  or, in the case no
     such reported sales take place on such day, the last reported sale price on
     the preceding  trading day on which there was a last reported  sales price,
     as officially  reported by the principal  securities  exchange in which the
     shares of Common  Stock are listed or  admitted to trading or by the Nasdaq
     Stock  Market,  or if the Common Stock is not listed or admitted to trading
     on any national  securities  exchange or the Nasdaq Stock Market,  the last
     sale price,  or if there is no last sale price,  the closing bid price,  as
     furnished by the National Association of Securities Dealers,  Inc. (such as
     through the OTC Bulletin  Board) or a similar  organization or if Nasdaq is
     no  longer  reporting  such  information.  If the  Market  Price  cannot be
     determined  pursuant  to the  sentence  above,  the Market  Price  shall be
     determined in good faith (using customary  valuation  methods) by the Board
     of  Directors  of APDN  based  on the  information  best  available  to it,
     including recent arms-length sales of Common Stock to unaffiliated persons.

     The  Company  acknowledges  and agrees  that for  purposes  of sales by the
Holder of Warrant  Shares under Rule 144 under the  Securities  Act of 1933,  as
amended,  the holding  period for Warrant  Shares  received in a "net  exercise"
commences upon the date the Warrants were issued.

     1.5 Warrant  Exercise  Limitation.  Notwithstanding  any other provision of
this  Agreement,  if as of the date of exercise  APDN has a class of  securities
registered under Section 12 of the Securities  Exchange Act of 1934, as amended,
Holder  may not  exercise  Warrants  under  this  Section 1 to the  extent  that
immediately  following such exercise Holder would beneficially own 5% or more of
the outstanding  Common Stock of APDN. For this purpose, a representation of the
Holder that following such exercise it would not  beneficially own 5% or more of
the outstanding Common Stock of APDN shall be conclusive and binding upon APDN.

2. Adjustments of Exercise Price and Number and Kind of Conversion Shares

     2.1 In the event that APDN shall at any time  hereafter  (a) pay a dividend
in Common Stock or securities  convertible  into Common Stock;  (b) subdivide or
split its outstanding  Common Stock;  (c) combine its  outstanding  Common Stock

                                       2
<PAGE>
into a  smaller  number  of  shares;  then the  number  of  shares  to be issued
immediately after the occurrence of any such event shall be adjusted so that the
Holder thereafter may receive the number of shares of Common Stock it would have
owned  immediately  following  such  action  if it had  exercised  the  Warrants
immediately  prior to such  action and the  Exercise  Price shall be adjusted to
reflect such proportionate increases or decreases in the number of shares.

     2.2 In case of any  reclassification  of the  outstanding  shares of Common
Stock  (other  than a change  covered  by Section  2.1 hereof or a change  which
solely  affects  the par value of such  shares)  or in the case of any merger or
consolidation  or merger in which  APDN is not the  continuing  corporation  and
which  results  in  any  reclassification  or  capital   reorganization  of  the
outstanding  shares),  the  Holder  shall have the right  thereafter  (until the
Expiration  Date) to receive upon the exercise  hereof,  for the same  aggregate
Exercise Price payable  hereunder  immediately prior to such event, the kind and
amount of shares of stock or other  securities or property  receivable upon such
reclassification,  capital reorganization,  merger or consolidation, by a Holder
of the number of shares of Common  Stock  obtainable  upon the  exercise  of the
Warrants  immediately  prior to such  event;  and if any  reclassification  also
results in a change in shares covered by Section 2.1, then such adjustment shall
be made pursuant to both this Section 2.2 and Section 2.1 (without duplication).
The  provisions  of  this  Section  2.2  shall  similarly  apply  to  successive
reclassifications,  capital reorganizations and mergers or consolidations, sales
or other transfers.

3. Reservation of Shares. APDN shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock,  such number of shares of
Common  Stock  as shall  from  time to time be  issuable  upon  exercise  of the
Warrants.  If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to permit the exercise of the Warrants, APDN shall
promptly  seek  such  corporate  action  as may be  necessary  to  increase  its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

4. Certificate as to Adjustments. In each case of any adjustment in the Exercise
Price, or number or type of shares issuable upon exercise of these Warrants, the
Chief Financial Officer of APDN shall compute such adjustment in accordance with
the  terms of these  Warrants  and  prepare a  certificate  setting  forth  such
adjustment and showing in detail the facts upon which such  adjustment is based,
including a statement of the adjusted  Exercise Price.  APDN shall promptly send
(by  facsimile  and by either  first class mail,  postage  prepaid or  overnight
delivery) a copy of each such certificate to the Holder.

5. Loss or Mutilation.  Upon receipt of evidence reasonably satisfactory to APDN
of the  ownership of and the loss,  theft,  destruction  or  mutilation  of this
Certificate, and of indemnity reasonably satisfactory to it, and (in the case of
mutilation) upon surrender and cancellation of these Warrants, APDN will execute
and deliver in lieu thereof a new Certificate of like tenor as the lost, stolen,
destroyed or mutilated Certificate.

6.  Representations  and Warranties of APDN. APDN hereby represents and warrants
to Holder that:

     6.1 Due  Authorization.  All  corporate  action  on the part of  APDN,  its
officers,  directors  and  shareholders  necessary  for (a)  the  authorization,
execution and delivery of, and the performance of all obligations of APDN under,
these Warrants,  and (b) the authorization,  issuance,  reservation for issuance

                                       3
<PAGE>
and  delivery  of all of the  Common  Stock  issuable  upon  exercise  of  these
Warrants,  has been duly taken.  These  Warrants  constitute a valid and binding
obligation of APDN  enforceable in accordance with their terms,  subject,  as to
enforcement  of remedies,  to  applicable  bankruptcy,  insolvency,  moratorium,
reorganization  and similar laws affecting  creditors'  rights  generally and to
general equitable principles.

     6.2  Organization.  APDN is a corporation duly organized,  validly existing
and in good  standing  under  the  laws of the  State  referenced  in the  first
paragraph of this  Certificate  and has all  requisite  corporate  power to own,
lease  and  operate  its  property  and to carry on its  business  as now  being
conducted and as currently proposed to be conducted.

     6.3 Valid  Issuance  of Stock.  Any  shares of  Common  Stock  issued  upon
exercise  of these  Warrants  will be duly and  validly  issued,  fully paid and
non-assessable.

     6.4 Governmental Consents. All consents,  approvals, orders, authorizations
or  registrations,  qualifications,  declarations or filings with any federal or
state governmental authority on the part of APDN required in connection with the
consummation of the transactions contemplated herein have been obtained.

7.  Representations  and Warranties of Trilogy.  Trilogy  hereby  represents and
warrants to APDN that:

     7.1 Trilogy is acquiring the Warrants for its own account,  for  investment
purposes only.

     7.2 Trilogy  understands that an investment in the Warrants involves a high
degree of risk, and Trilogy has the financial  ability to bear the economic risk
of  this  investment  in  the  Warrants,  including  a  complete  loss  of  such
investment.  Trilogy has adequate means for providing for its current  financial
needs and has no need for liquidity with respect to this investment.

     7.3 Trilogy has such  knowledge  and  experience  in financial and business
matters that it is capable of  evaluating  the merits and risks of an investment
in the  Warrants and in  protecting  its own  interest in  connection  with this
transaction.

     7.4 Trilogy  understands  that the Warrants have not been registered  under
the Securities Act of 1933, as amended (the "Securities Act") or under any state
securities  laws.  Trilogy is familiar with the provisions of the Securities Act
and Rule 144 thereunder and understands that the restrictions on transfer on the
Warrants  may result in  Trilogy  being  required  to hold the  Warrants  for an
indefinite period of time.

     7.5 Trilogy agrees not to sell,  transfer,  assign, gift, create a security
interest   in,  or   otherwise   dispose  of,  with  or  without   consideration
(collectively,  "Transfer")  any of the Warrants except pursuant to an effective
registration   statement   under  the   Securities  Act  or  an  exemption  from
registration.  As a further condition to any such Transfer,  except in the event
that such Transfer is made pursuant to an effective registration statement under
the Securities Act, if in the reasonable opinion of counsel to APDN any Transfer
of the Warrants by the contemplated  transferee thereof would not be exempt from
the  registration  and prospectus  delivery  requirements of the Securities Act,
APDN may require the contemplated  transferee to furnish APDN with an investment
letter  setting  forth such  information  and  agreements  as may be  reasonably

                                       4
<PAGE>
requested by APDN to ensure  compliance by such  transferee  with the Securities
Act.

8. Notices of Record Date

             In the event:

     8.1 APDN shall take a record of the  holders of its Common  Stock (or other
stock or securities at the time receivable upon the exercise of these Warrants),
for the purpose of entitling them to receive any dividend or other distribution,
or any right to  subscribe  for or purchase  any shares of stock of any class or
any other securities or to receive any other right; or

     8.2  of  any   consolidation  or  merger  of  APDN  with  or  into  another
corporation,  any capital  reorganization of APDN, any  reclassification  of the
capital stock of APDN,  or any  conveyance  of all or  substantially  all of the
assets of APDN to another  corporation  in which  holders of APDN's stock are to
receive stock, securities or property of another corporation; or

     8.3 of any voluntary dissolution, liquidation or winding-up of APDN; or

     8.4 of any redemption or conversion of all outstanding Common Stock;

then, and in each such case,  APDN will mail or cause to be mailed to the Holder
a notice specifying, as the case may be, (a) the date on which a record is to be
taken for the purpose of such dividend,  distribution  or right, or (b) the date
on  which  such   reorganization,   reclassification,   consolidation,   merger,
conveyance, dissolution, liquidation, winding-up, redemption or conversion is to
take  place,  and the time,  if any is to be fixed,  as of which the  holders of
record  of  Common  Stock  (or  such  stock  or  securities  as at the  time are
receivable upon the exercise of these  Warrants),  shall be entitled to exchange
their shares of Common Stock (or such other stock or securities), for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, conveyance, dissolution, liquidation or winding-up. APDN
shall use all  reasonable  efforts to ensure such notice  shall be  delivered at
least 15 days prior to the date therein specified.

9. Registration Rights.

     9.1 Definitions.  For purposes of this Section 9, the following terms shall
have the meanings set forth below:

     9.1.1 A "Blackout Event" means any of the following:  (a) the possession by
APDN of material  information  that is not ripe for disclosure in a registration
statement or prospectus, as determined reasonably and in good faith by the Chief
Executive  Officer or the Board of Directors of APDN or that  disclosure of such
information in the Registration Statement or the prospectus  constituting a part
thereof would be materially  detrimental to the business and affairs of APDN; or
(b) any material  engagement or activity by APDN which would,  in the reasonable
and good  faith  determination  of the Chief  Executive  Officer or the Board of
Directors  of  APDN,  be  materially  adversely  affected  by  disclosure  in  a
registration statement or prospectus at such time.

     9.1.2  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended.

                                       5
<PAGE>
     9.1.3  "Included  Shares" shall mean any  Registrable  Shares included in a
Registration.

     9.1.4  "Registrable  Shares" shall mean the shares of Common Stock (or such
stock or  securities  as at the time are  receivable  upon the exercise of these
Warrants)  issuable upon exercise of the Warrants and any other  warrants and or
other  securities  issued to  Trilogy in  connection  with  performing  investor
relations  services  for APDN,  and shares or  securities  issued as a result of
stock split, stock dividend or reclassification of such shares.

     9.1.5  "Registration"  shall mean a  registration  of securities  under the
Securities Act pursuant to Section 9.2 or 9.3 of this Agreement.

     9.1.6 "Registration Period" with respect to any Registration  Statement the
period  commencing the effective date of the  Registration  Statement and ending
upon withdrawal or termination of the Registration Statement.

     9.1.7 "Registration  Statement" shall mean the registration  statement,  as
amended from time to time, filed with the SEC in connection with a Registration.

     9.1.8 "SEC" shall mean the Securities and Exchange Commission.

     9.2 Demand  Registration.  No later than the earlier to occur:  (i) 15 days
following the effectiveness of the Company's current  registration  statement on
Form SB-2 (File No.  333-122848) and (ii) September 19, 2005, APDN shall prepare
and file with the SEC a  Registration  Statement for the purpose of  registering
the sale of the  Registrable  Shares under the Securities Act, and shall use its
commercially  reasonable  efforts to cause the Registration  Statement to become
effective  within 60 days of the date of  filing.  Once  effective,  APDN  shall
prepare  and  file  with  the  SEC  such   amendments  and  supplements  to  the
Registration  Statement  and the  prospectus  forming a part  thereof  as may be
necessary to keep the Registration  Statement  effective until the earliest date
on which (a) all the  Included  Shares  have been  disposed  of  pursuant to the
Registration  Statement,  or (b) all of the Included  Shares then held by Holder
may be sold under the  provisions  of Rule 144 without  limitation as to volume,
whether pursuant to Rule 144(k) or otherwise.

     9.3 Piggyback Registration. Unless the Registrable Shares are then included
in a  Registration  Statement  or can be sold under the  provisions  of Rule 144
without  limitation as to volume,  whether pursuant to Rule 144(k) or otherwise,
if APDN shall  determine to register any Common Stock under the  Securities  Act
for sale in  connection  with a public  offering  of Common  Stock  (other  than
pursuant  to an  employee  benefit  plan or a  merger,  acquisition  or  similar
transaction),  APDN will give written  notice thereof to Holder and will include
in such  Registration  Statement any of the Registrable  Shares which Holder may
request be included ("Included Shares") by a writing delivered to APDN within 15
days after the notice given by APDN to Holder;  provided,  however,  that if the
offering  is  to  be  firmly   underwritten,   and  the  representative  of  the
underwriters of the offering refuse in writing to include in the offering all of
the  shares of Common  Stock  requested  by APDN and  others,  the  shares to be
included shall be allocated first to APDN and any shareholder who initiated such
Registration and then among the others based on the respective  number of shares
of Common Stock held by such persons. If APDN decides not to, and does not, file
a  Registration  Statement  with respect to such  Registration,  or after filing
determines  to withdraw the same before the effective  date  thereof,  APDN will

                                       6
<PAGE>
promptly  so inform  Holder,  and APDN will not be  obligated  to  complete  the
registration of the Included Shares included therein.

     9.4 Certain Covenants. In connection with any Registration:

        9.4.1  APDN  shall take all  lawful  action  such that the  Registration
Statement,  any amendment thereto and the prospectus forming a part thereof does
not contain an untrue  statement of a material  fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they are made, not misleading.  Upon
becoming  aware of the  occurrence  of any event or the  discovery  of any facts
during the  Registration  Period that make any statement of a material fact made
in the Registration  Statement or the related  prospectus untrue in any material
respect or which  material  fact is omitted from the  Registration  Statement or
related  prospectus that requires the making of any changes in the  Registration
Statement or related prospectus so that it will not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements therein, in light of the circumstances under which they are made, not
misleading (taking into account any prior amendments or supplements), APDN shall
promptly notify Holder,  and,  subject to the provisions of Section 9.5, as soon
as reasonably practicable prepare (but, subject to Section 9.5, in no event more
than five business  days in the case of a supplement  or seven  business days in
the case of a  post-effective  amendment)  and file with the SEC a supplement or
post-effective amendment to the Registration Statement or the related prospectus
or file any other  required  document  so that,  as  thereafter  delivered  to a
purchaser of Shares from  Holder,  such  prospectus  will not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading.

        9.4.2 At least three  business  days prior to the filing with the SEC of
the Registration  Statement (or any amendment thereto) or the prospectus forming
a part thereof (or any  supplement  thereto),  APDN shall  provide  draft copies
thereof to Holder and shall  consider  incorporating  into such  documents  such
comments as Holder (and its  counsel)  may propose to be  incorporated  therein.
Notwithstanding the foregoing,  no prospectus supplement,  the form of which has
previously been provided to Holder, need be delivered in draft form to Holder.

        9.4.3 APDN shall  promptly  notify Holder upon the  occurrence of any of
the following events in respect of the Registration  Statement or the prospectus
forming  a  part  thereof:  (a)  the  receipt  of  any  request  for  additional
information from the SEC or any other federal or state  governmental  authority,
the  response  to which would  require  any  amendments  or  supplements  to the
Registration Statement or related prospectus; (b) the issuance by the SEC or any
other federal or state  governmental  authority of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that  purpose;  or (c) the receipt of any  notification  with respect to the
suspension of the  qualification  or exemption from  qualification of any of the
Shares for sale in any  jurisdiction  or the  initiation or  threatening  of any
proceeding for such purpose.

        9.4.4 APDN shall  furnish to Holder with respect to the Included  Shares
registered under the Registration Statement (and to each underwriter, if any, of
such Shares) such number of copies of  prospectuses  and such other documents as
Holder may reasonably  request,  in order to facilitate the public sale or other
disposition  of all or any of the  Included  Shares  by Holder  pursuant  to the
Registration Statement.

                                       7
<PAGE>
        9.4.5 In connection with any registration  pursuant to Section 9.2, APDN
shall file or cause to be filed such  documents  as are  required to be filed by
APDN for normal Blue Sky  clearance  in states  specified  in writing by Holder;
provided,  however, that APDN shall not be required to qualify to do business or
consent to service  of  process  in any  jurisdiction  in which it is not now so
qualified or has not so consented.

        9.4.6  APDN shall bear and pay all  expenses  incurred  by it and Holder
(other than underwriting discounts,  brokerage fees and commissions and fees and
expenses of more than one law firm) in connection  with the  registration of the
Shares pursuant to the Registration Statement.

        9.4.7 APDN shall  require  each legal  opinion  and  accountant's  "cold
comfort" letter in connection with the  Registration,  if any, to be rendered to
Holder as well as APDN and/or its Board of Directors.

        9.4.8 As a condition to including  Registrable  Shares in a Registration
Statement,  Holder must provide to APDN such information  regarding itself,  the
Registrable  Shares held by it and the intended  method of  distribution of such
Shares as shall be required to effect the registration of the Registrable Shares
and, if the offering is being  underwritten,  Holder must provide such powers of
attorney,  indemnities and other documents as may be reasonably requested by the
managing underwriter.

        9.4.9 Following the  effectiveness of the Registration  Statement,  upon
receipt from APDN of a notice that the Registration Statement contains an untrue
statement of material  fact or omits to state any material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the  circumstances  under which they were made, Holder will immediately
discontinue   disposition  of  Included  Shares  pursuant  to  the  Registration
Statement until APDN notifies Holder that it may resume sales of Included Shares
and, if  necessary,  provides to Holder  copies of the  supplemental  or amended
prospectus.

     9.5 Blackout  Event.  APDN shall not be obligated to file a  post-effective
amendment  or  supplement  to  the  Registration  Statement  or  the  prospectus
constituting  a  part  thereof  during  the  continuance  of a  Blackout  Event;
provided,  however,  that no Blackout Event may be deemed to exist for more than
60 days.  Without the express written  consent of Holder,  if required to permit
the continued sale of Shares by Holder, a post-effective amendment or supplement
to Registration Statement or the prospectus  constituting a part thereof must be
filed no later than the 61st day following commencement of a Blackout Event.

     9.6 Rule 144.  With a view to making  available  to Holder the  benefits of
Rule  144,  APDN  agrees,  until  such  time as  Holder  can sell all  remaining
Registrable Shares under the provisions Rule 144(k), to:

        9.6.1.1 comply with the provisions of paragraph (c)(1) of Rule 144; and

        9.6.1.2  file  with the SEC in a timely  manner  all  reports  and other
documents required to be filed by APDN pursuant to Section 13 or 15(d) under the
Exchange Act; and, if at any time it is not required to file such reports but in

                                       8
<PAGE>
the past had  been  required  to or did file  such  reports,  it will,  upon the
request of a Purchaser,  make available other information as required by, and so
long as necessary to permit sales of its Shares pursuant to, Rule 144.

     9.7 APDN  Indemnification.  APDN  agrees  to  indemnify  and hold  harmless
Holder, and its officers,  directors and agents (including broker or underwriter
selling  Included  Shares for  Holder),  and each  person,  if any, who controls
Holder within the meaning of Section 15 of the  Securities  Act or Section 20 of
the  Exchange  Act from and  against  any and all  losses,  claims,  damages and
liabilities  caused by (a) any  violation  or alleged  violation  by APDN of the
Securities  Act,  Exchange  Act,  any  state  securities  laws  or any  rule  or
regulation  promulgated  under the  Securities  Act,  Exchange  Act or any state
securities  laws,  (b) any untrue  statement  or alleged  untrue  statement of a
material fact contained in any registration  statement or prospectus relating to
the Included Shares (as amended or supplemented if APDN shall have furnished any
amendments or supplements thereto) or any preliminary prospectus,  or (c) caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the  circumstances  under which they were made,  except insofar as such
losses,  claims,  damages or liabilities are caused by any such untrue statement
or omission or alleged  untrue  statement  or  omission  based upon  information
furnished in writing to APDN by Holder or on Holder's  behalf  expressly for use
therein.

     9.8 Holder  Indemnification.  Holder  agrees to indemnify and hold harmless
APDN, its officers,  directors and agents and each person,  if any, who controls
APDN within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing  indemnity  from APDN to
Holder,  but only with respect to information  furnished in writing by Holder or
on Holder's behalf expressly for use in any registration statement or prospectus
relating to the Registrable  Shares, or any amendment or supplement  thereto, or
any preliminary prospectus.

     9.9  Indemnification  Procedures.  In case any  proceeding  (including  any
governmental  investigation) shall be instituted involving any person in respect
of which  indemnity  may be sought  pursuant to this  Section 9, such person (an
"Indemnified  Party")  shall  promptly  notify  the  person  against  whom  such
indemnity  may  be  sought  (the  "Indemnifying   Party")  in  writing  and  the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to such Indemnified Party, and shall assume the
payment of all fees and expenses;  provided that the failure of any  Indemnified
Party so to notify the  Indemnifying  Party shall not  relieve the  Indemnifying
Party of its obligations  hereunder except to the extent (and only to the extent
that) that the  Indemnifying  Party is materially  prejudiced by such failure to
notify.  In any such proceeding,  any Indemnified  Party shall have the right to
retain its own counsel,  but the fees and  expenses of such counsel  shall be at
the expense of such Indemnified Party unless (a) the Indemnifying  Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(b) in the reasonable judgment of such Indemnified Party  representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the Indemnifying  Party
shall not, in connection with any proceeding or related  proceedings in the same
jurisdiction,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  (in addition to any local  counsel) at any time for
all  such  Indemnified  Parties  (including  in the case of  Holder,  all of its
officers, directors and controlling persons) and that all such fees and expenses
shall be reimbursed as they are incurred.  In the case of any such separate firm
for the Indemnified  Parties,  the Indemnified Parties shall designate such firm
in writing to the Indemnifying Party. The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent (which
consent shall not be unreasonably withheld or delayed), but if settled with such
consent,  or if there be a final  judgment for the plaintiff,  the  Indemnifying

                                       9
<PAGE>
Party shall  indemnify  and hold  harmless  such  Indemnified  Parties  from and
against any loss or  liability  (to the extent  stated  above) by reason of such
settlement or judgment.  No Indemnifying Party shall,  without the prior written
consent of the  Indemnified  Party,  effect  any  settlement  of any  pending or
threatened proceeding in respect of which any Indemnified Party is or could have
been a party and indemnity could have been sought  hereunder by such Indemnified
Party,  unless  such  settlement  includes  an  unconditional  release  of  such
Indemnified Party from all liability arising out of such proceeding.

     9.10  Contribution.  To the extent any  indemnification  by an Indemnifying
Party is prohibited or limited by law, the Indemnifying Party agrees to make the
maximum  contribution with respect to any amounts for which, he, she or it would
otherwise be liable under this Section 9 to the fullest extent permitted by law;
provided,  however,  that (a) no contribution shall be made under  circumstances
where a party would not have been liable for indemnification  under this Section
9  and  (b)  no  seller  of   Registrable   Securities   guilty  of   fraudulent
misrepresentation  (within  the  meaning  used in the  Securities  Act) shall be
entitled to  contribution  from any party who was not guilty of such  fraudulent
misrepresentation.

10.  Nontransferability.  Trilogy may not sell or transfer  any  Warrants to any
person other than a director, officer, employee, manager or affiliate of Trilogy
(or a person controlled by one or more directors,  officers, employees, managers
or  affiliates  of  Trilogy) or to a person or entity  that  assists  Trilogy in
providing  services to APDN pursuant to the Letter of Engagement  dated June 20,
2005 as the same may be amended from time to time, without the consent of APDN.

11.  Severability.  If any term,  provision,  covenant or  restriction  of these
Warrants is held by a court of  competent  jurisdiction  to be invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of these  Warrants shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

12. Notices. All notices,  requests,  consents and other communications required
hereunder  shall be in writing  and shall be  effective  when  delivered  or, if
delivered by registered  or certified  mail,  postage  prepaid,  return  receipt
requested,  shall be  effective  on the third day  following  deposit  in United
States mail: to the Holder, at Trilogy Capital Partners, Inc., 11726 San Vicente
Boulevard,  Suite 235, Los  Angeles,  CA 90049;  and if  addressed  to APDN,  at
Applied DNA Sciences, Inc., 9229 W. Sunset Boulevard, Suite 830, Los Angeles, CA
90069, or such other address as Holder or APDN may designate in writing.

13. No Rights as  Shareholder.  The Holder shall have no rights as a shareholder
of APDN with respect to the shares  issuable upon exercise of the Warrants until
the receipt by APDN of all of the Exercise Documents.

                                    Applied DNA Sciences, Inc.


                                    By:   /S/ Peter Brocklesby
                                          ----------------------------
                                          Peter Brocklesby, President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>july2120058kex101.txt
<TEXT>

Exhibit 10.1

                       STOCK PURCHASE AMENDMENT AGREEMENT
                       ----------------------------------

        THIS STOCK  PURCHASE  AMENDMENT  AGREEMENT,  dated as of July 12,  2005,
between BIOWELL TECHNOLOGY INC., a Taiwan corporation,  located at 18F, No. 959,
Chung Cheng Road,  Chungho City, Taipei County,  Taiwan 235, ROC (the "Company")
and APPLIED  DNA  SCIENCES,  INC.,  a Nevada  corporation,  located at 9229 West
Sunset Boulevard, Suite 830, Los Angeles, California, 90069 ("APDN"). Either one
or both is referred to as Party or Parties.

                                    RECITALS
                                    --------

        A.     The Company and APDN are parties to a Stock  Purchase  Agreement,
dated as of January 28, 2005 (the  "Purchase  Agreement"),  providing for, among
other  things,  the  acquisition  by APDN of all of the  Company's  intellectual
property used in, useful to or relating to the Business;  such acquisition to be
completed  through (i) a sale or other  transfer of such  intellectual  property
from the Company to a British  Virgin  Island (BVI)  company (the "BVI Sub") and
(ii) an acquisition of the stock of the BVI Sub by a wholly-owned BVI subsidiary
to be formed by APDN (the "APDN Sub" and together  with APDN,  the  "Buyers") on
the terms and subject to the  conditions  set forth in the  Purchase  Agreement.
Capitalized  terms used in this  Agreement but not otherwise  defined shall have
the respective meanings set forth in the Purchase Agreement.

        B.     Pursuant to that certain Asset  Purchase  Agreement,  dated as of
December 22, 2004,  (the "Asset  Purchase  Agreement")  the Company  transferred
certain of its assets and liabilities to Rixflex Holdings Limited, a corporation
formed under the laws of the British Virgin Islands ("Rixflex").

        C.     It has  been  determined  by  the  Company  and  APDN,  that  the
acquisition of the Purchased Assets  contemplated by the Purchase Agreement will
be  accomplished  by a merger of  Rixflex  with and into  APDN Sub  (hereinafter
referred to as "APDN BVI") (the "Merger").

        D.     The  parties  wish  to  amend  the  Purchase  Agreement  to  more
accurately  reflect the Merger and amend certain other  portions of the Purchase
Agreement  including,  but not limited to, the definition of Purchased Assets as
hereinafter provided.

               NOW,  THEREFORE,  in consideration of the premises and the mutual
promises herein contained, the parties agree as follows:

        1.     The following amendments are made to Section 1.1:

               (a)  The following definition is inserted into Section 1.1:

               "Confidential  Information"  means  all  information  treated  as
confidential,  non-public  information  by the Company or Rixflex  regarding  or
pertaining  to  the  Intellectual  Property,  the  Company's  methods  of  doing
business, its contemplated methods of doing business in the future, its past and
present,  and  future  research  and  development,  test  information,   product
information and service information, as well as customer and sales information."
<PAGE>
               (b) The  definition of "Know-how" is hereby  amended by inserting
(i) the words  "equipment  arrangements,"  after the words "trade  secrets," and
(ii) the words "provided,  however,  that except as set forth above with respect
to equipment arrangements," before the words "Know-how shall not include. . ."

   2.   Section 2.1 of the Purchase Agreement is amended and restated to read in
its entirety as follows:

     "Section  2.1 (a) At the  Closing  and  subject  to and upon the  terms and
conditions  of this  Agreement,  the Articles of Merger  required to be filed to
effect the Merger shall be filed with the  Registrar of Companies of the British
Virgin  Islands  pursuant  to the  applicable  provisions  of The  International
Business  Companies Act of the British Virgin  Islands ("BVI Law"),  and Rixflex
shall be merged with and into APDN BVI and the separate  corporate  existence of
Rixflex  shall cease and APDN BVI shall  continue as the  surviving  corporation
(the "Effective Time").  APDN BVI as the surviving  corporation after the Merger
is hereinafter sometimes referred to as the "Surviving Corporation."

     (b) At the Effective Time, the effect of the Merger shall be as provided in
this Agreement and the applicable  provisions of BVI Law.  Without  limiting the
generality of the foregoing, and subject thereto, at the Effective Time, all the
property,  rights,  privileges,  powers and  franchises  of Rixflex and APDN BVI
shall vest in the Surviving Corporation,  and all debts,  liabilities and duties
of Rixflex and APDN BVI shall  become the debts,  liabilities  and duties of the
Surviving  Corporation.   Notwithstanding   anything  contained  herein  to  the
contrary,  in exchange for the Merger  Consideration (as such term is defined in
Section 2.1(e)(i) below) the property, rights, privileges, powers and franchises
of Rixflex  shall be free and clear of all  Encumbrances  (except for  Permitted
Encumbrances).  Without limiting the effect of the foregoing, the Parties hereto
acknowledge  and agree that prior to the Closing all rights,  title and interest
of either of the  Sellers  in,  to and under all of the  following  items of the
Company (the "Purchased  Assets") shall have been sold or otherwise  transferred
to Rixflex from the Company and shall remain the property of Rixflex immediately
prior to the Effective Time:

        (i)    the Assumed Agreements;

        (ii)   To the extent  consented to by the other Party or Parties to such
agreements,   if  such   consent  is  required  by  the   governing   law,   all
confidentiality,  non-compete or nondisclosure  agreements  executed by vendors,
suppliers  or  employees  of the Company or other third  Parties,  in each case,
relating to the Purchased Assets;

        (iii)  originals  or  copies  of the  Company's  operating,  safety  and
maintenance  manuals,  engineering design plans,  blueprints and as-built plans,
specifications, procedures and similar items primarily relating to the Purchased
Assets;  and upon request,  all supplier lists relating  solely to the Purchased
Assets; and

        (iv)   all Intellectual  Property and Intellectual Property Rights owned
by, or licensed to, the Company related to the Business, together with the right
to sue and recover for past infringements or misappropriations  thereof, any and
all corresponding  rights that, now or hereafter,  may be secured throughout the
world and all copies and tangible embodiments of any such Intellectual Property.

                                       2
<PAGE>
        (c) At the Effective Time, the Memorandum and Articles of Association of
APDN BVI as in  effect  immediately  prior to the  Effective  Time  shall be the
Memorandum and Articles of Association of the Surviving Corporation.

        (d) At the Effective  Time, the directors and officers of APDN BVI shall
be the Directors and Officers of the Surviving Corporation.

        (e) At the  Effective  Time,  by virtue of the  Merger and  without  any
action  on the  part  of  Rixflex,  APDN  BVI or the  holders  of the  following
securities:


                        (i)  Each  share  of  Rixflex  issued  and   outstanding
                immediately  prior to the Effective  Time shall be cancelled and
                extinguished and converted and exchanged,  without any action on
                the part of the  holders  thereof,  into the  number of  validly
                issued,  fully paid and nonassessable shares of the common stock
                of APDN  ("APDN  Stock")  which  equal the  amount  obtained  by
                dividing thirty-six million (36,000,000) by the number of shares
                of  Rixflex  issued  and  outstanding  immediately  prior to the
                Effective Time ("Exchange  Ratio").  The APDN Stock is sometimes
                referred to herein as the "Merger Consideration." Subject to any
                restrictions   on  the  APDN  Stock  under  the  United   States
                Securities  laws,  such Merger  Consideration  shall be free and
                clear of all Encumbrances.

                        (ii)  The  APDN  Stock  to be  issued  pursuant  to this
                Section  2.1  shall  not  have  been  registered  and  shall  be
                characterized as "restricted securities" under the United States
                federal  securities laws, and under such laws such shares may be
                resold without registration under the Securities Act of 1933, as
                amended  (the  "Securities   Act"),   only  in  certain  limited
                circumstances.  Each  certificate  evidencing  APDN  Stock to be
                issued  pursuant to this  Section  2.1 shall bear the  following
                legend:

                        THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT
                BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND
                MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                DISPOSED  OF IN THE  ABSENCE  OF (I) AN  EFFECTIVE  REGISTRATION
                STATEMENT FOR SUCH SECURITIES  UNDER SAID ACT OR (II) AN OPINION
                OF COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

                        THESE SECURITIES WERE ISSUED IN AN OFFSHORE  TRANSACTION
                TO PERSONS WHO ARE NOT U.S.  PERSONS (AS DEFINED IN REGULATION S
                UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES
                ACT"))  PURSUANT  TO  REGULATION  S UNDER  THE  SECURITIES  ACT.
                ACCORDINGLY,  NONE OF THE  SECURITIES TO WHICH THIS  CERTIFICATE
                RELATES HAVE BEEN  REGISTERED  UNDER THE SECURITIES  ACT, OR ANY
                U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,  NONE MAY
                BE  OFFERED  OR  SOLD  IN THE  UNITED  STATES  OR,  DIRECTLY  OR
                INDIRECTLY,  TO U.S.  PERSONS (AS DEFINED IN  REGULATION S UNDER


                                       3
<PAGE>

                THE SECURITIES ACT) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
                STATEMENT OR PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION
                NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
                ACT AND IN EACH CASE ONLY IN ACCORDANCE  WITH  APPLICABLE  STATE
                SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
                SECURITIES  MAY NOT BE CONDUCTED  UNLESS IN ACCORDANCE  WITH THE
                1933 ACT.

                        (iii) Following the Closing,  the Surviving  Corporation
                shall, within sixty (60) days, deliver to each person, who prior
                to the Merger was the record and  beneficial  owner of shares of
                Rixflex,  in substitution  and exchange for such shares,  one or
                more certificates  evidencing the number of shares of APDN Stock
                that such person is entitled to receive in  accordance  with the
                terms of this Agreement."

        3.      Section 4.2(f) and 4.3(g) of the Purchase  Agreement are deleted
in their entirety.

        4.      Section 5.11 of the  Purchase  Agreement is amended and restated
to read in its entirety as follows:

               "Section  5.11.  Intellectual  Property.  "Intellectual  Property
Rights"  means all Patents,  trademarks,  trademark  applications,  trade names,
service  marks,  service mark  applications,  copyrights  (both  registered  and
unregistered,  the  "Copyrights"),  copyright  applications and trade secrets of
Rixflex assigned to it by the Company  pursuant to the Asset Purchase  Agreement
with respect to  Intellectual  Property  (as defined  below).  All  intellectual
property  (other  than with  respect to  "off-the-shelf"  or other  third  party
software  which is generally  commercially  available) of Rixflex which has been
assigned to it by the Company  pursuant to the Asset  Purchase  Agreement and is
used in the  conduct of the  Business as  presently  conducted  or as  presently
proposed  to be  conducted,  including,  computer  programs  and other  computer
software (including, without limitation, all source and object code, algorithms,
architecture,  structure,  display  screens,  layouts  and  development  tools),
inventions,  patents,  patent applications,  designs,  samples,  specifications,
schematics,  Know-how,  Confidential  Information,  trade  secrets,  proprietary
processes and formulae, and development tools, promotional materials, databases,
supplier  lists  and  marketing  research,   and  all  documentation  and  media
constituting,  describing  or  relating  to the  foregoing,  including,  without
limitation,  processes,  devices and  facilities  for  manufacturing  (including
sequencing,  imprinting and incorporating DNA),  stabilizing DNA,  encapsulating
DNA,  immobilizing DNA, purifying DNA, extracting DNA, detecting the presence of
DNA and any DNA sequence,  or fragment  thereof,  the subject of any experiment,
test,  work, or  investigation  undertaken by the Company,  and any DNA sequence
corresponding  to a sample of DNA,  isolated or  otherwise,  at any time stored,
secured or employed by the Company,  and all validation  and testing  procedures
related  thereto all  collectively  constitute the  "Intellectual  Property" for
purposes of this Agreement."

        5.      Sub-section 5.11(i) is hereby amended by inserting the following
sentence at the end of such sub-section:

                                       4
<PAGE>
               "The Intellectual  Property and the Intellectual  Property Rights
constitute all of the Intellectual  Property and Intellectual Property Rights of
the Sellers and/or Rixflex  existing as of the Closing,  and used in the conduct
of the Business as presently or as presently  conducted proposed to be conducted
whether fully developed or in the process of development."

        6.     Sub-section 5.11(l) is hereby amended to be Section 5.11(k),  and
a new  sub-section,  Section  5.11(l) is hereby  inserted  and shall read in its
entirety as follows:

               "(l)  Biological  Materials.  The Sellers  have not, at any time,
made any  deposit of any  biological  materials  related to the  Business in any
depository  of any type,  or  transferred  biological  materials  related to the
Business  to any third  party  outside of a  material  transfer  agreement  that
rigidly precludes further transfer of the same."

        7.     The following is added as subsection (b) under Section 7.2 of the
Purchase Agreement and the current Section 7.2(b) is amended to be 7.2(c):

               "Each of the Buyers agree to defend,  indemnify and hold harmless
each  of  the  Sellers,  and  their  respective,  managers,  members,  partners,
directors,  officers,  employees  and agents of each of the  foregoing  and each
person who controls any of them (Such  persons,  if receiving the benefit of the
indemnification  agreement  herein  shall also  collectively  be  referred to as
"Indemnified  Parties"  and  individually  as an  "Indemnified  Party") from and
against any Loss or Losses,  without regard to any  investigation  by any of the
Indemnified  Parties,  based upon,  arising out of, by reason of or otherwise in
respect of or in connection  with(i) any material breach of any  representation,
warranty,  covenant or agreement  made by either of the Buyers in this Agreement
or any agreement or instrument executed by either of the Buyers pursuant to this
Agreement, or (ii) any Seller Third Party claim as defined in Section 7.4.

        8.     Section 7.4 of the Purchase Agreement shall be made by adding the
words to the end of the current  Section  7.4,  "If any third party shall notify
any of the Sellers with  respect to any matters  alleging  facts that,  if true,
would  mean  that  either  of the  Buyers  has  breached  any of its  respective
representations,  warranties  or  covenants in this  Agreement (a "Seller  Third
Party Claim"), then the Company shall promptly notify APDN thereof in writing in
accordance with Section 7.5.

        9.     Section  9.3 of the  Purchase  Agreement  is hereby  amended  and
restated to read in its entirety as follows:

               "(d) it is a condition to the Closing that the Board of Directors
of APDN shall be  reconstituted  in a manner  satisfactory to the Company and in
connection  therewith,  the  Company  shall have the right to  approve  four (4)
members of the initial seven (7) members of the board of directors  that will be
in place immediately following the Closing;"


        10.    Section  11.6 of the  Purchase  Agreement  is hereby  amended  by
deleting the words "provided,  however, each of the Buyers shall be permitted to
assign the Agreement to an affiliate without the consent of the Sellers."

        11.    Section 7.3 is deleted in its entirety.

        12.    Section  11.10 of the  Purchase  Agreement  is hereby  amended by
deleting the words "Den Haag, Holland" and inserting "Honolulu,  Hawaii,  United
States" in their place.

                                       5
<PAGE>
        13.    The  Parties  acknowledge  and agree that the  references  in the
Purchase Agreement to the Employment Agreements shall be deemed to be references
to a Consulting Agreement to be entered into between the Company and APDN.

        14.    The  Parties  acknowledge  and  agree  that  as a  result  of the
modification  to the method in which the  Purchased  Assets  will be acquired by
APDN BVI (as more fully  described in Section 2.1 above),  (a) upon the delivery
of all  documentation  entered into between the Company and Rixflex  pursuant to
the Asset Purchase Agreement,  (b) the satisfactory  determination by the Buyers
and their  counsel  that the  transactions  contemplated  by the Asset  Purchase
Agreement were duly  authorized and are sufficient to sell,  assign and transfer
the  Purchased  Assets to Rixflex  and (c) the receipt by APDN BVI and APDN of a
representation  from each of Rixflex and the Company that such documents  remain
in effect and that  neither  the  documents  nor the  transactions  contemplated
thereby have been  amended or modified in any way,  then the delivery of certain
documents  required be delivered  to APDN BVI and/or APDN by the Company  and/or
Rixflex at the Closing to evidence the transfer of the Purchased  Assets to APDN
BVI, including the Intellectual  Property Assignment,  the Patent Assignment and
the Trademark Assignment, shall be waived by APDN and APDN BVI.

        15.    The  foregoing  amendments  shall not  affect  any other  term or
provision of the Purchase  Agreement  each of which,  as amended  hereby,  shall
continue in full force and effect and is hereby ratified, confirmed and approved
by the Parties.

        16.    This Amendment  Agreement  shall be construed and enforced in the
manner set forth in the Purchase  Agreement.  This  Amendment  Agreement  may be
executed and  delivered  (including  by facsimile  transmission)  in two or more
counterparts, and by the different Parties hereto in separate counterparts, each
of which, when executed and delivered, shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.




                            [Signature Page Follows]


                                       6
<PAGE>
               IN WITNESS  WHEREOF,  the Parties have  executed  this  Amendment
Agreement as of the day and year first above written.



                                            BIOWELL TECHNOLOGY INC.



                                            By:   /s/ JUN-JEI SHEU
                                                  ----------------
                                                  Name: Jun-Jei Sheu, Ph. D.
                                                  Title: Chairman & CEO


                                                  APPLIED DNA SCIENCES, INC.



                                            By:   /s/ ROB HUTCHISON
                                                  -----------------
                                                  Name: Rob Hutchison
                                                  Title: Chairman and CEO


                                            By:   /s/ PETER BROCKLESBY
                                                  --------------------
                                                  Name: Peter Brocklesby
                                                  Title: President



                                       7





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>jul2120058kex102.txt
<TEXT>


Exhibit 10.2

                          EXCLUSIVE LICENSING AGREEMENT

This Exclusive Licensing Agreement  ("Agreement") is made as of July 12, 2005 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"),  APDN (B.V.I.) Inc., a corporation duly
incorporated  under  the laws of the  British  Virgin  Islands,  with an  office
located at Nemours Chambers,  P.O. Box 3170, Road Town, Tortola,  British Virgin
Islands  ("Licensor")  and  Applied  DNA  Sciences,  Inc.,  a  corporation  duly
incorporated  under the laws of the State of  Nevada,  United  States of America
having its principal  office at 9229 West Sunset Blvd.,  Suite 830, Los Angeles,
California 90069, USA ("APDN"). RECITALS

     A. Pursuant to that certain Asset Purchase Agreement,  dated as of December
22, 2004, (the "Asset Purchase  Agreement"),  Biowell transferred certain of its
assets and liabilities to Rixflex Holdings Limited,  a corporation  formed under
the laws of the  British  Virgin  Islands,  the shares of which are owned by the
majority  existing  shareholders for the interests of all of the shareholders of
Biowell ("Rixflex").

     B. Biowell and APDN are parties to a Stock Purchase Agreement,  dated as of
January 28, 2005 (the "Purchase Agreement"),  providing for, among other things,
the  acquisition  by APDN of all of  Biowell's  intellectual  property  used in,
useful to or relating to the Business.

     C. The  acquisition of Biowell's  intellectual  property as contemplated by
the Purchase  Agreement  was  accomplished  by a merger of Rixflex with and into
Licensor, a wholly owned subsidiary of APDN (the "Merger").

     D.  Licensor (i) has acquired the  Intellectual  Property and  Intellectual
Property  Rights from Biowell as a result of the Merger and/or (ii) owns various
technologies,  proprietary knowledge,  patents,  patent applications,  marketing
rights  and  expertise   including,   without  limitation,   various  DNA  based
anti-counterfeiting technologies, (all collectively hereafter referred to as the
"Technology"). Licensor desires to exclusively license the right to manufacture,
market,  sell and sub-license the Technology,  Product  Materials,  and Licensed
Products (all as hereinafter  defined) to Biowell in the Biowell  Territory,  as
defined in Exhibit 1 attached.

     E. APDN desires to have and Biowell  hereby agrees to grant,  the perpetual
option to purchase  finished  Licensed Products and other Product Materials from
Biowell for resale and other  purposes.  Biowell agrees to supply these finished
Licensed  Products and other Product  Materials to APDN in  accordance  with the
terms of this Agreement.

     F. APDN may  choose  to build  lab(s)  at its own cost for the  purpose  of
manufacturing  APDN  Products  and  analyzing,  selling  and  testing  the  APDN
Products,  Technology and Product  Materials.  Biowell agrees during the term of
its license hereunder to fully support APDN,  provided that it is reimbursed for
all reasonable costs incurred by it in providing these support activities.

                                       1
<PAGE>


                                   DEFINITIONS

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

     "APDN  Products"  means  products  incorporating  the Technology or Product
Materials that are manufactured by APDN.

     "Agreement"  means this  agreement  including the Exhibits,  as they may be
amended from time to time.

     "Biowell  Territory"  means  the  territories   specified  as  the  Biowell
Territory in Exhibit 1.

     "Business"  means business of developing and  manufacturing  DNA markers to
protect corporate and intellectual property from counterfeiting,  fraud, piracy,
product diversion or unauthorized intrusion

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

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

         "Confidential Information" includes all information, whether written or
oral, in whatever form disclosed by the parties, 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, its
contemplated methods of doing business in the future, its past and present, and
future research and development, test information, product information and
service information, as well as customer and sales information, the Technology,
the Business Methods and Know-How.

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

                                       2
<PAGE>

     "Delivery  Date" means the date  specified by APDN or Biowell,  as the case
may be, in a Purchase Order on which a Licensed  Product or Product  Material is
required to be delivered  by Biowell to APDN or by APDN to Biowell,  as the case
may be.

     "Intellectual  Property" means the  intellectual  property (other than with
respect to  "off-the-shelf"  or other third party  software  which is  generally
commercially  available)  of Licensor and is used in the conduct of the Business
as  presently  conducted or as presently  proposed to be  conducted,  including,
computer programs and other computer software  (including,  without  limitation,
all  source  and  object  code,  algorithms,  architecture,  structure,  display
screens,   layouts  and  development   tools),   inventions,   patents,   patent
applications,   designs,   samples,   specifications,    schematics,   Know-how,
Confidential Information, trade secrets, proprietary processes and formulae, and
development tools, promotional materials,  databases,  customer lists, supplier,
vendor and dealer lists and marketing research,  and all documentation and media
constituting,  describing  or  relating  to the  foregoing,  including,  without
limitation,  processes,  devices and  facilities  for  manufacturing  (including
sequencing,  imprinting and incorporating DNA),  stabilizing DNA,  encapsulating
DNA,  immobilizing DNA, purifying DNA, extracting DNA, detecting the presence of
DNA and any DNA sequence,  or fragment  thereof,  the subject of any experiment,
test,  work,  or  investigation  undertaken  by  Licensor,  and any DNA sequence
corresponding  to a sample of DNA,  isolated or  otherwise,  at any time stored,
secured or employed  by  Licensor,  and all  validation  and testing  procedures
related thereto

     "Intellectual  Property  Rights" means all Patents,  trademarks,  trademark
applications, trade names, service marks, service mark applications,  copyrights
(both registered and unregistered, the "Copyrights"), copyright applications and
trade secrets of Licensor with respect to Intellectual Property.

     "Know-How"  means all  information  and materials owned by, or licensed to,
Licensor in  conducting  its  business,  including  any product  specifications,
technical knowledge,  expertise, skill, practice, inventions,  procedures, trade
secrets,  equipment  arrangements,  Confidential  Information,  and other  data,
market studies and all other experience and know-how,  in tangible or intangible
form, whether or not patented or patentable;  provided,  however, that except as
set forth  above with  respect to  equipment  arrangements,  Know-how  shall not
include (i) any plant, property,  equipment or employees,  and (ii) any items to
the extent that any applicable law prohibits their transfer.

     "Licensed Products" means products, as described in Exhibit 3 (which may be

                                       3
<PAGE>
amended from time to time), manufactured by Biowell incorporating the Technology
and/or Product Materials.

     "Net Sales" means Licensee's or any sub-licensee's total gross billings for
sales, leases, licenses or other dispositions of Technology,  Product Materials,
Licensed Products or APDN Products, as the case may be, to any party (including,
gross billings for sales or other dispositions thereof to Licensor, APDN and any
affiliate  thereof  notwithstanding  the fact that such sale or  disposition  is
outside of the Biowell Territory) which is not an affiliate,  less the following
deductions  where factually  applicable:  (a) discounts  (other than advertising
allowances, fees or commissions to salesmen or sales representatives),  credits,
rebates and other allowances allowed and taken; (b) transportation and insurance
charges  separately  billed to the  customer  or prepaid;  (c) special  outbound
packing separately billed to the customer or prepaid;  (d) sales, use, turnover,
and similar taxes and customs duties imposed upon and with specific reference to
the particular sales of Licensed Products, excluding income tax of Licensee; (e)
amounts refunded or credited for returned merchandise.

     "Product Materials" means any and all raw materials required to manufacture
the Licensed Products or APDN Products.

     "Purchase Order" means an order for Licensed Products that APDN submits and
Biowell  accepts or an order for APDN  Products  that  Biowell  Submits and APDN
accepts, as the case may be. All Purchase Orders will be gathered and controlled
by the terms of this Agreement  unless otherwise agreed to in writing by Biowell
and APDN, as the case may be.



                          1. Grant of Exclusive Right

1.1 Subject to the terms and  conditions  of this  Agreement  and for so long as
Biowell is in compliance with all of its obligations hereunder,  Licensor hereby
grants an exclusive  right for Biowell to: (a) use the  Technology in connection
with the manufacture of Licensed Products in the Biowell Territory; and (b) sell
the Licensed  Products  manufactured by Biowell or APDN Products  purchased from
APDN in the  Biowell  Territory;  and (c)  sub-license  the  Technology  for the
purpose of manufacturing  and selling Licensed Products in the Biowell Territory
(collectively,  "Exclusive License").  Except as provided for herein, no express
or  implied  licenses  of any  type for the  Technology,  Product  Materials  or
Licensed Products shall be granted to Biowell.

1.2 Biowell  acknowledges that the Technology is the sole and exclusive property
of Licensor,  subject to the license hereby granted.  If during the term of this
Agreement,  Biowell,  any  sub-licensee  (or any  employee,  consultant or agent
thereof) or APDN makes any improvements,  modifications, or alterations in or to

                                       4
<PAGE>
the  Technology,  the Licensed  Products,  the Product  Materials or the mode of
using same related to the business of developing and  manufacturing  DNA markers
to protect  corporate  and  intellectual  property from  counterfeiting,  fraud,
piracy,  product  diversion  or  unauthorized  intrusion  then such party  shall
communicate such  improvements,  modifications,  and alterations to the Licensor
and such party hereby  transfers and assigns to Licensor all right,  title,  and
interest in and to the  improvements,  modifications  and alterations,  and such
improvements,  modifications and alterations shall become the sole and exclusive
property of Licensor.  Any  technology  or  intellectual  property  developed or
acquired  by Biowell  that does not relate to the  business  of  developing  and
manufacturing  DNA markers to protect  corporate and intellectual  property from
counterfeiting, fraud, piracy, product diversion or unauthorized intrusion shall
be the sole and exclusive property of Biowell.

1.3 Licensor hereby agrees to exclusively  license to Biowell within the Biowell
Territory any new  improvements,  modifications or alterations owned by Licensor
or APDN  related  to the  Technology,  the  Product  Materials  or the  Licensed
Products  in  this  Agreement   (related  to  the  business  of  developing  and
manufacturing  DNA markers to protect  corporate and intellectual  property from
counterfeiting,  fraud,  piracy,  product  diversion or unauthorized  intrusion)
subject to the Parties' negotiations on terms and conditions mutually agreed on.

1.4 In order  to  maintain  the  exclusivity  of  rights  granted  to it in this
Agreement,  for each specific  territory within the Biowell  Territory,  Biowell
shall make  Royalty  payments to Licensor as set forth in Section 3.1 below.  In
each  annual  period  Biowell  shall  achieve  the Net  Sales  targets  for each
territory  within  the  Biowell  Territory  as set  forth in  Exhibit  1 of this
Agreement.  Any sales of  Licensed  Products or APDN  Products  or any  products
utilizing the Product  Materials or  Technology  made by directly by Licensor or
APDN within the Biowell  Territory  shall count  towards the Biowell's Net Sales
target for such  territory  and Biowell shall not be required to pay any Royalty
(as defined  below)  payments to Licensor for any such sales.  For sales made by
APDN into the Biowell Territory,  APDN shall pay Biowell a Royalty equivalent to
ten percent (10.0%) of its Net Sales  (calculated by using the definition of Net
Sales set forth in this  Agreement).  Subject to Section  1.6, Net Sales must be
met  in  each  territory  and  payment  of the  required  Royalty  shall  not be
considered sufficient consideration for the retention of rights of exclusivity.

1.5. On each  Payment  Date (as  defined in Section  3.2 below),  whether or not
payment is received by Licensor on such Payment  Date,  or as  otherwise  may be
agreed per  territory in writing  between the  parties,  and for as long as this
Agreement remains in effect, Licensor and Biowell shall review Net Sales. In the

                                       5
<PAGE>
event Biowell fails to meet its Net Sales obligations for any specific territory
within  the  Biowell  Territory,  Licensor  reserves  the  right,  at  its  sole
discretion as deemed reasonable under the circumstances, to:

     (i) If Biowell fails to attain its Net Sales target in a specific territory
in any one  (1)  year  period,  Licensor  may  immediately  terminate  Biowell's
exclusive rights as a licensee in such territory; and

     (ii) If  Biowell  fails  to  attain  its Net  Sales  target  in a  specific
territory for two (2) consecutive years, Licensor may terminate all of Biowell's
rights  as a  licensee  granted  under  this  Agreement  with  respect  to  such
territory.

1.6.  Licensor  shall  not  terminate  or limit  Biowell's  rights,  except  for
non-performance  of its  obligations  under  this  Agreement,  and as  otherwise
provided  in this  Agreement.  In the event  Biowell is  notified  in writing by
Licensor of the  non-performance  of its obligations under this Agreement at any
time  during the period  that this  Agreement  is in  effect,  Biowell  shall be
allowed  a cure  period  of  sixty  (60)  Business  Days  in  which  to  address
non-performance  and to implement a remedy  reasonably  acceptable  to Licensor;
provided,  that,  in the event  that such  non-performance  is with  respect  to
payment of Royalties under this Agreement,  such cure period shall be reduced to
thirty (30) Business Days. 1.7 Subject to the  requirements set forth in Section
1.4, under no circumstances  will (i) APDN or any affiliate  thereof or (ii) any
sub-licensee  approved  by  Licensor  for a  territory  outside  of the  Biowell
Territory or any affiliate thereof, market or sell in the Biowell Territory: (1)
any Licensed  Products,  APDN  Products,  or any products  utilizing the Product
Materials or Technology;  (2) any of its products that are competitive  with the
Licensed  Products,  (3) products  bearing its name from third  parties that are
competitive with the Licensed  Products or (4) products packaged or sold under a
private label that are competitive with the Licensed Products;  provided,  that,
it will not be  considered a violation of the terms of this a Agreement in those
cases where APDN,  its  sub-licensee,  or  affiliates  of either,  enter into an
agreement with any multinational  corporation or other organization (or a parent
or affiliate  thereof)  headquartered  outside of the Biowell  Territory for the
sale, lease or license of Technology,  Product  Materials,  Licensed Products or
APDN Products and such Technology,  Product Materials, Licensed Products or APDN
Products are subsequently  transported into or used in the Biowell  Territory by
such corporation or organization.

1.8 Under no circumstances will (i) Biowell or any affiliate thereof or (ii) any
sub-licensee  approved by Licensor for a territory within the Biowell  Territory
or any affiliate  thereof,  market or sell:  (1) products  bearing its name from

                                       6
<PAGE>
third parties that are  competitive  with the Licensed  Products or (2) products
packaged or sold under a private  label that are  competitive  with the Licensed
Products;  provided, that, it will not be considered a violation of the terms of
this Agreement in those cases where Biowell,  its  sub-licensee  or affiliate of
either,   enters  into  an  agreement  with  a   multinational   corporation  or
organization  (or a parent or affiliate  thereof)  headquartered  in the Biowell
Territory  for the sale,  lease or license  of  Technology,  Product  Materials,
Licensed  Products or APDN  Products  and such  Technology,  Product  Materials,
Licensed Products or APDN Products are subsequently  transported  outside of the
Biowell Territory by such corporation or organization.  Biowell shall pay APDN a
Royalty  of ten  percent  (10.0%)  of its Net Sales  from all sales of  Licensed
Products, APDN Products or Product Materials made by Biowell or any sub-licensee
of Biowell outside of the Biowell Territory

1.9  Each  party  shall  provide  reasonable   telephonic  and  electronic  mail
("e-mail")  support  to each  other  party on an as needed  basis,  during  such
party's  regular  business  hours.  Upon  execution of this Agreement each party
shall appoint a liaison to  communicate  with each other party,  and the parties
shall funnel their  inquiries  through such appointed  liaison so as to minimize
any  disruption  to the staff of each other party.  Each party agrees to provide
each other  party  with  timely  written  notification  containing  the name and
contact  information for such liaison and when  applicable,  specific details of
problems to enable such other party to diagnose such problems.

1.10 APDN may build a lab(s) at its own cost for the  purpose of  manufacturing,
selling,  analyzing,  and testing the  Technology,  Product  Materials  and APDN
Products.  During the Initial Term and the Second Term,  Biowell agrees to fully
support  APDN in  these  activities.  It  will  provide  professional  guidance,
technical  support,   engineering  designs,   plans,  and  all  other  pertinent
documentation and information  related to Biowell's  facilities,  products,  and
operations  together with training,  manuals,  budgets,  cost data and all other
relevant  disclosures.  APDN will  reimburse  Biowell for all costs  incurred by
Biowell in providing these support activities.

                                     2. Term

2.1  Unless  terminated  in  accordance  with the  terms of this  Agreement  and
provided Biowell meets the performance requirements set forth on Exhibit 1, this
Agreement  shall be effective as of the date of execution of this  Agreement and
shall  remain  in  effect  for the  remainder  of the year 2005 and the five (5)
calendar  year period  thereafter  ("Initial  Term").  In the event that Biowell
meets the performance  requirements set forth on Exhibit 1, this Agreement shall
be  automatically  renewed  for an  additional  five (5)  calendar  year  period

                                       7
<PAGE>
following the Initial Term ("Second  Term").  Upon the  expiration of the Second
Term and if Biowell so requests, the Licensor shall negotiate in good faith with
Biowell for further  renewal of this  Agreement  or entering  into a new license
agreement under reasonable commercial terms and conditions.

2.2 In the event of circumvention of this Agreement by a party hereto,  directly
or indirectly;  the  circumvented  party shall be entitled to a monetary payment
equal to the maximum  benefit it should have realized  from such a  transaction,
plus any and all  expenses  including  but not  limited  to all legal  costs and
expenses incurred to recover the lost revenue.

2.3 In the event of termination not attributable to Biowell,  APDN will have the
responsibility  to continue to honor this  Agreement  with Biowell in respect of
assisting  Biowell to fulfill  any  outstanding  agreements  with  Customers  of
Biowell.

                              3. Price and Payment

3.1 In consideration of the license granted to Biowell herein, Biowell shall pay
Licensor a royalty  ("Royalty" or "Royalties") equal to ten (10%) percent of the
Net Sales of the  Licensee  for orders  received  by it  subsequent  to the date
hereof. For the purpose of computing  Royalties,  (i) sales shall be regarded as
made when payments are due under Biowell's normal commercial terms of sale, (ii)
sales by a sub-licensee of Biowell shall be deemed sales by Biowell, (iii) sales
in currencies  other than U.S. dollars shall be converted to U.S. dollars at the
foreign  official  conversion  rate  effective  when payment is due and (iv) any
sales for a  financial  consideration  other than  currency  shall be subject to
prior approval of Licensor for consideration acceptable to Licensor.

3.2  Royalties  shall be paid by Biowell to  Licensor  on a  semi-annual  basis,
within  thirty (30) days after the end of such six (6) month  period  during the
Initial term and Second Term; provided,  that, with respect to the first payment
of Royalties  hereunder,  payment shall be made on or prior to January 30, 2006,
based upon Net Sales during the period  commencing on the date hereof and ending
on December  31,  2005.  Commencing  in  January,  2006 and for each year of the
Initial Term and the Second Term (and any additional extensions),  Biowell shall
pay  Royalties  to  Licensor  on or before  July 30 and January 30 of each year,
based upon Net Sales from the preceding  six (6) month period (each,  a "Payment
Date").

3.3 Royalty payments shall be made to Licensor at its offices at the address set
forth above, or by wire transfer of immediately  available funds to such banking
institution  as Licensor  may direct from time to time,  in legal  tender of the
United States of America.

3.4 In addition to any other remedy  available to the  Licensor,  if any payment
due under this Agreement is delayed for reasons solely  attributable to Biowell,
interest shall accrue and be payable, to the extent legally enforceable, on such

                                       8
<PAGE>
unpaid  amounts from and after the date on which the same was due at the rate of
one and one half percent (1.5%) per month or any portion thereof. The obligation
of Biowell to pay any amounts due hereunder  shall be absolute,  notwithstanding
any claim which Biowell may assert against Licensor.  Biowell shall not have the
right  to set  off,  compensate,  or  make  any  deduction  from  such  payments
whatsoever.

3.5 Together with payment of the Royalties,  during the Term of this  Agreement,
Biowell  agrees to submit  written  reports to  Licensor  stating,  in each such
report,  (i) the total sales for the Biowell Territory and each territory within
the Biowell Territory,  by Biowell and all sub-licensees of Technology,  Product
Materials,  Licensed  Products and APDN  Products for the previous six (6) month
period,  (ii)  the  total  adjustments  to such  sales  in  connection  with the
determination  of Net Sales for the Biowell  Territory and each territory within
the Biowell Territory,  and (iii) the Royalty due thereon. In addition,  Biowell
shall  deliver a written  report to Licensor  within  ninety (90) days after the
date of termination of this  Agreement,  stating in such report the  information
stated  above that was not  previously  reported to Licensor and the Royalty due
thereon, and shall accompany such report with payment of the amount of Royalties
shown to be due therein.

3.6 Biowell  agrees to keep,  for at least three (3) years after  expiration  or
termination of this Agreement, full and accurate books of account and records on
Biowell's  and  all  sub-licensee's  sales  of  Technology,  Product  Materials,
Licensed  Products and APDN Products.  Biowell also agrees to permit Licensor or
its authorized representative, upon at least ten (10) days prior written notice,
to conduct  reasonable  audits of Biowell's  books,  records and  inventories to
verify Biowell's  performance,  the total sales of Biowell and all sub-licensees
from Technology,  Product  Materials,  Licensed Products and APDN Products,  the
total  adjustments  to such sales in connection  with the  determination  of Net
Sales, the Royalty due thereon and the reports due under this Agreement.  Unless
otherwise  agreed by the parties,  such audits shall occur only during  business
hours at the offices of Biowell,  dusirng the term of this  Agreement and during
the three (3) years immediately  following the expiration or termination of this
Agreement,  and in no event  exceed  two (2)  times  per  year.  If any audit of
Biowell's or any  sub-licensee's  books and records shows a discrepancy  of more
than five percent (5.0%) from payments and/or reports to Licensor,  Biowell will
in addition  to payment of any unpaid  amounts  due as  disclosed  by the audit,
immediately  reimburse  Licensor  for the cost of the audit.  A final  audit may
occur once during the year immediately  succeeding  expiration or termination of
this Agreement. Any information provided to Licensor or its accountants pursuant

                                       9
<PAGE>
hereto shall be treated as  Confidential  Information  (hereinafter  defined) of
Biowell to be used only for the purpose of the  examination  in accordance  with
this Agreement and shall not be otherwise disclosed.

                             4. Biowell Obligations

4.1 Biowell will source, solicit, and attract potential Customers in the Biowell
Territory for purchasing Licensed Products manufactured by Biowell using Product
Materials and APDN Products purchased directly from APDN. Biowell shall promote,
market,  sell and  sub-license the use of the Technology and the manufacture and
sale of the Licensed  Products and the APDN Products in the Biowell Territory to
potential  Customers.  Biowell shall not bind Licensor or APDN to any express or
implied legal obligation with any third parties,  including Biowell's Customers,
while  Biowell  is  performing  this   Agreement.   Biowell  shall  perform  its
obligations under this Agreement on its own behalf as an independent  contractor
and not as an agent or representative of APDN or Licensor.

4.2 Biowell will, at its expense or at the expense of its Customers, perform any
and all  post-sale  servicing of any type for its  Customers.  APDN shall not be
obligated  to perform any support  services to Biowell's  Customers  unless both
parties  agree  otherwise in writing,  and for which  services APDN shall charge
Biowell at cost plus ten percent (10.0%) and vice versa..

4.3 If any dispute arises in the Biowell Territory under this Agreement, Biowell
will use its best  efforts to limit the  potential  damages to APDN and Licensor
that could be caused by the  dispute.  Further,  Biowell  will  inform  APDN and
Licensor  without  undue  delay of the nature of the dispute and comply with all
reasonable directions of Licensor in relation thereto.

4.4 Biowell  shall have the right to  sub-license  in the Biowell  Territory  in
accordance with this Section 4.4. Specifically,  Biowell shall have the right to
authorize  any third party to receive or utilize any benefit  derived by Biowell
under this Agreement.  Each such authorization or sub-licensing must be approved
by  Licensor,   which  approval  will  not  be  unreasonably  withheld  and  the
sub-licensing  agreement  must  be  co-signed  by  Licensor.   Pursuant  to  the
sub-licensing  agreement,  a new sub-licensee  shall comply in all respects with
the same  restrictions  placed on Biowell by  Licensor  in this  Agreement.  For
purposes of this Agreement,  if Licensor consents to a sub-license,  Biowell and
sub-licensee  shall be referred to as  "Biowell".  In addition to the  Royalties
paid to Licensor hereunder, promptly upon its receipt thereof, Biowell shall pay
Licensor  fifty  (50.0%)  of any fees,  payments  or  consideration  of any kind
received by Biowell in connection with the grant of a sublicense.

4.5 Biowell  shall have the right to sell in any  unlicensed  territory on a per
sale basis upon its receipt,  prior to any sale, of written  authorization  from
Licensor.  If an  opportunity  arises in a  territory  not  presently  licensed,

                                       10
<PAGE>
Biowell will seek such authorization,  and if granted,  Biowell will be required
to pay a Royalty to Licensor for Licensed Products sold in such territory in the
manner set forth herein. 5. Indemnity

5.1 Indemnity against any Third Party Claims. Subject to Article 13 hereof, 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;  provided,  that
failure to give such  notice  shall not relieve  the  Indemnifying  Party of its
obligations  hereunder,  except  to  the  extent  such  failure  prejudices  the
Indemnifying Party's defense thereof. Indemnifying Party shall have sole control
of the  defense and of all  negotiations  for  settlement  of such  action.  The
Indemnifying  Party  shall be  permitted  to enter into a  settlement  hereunder
without the prior  written  consent of the  Indemnity  Party  provided  that the
settlement  does not result in any  attribution of fault or create any liability
or obligation on the part of the Indemnity  Party and the Indemnity  Party shall
not  enter  into  any  settlement  without  the  prior  written  consent  of the
Indemnifying Party. Nothing herein shall limit,  diminish or otherwise affect in
any way the indemnifications  made by the parties pursuant to the Asset Purchase
Agreement dated January 28, 2005 and all documents related thereto.


               6. Product & Product Materials Ordering Procedure,

                          Change Orders, & Cancellation

6.1  Agreement  to Sell.  Biowell,  within  the  limitations  contained  in this
Agreement,  shall sell to APDN or other  purchaser  licensed by  Licensor,  such
quantities of Licensed  Product and other Product  Materials as either may order
in accordance herewith.

6.2  Purchase  Orders.  For as long as  Biowell  remains  a source  of  Licensed
Products and Product Materials,  purchases thereof shall be initiated by written
or  electronically  dispatched  Purchase Orders  referencing  the quantity,  the
Licensed Product, applicable price, shipping instructions and requested Delivery
Dates.  All  Purchase  Orders for Products and other  Product  Materials  placed
hereunder shall be governed by the terms and conditions of this Agreement unless

                                       11
<PAGE>
different terms and conditions of the Purchase Order are accepted by Biowell and
acknowledged  in writing.  Biowell will use  commercially  reasonble  efforts to
accept  each  Purchase  Order  issued  by APDN or other  purchaser  licensed  by
Licensor. Biowell will ship all Licensed Product or Product Materials within the
"Lead Time" agreed to by the parties prior to the  execution of this  Agreement,
unless the Purchase Order specifically states a delivery schedule different from
such Lead Time and such  delivery  schedule  is  accepted in writing by Biowell.
Biowell  shall  sell to APDN,  or other  purchaser  licensed  by  Licensor,  all
Licensed Products and Product Materials at a price equal to the lowest price and
on the best terms,  including  cash  discounts for early  payment,  or any other
discounts, credits or financial incentives then offered by it to any third party
with respect to the sale of a Licensed  Product or other  Product  Material.  If
Licensed  Products or Product  Materials  are sold to any third party at a price
that is less than the price then being  charged to APDN and/or  other  purchaser
licensed  by  Licensor,  then such party,  on a going  forward  basis,  shall be
entitled to (i)  purchase  any  Licensed  Products or Product  Materials at such
lower  price  until  such time as Biowell is no longer  offering  such  Licensed
Products or Product  Materials at such lower price and (ii) if APDN or any other
purchaser  licensed by APDN purchased any Licensed Products or Product Materials
during the period when  Biiowell was charging  such lower price,  Biowell  shall
promptly refund or credit to such party the difference  between the higher price
and the lower price.

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

6.4 Confirmation.  Within seven (7) calendar days of its receipt of the Purchase
Order,  Biowell  will use its  commercially  reasonable  efforts to send written
notice    of    acceptance    or    rejection    of    the    Purchase     Order
("Confirmation/Rejection").

6.5 Delivery  Terms.  All Licensed  Products  delivered by Biowell  shall be FOB
(Taipei, Taiwan, ROC) or other place of shipment as specified in writing by APDN
or other  purchaser  licensed by Licensor and agreed to by Biowell.  Biowell may
ship partial orders provided  Biowell  notifies APDN or such other purchaser and
both agree prior to shipment.  The Purchase  Order shall  specify the carrier or
means  of  transportation  or  routing,   and  Biowell  will  comply  with  such

                                       12
<PAGE>
instructions. If the order fails to provide shipping instructions, Biowell shall
select the best available carrier, on a commercially reasonable basis.

6.6 Change Orders and  Rescheduling.  Any modification to a Purchase Order shall
be made in writing by an authorized  representative  of APDN or other  purchaser
licensed by Licensor,  as the case may be ("Change Order"), and sent to Biowell,
and such Change Order shall be subject to  acceptance or rejection in writing by
Biowell  within seven (7) calendar days of its receipt  thereof and shall not be
binding until such  acceptance.  6.7 APDN agrees to  reciprocate  to Biowell all
terms and  conditions  set  forth in this  entire  Section  6 in the event  that
Biowell or its sub-licensee desires to purchase APDN Products.

                      7. Non-competition & Non-solicitation

7.1 During the term of this Agreement,  neither APDN, Licensor,  or any of their
affiliates shall solicit Customers in the Biowell Territory.  APDN,  Licensor or
any of their affiliates shall use  commercially  reasonable  efforts to promptly
refer any entity to Biowell that is interested in Licensed Products, Technology,
Product Materials, or APDN Products using or transporting the Licensed Products,
Technology,  Product  Materials  or APDN  Products  into the Biowell  Territory.
During  the term of this  Agreement,  Biowell  and its  sub-licensees  shall not
solicit  Customers  outside of the Biowell  Territory and shall use commercially
reasonable  efforts to promptly  refer any entity to APDN that is  interested in
Licensed  Products,  Technology,  Product  Materials,  or APDN Products using or
transporting  the  Licensed  Products,  Technology,  Product  Materials  or APDN
Products into the APDN Territory.

7.2 During the term of this Agreement,  each of Biowell, Licensor and APDN 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 applicable  party any such
person.

7.3 During the term of this Agreement,  each of Biowell, Licensor and APDN shall
not, directly or indirectly (including without limitation, through any affiliate
of either  party) (i) solicit any  existing  customer of the other  party,  (ii)
intentionally  attempt to limit or  interfere  with any  business  agreement  or

                                       13
<PAGE>
relationship  existing between either party and/or its affiliates with any third
party;  or (iii)  disparage  the business  reputation of the other party (or its
management  team) or (iv) take any actions that are harmful to the other party's
goodwill with its customers,  providers,  vendors,  employees,  the media or the
public,  or (v) sell any product that is competitive with the Licensed  Products
or the APDN Products or engage directly or indirectly in the conduct of business
with any company  considered by the parties  hereto to be  competitive  with the
business as set forth in this Agreement.

7.4 During the two (2) year  period  following  termination  of this  Agreement,
Biowell shall not, directly or indirectly (including without limitation, through
any  affiliate),  solicit any entity that shall have been a customer,  supplier,
consultant,  development or joint venture partner of APDN at any time within two
(2) years prior to  terminating  this Agreement to cease doing business in whole
or in part with  Licensor  or APDN,  as the case may be, nor may  Biowell or any
affiliate do business,  directly or indirectly,  with any such party during such
two (2) year period.

                               8. Confidentiality

8.1 Biowell  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

8.2 Biowell shall prevent the unauthorized publication or disclosure of any such
Confidential  Information,  materials or  documents  and ensure that any person,
subject to the written approval of Licensor, 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.  Biowell  shall ensure that its
directors, shareholders, employees, consultants, agents or advisors are aware of
and comply with the confidentiality and non-disclosure  provisions  contained in
this Section and shall  indemnify  Licensor and APDN as the case may be, against
any loss or damage  which  Licensor and APDN may sustain or incur as a result of
any  breach  of the  terms  hereof  by  Biowell,  its  directors,  shareholders,
employees, consultants, agents or advisors.


8.3 Licensor and APDN agree to  reciprocate  to Biowell all terms and conditions
of Confidentiality as set forth in this Agreement.


                            9. Reservation of Rights

9.1      Biowell shall be permitted to:

     (i) make  modifications or additions to the Technology,  Product Materials,
and  Licensed  Products  in respect to any  designs  and such  modifications  or
additions  will  be  considered  an  improvement  to  such  Technology,  Product
Materials or Licensed  Products,  and such  modification  and additions shall be
governed as set forth in Sec. 1.2 and 1.3 above;

     (ii) discontinue  selling Product  Materials and Licensed Products if those
products or parts thereof are discontinued or replaced except for those Licensed
Products  and  Product  Materials  accepted  to be  delivered  under a confirmed
Purchase Order.

9.2 Licensor and APDN shall be permitted to:

     (i) make  modifications or additions to the Technology,  Product Materials,
and APDN  Products in respect to any designs as Licensor  may in its  discretion
determine; and such modifications or additions will be considered an improvement

                                       14
<PAGE>
to the such Technology,  Product Materials or APDN Product line and shall be the
sole and exclusive property of Licensor and such Products shall be available for
license to Biowell as set forth in Sec. 1.3 above;

     (ii) require  Biowell to  discontinue  selling  Licensed  Products if those
products  or parts  thereof  are  discontinued  or  replaced,  except  for those
Licensed  Products  and  Product  Materials  accepted  to be  delivered  under a
confirmed Purchase Order; and

     (iii) require  Biowell either not to use or to cease to use any advertising
or  promotional  material  in  respect to the  Product  Materials  and  Licensed
Products which Licensor  considers not to be in Licensor's best interests,  upon
ninety (90) days written notice to Biowell.

                             10. Legal Relationship

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

10.2 In the event that  Licensor is acquired  by another  entity,  or there is a
change of control within Licensor,  this Agreement shall continue to exist, with
all relative rights,  privileges,  titles, and shall be assigned and transferred
in its entirety to the new or reorganized entity.

                                 11. Termination

11.1 Licensor may terminate this Agreement if Biowell:  (a) sells,  assigns,  or
ceases to carry on, its main business or the business related to this Agreement,
unless the parties mutually agree  otherwise;  (b) subject to Section 1.6, fails
to meet any material performance  requirements set forth on Exhibit 1 during the
then current term of the  Agreement;  (c) sells any product that is  competitive

                                       15
<PAGE>
with  the  Licensed  Products  or the  APDN  Products  or  engaged  directly  or
indirectly in the conduct of business with any company considered by the parties
hereto to be competitive  with the business as set forth in this Agreement,  (d)
fails to comply with any of its obligations under this Agreement or the Purchase
Agreement;

11.2 This  Agreement may be terminated  immediately  by Biowell or Licensor upon
written  notice to the other  party in the event that such other party files any
formal  petition  in  bankruptcy  or  insolvency,  has any  formal  petition  in
bankruptcy  or insolvency  filed against it and such petition is not  discharged
within  ninety  (90) days of filing,  or if such other  party  makes any general
assignment  or  composition  for the benefit of  creditors  with  respect to any
material  portion  of its  assets,  or if such  other  party  has  any  trustee,
liquidator,  receiver or other fiduciary  appointed with respect to any material
portion of its  business  or assets and such  trustee,  liquidator,  receiver or
other fiduciary is not removed within sixty (60) days of appointment, or commits
or suffers  any other  similar act of  bankruptcy  or  insolvency  to occur with
respect to it.

11.3 This  Agreement may be  terminated  by Biowell,  upon sixty (60) days prior
written  notice to Licensor if Licensor  or APDN  breaches  any of its  material
obligations  under this Agreement and such breach is not cured within such sixty
(60) day period.

                            12. Effect of Termination

On the termination of this Agreement:

12.1 The license grant and 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  may be  intended to come into or continue in force on or after such
termination;

12.2  Biowell  shall,  (i) at its own  expense,  return to Licensor or otherwise
dispose of as Licensor may instruct, all technical and promotional materials and
other  documents  and papers  whatsoever  sent to Biowell  and  relating  to the
Confidential Information, Technology, Product Materials and Licensed Products or
the business of Licensor or APDN (other than correspondence between the parties,
copies of which shall be delivered to Licensor)  and all property of Licensor or
APDN in Biowell's  possession or under its control,  (ii) immediately  cease the
use,  marketing,  distribution  and sale of the Technology,  Product  Materials,
Licensed Products and APDN Products,  (iii) deliver all Customer  information to
Licensor, and (iv) cease the use of all trademarks and logos of APDN.

                                       16
<PAGE>
                           13. Exclusion of Liability

13.1 Except as set out in this Agreement, or to the extent required by law, all
conditions, warranties and representations, expressed or implied, in relation to
any Technology, Product Materials and Licensed Products which may be transferred
from Biowell to the Licensor under the Purchase are excluded by Licensor.

13.2 Except as otherwise  provided in this Agreement,  neither Licensor nor APDN
shall be liable to Biowell, whether for negligence,  products liability,  breach
of contract, misrepresentation or otherwise, for:

     (i) loss or damage incurred by Biowell as a result of third party claims in
relation to Intellectual Property Rights originally  transferred from Biowell to
the Licensor under the Purchase Agreement; or

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

13.3 No party shall be liable to any other party 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 Licensed  Products  howsoever  arising in connection with
this Agreement.

13.4 (i) Biowell warrants that all Licensed  Products and Product Materials sold
by  Biowell  under  the terms of this  Agreement  will be  materially  free from
defects in workmanship and materials and  substantially  conform to the relevant
"Specifications",  reasonably  formulated  by  Licensor or APDN and set forth on
Schedule  A  attached  hereto,  as  amended  from time to time by  Licensor  and
consented  to by  Biowell,  under  normal use and service for a period of twelve
(12) months after  delivery to the carrier for shipment (the  "Biowell  Warranty
Period").  During the Biowell Warranty Period, a party may notify Biowell if all
or any  portion  of such  Product  Materials  or  Licensed  Products  contains a
material  defect in materials  or  workmanship,  or  otherwise  fails to conform
substantially  to the  Specifications.  Provided  that such  notice is  received
during the Biowell Warranty  Period,  Biowell shall promptly (but not later than
thirty (30) days after receiving such notice) correct, at its own expense (which
will include all shipping expenses), any such defect by repairing such defective
Product  Materials  and/or  Licensed  Products or, at Biowell 's discretion,  by
delivering  equivalent Product Materials and/or Licensed Products replacing such
defective  Product  Materials  and  Licensed  Products.  Biowell may inspect and
verify such alleged defect without need to ship the alleged  defective  items to
Taiwan.

     (ii) APDN  warrants  that all APDN Products sold by APDN under the terms of
this Agreement will be materially free from defects in workmanship and materials
and  substantially   conform  to  the  relevant   "Specifications",   reasonably
formulated by Licensor or APDN and set forth on Schedule A attached  hereto,  as
amended from time to time by Licensor, under normal use and service for a period

                                       17
<PAGE>
of twelve (12) months  after  delivery  to the carrier for  shipment  (the "APDN
Warranty  Period").  During the APDN Warranty Period, a party may notify APDN if
all or any  portion  of such  Product  Materials  or APDN  Products  contains  a
material  defect in materials  or  workmanship,  or  otherwise  fails to conform
substantially  to the  Specifications.  Provided  that such  notice is  received
during the APDN Warranty Period,  APDN shall promptly (but not later than thirty
(30) days after receiving such notice)  correct,  at its own expense (which will
include all  shipping  expenses),  any such defect by repairing  such  defective
Product Materials and/or APDN Products or, at such party's option, by delivering
equivalent  Product  Materials  and/or APDN Products  replacing  such  defective
Product  Materials and APDN  Products.  APDN may inspect and verify such alleged
defect without need to ship the alleged defective items to an APDN facility.

     (iii) The  remedies  for any breach of warranty  as listed in this  Section
13.4 shall be the sole and exclusive  remedies available to a party at law or in
equity.

13.5  WARRANTY  EXCLUSIONS.  NEITHER  BIOWELL NOR APDN SHALL BE LIABLE UNDER ANY
WARRANTY IF ITS TESTING AND EXAMINATION DISCLOSES THAT THE ALLEGED DEFECT IN THE
LICENSED PRODUCT, APDN PRODUCT OR PRODUCT MATERIAL DOES NOT EXIST (PROVIDED THAT
VERIFIABLE  PROOF OF SUCH TESTING AND  EXAMINATION IS PROVIDED) OR WAS CAUSED BY
MISUSE,  NEGLECT,  IMPROPER  STORAGE OR  INSTALLATION  OR TESTING,  UNAUTHORIZED
ATTEMPTS TO REPAIR, OR BY ACCIDENT, FIRE, LIGHTNING OR OTHER HAZARD.

13.6 Biowell will be liable for the Licensed  Product  manufactured  by Biowell.
Biowell shall  maintain in full force and effect at all times during the term of
this  Agreement,   comprehensive   "occurrence"   general  liability  insurance,
including  "occurrence"  product liability and contractual  liability  insurance
coverage with respect to the Licensed  Products with minimum limits of liability
of One Million US Dollars (US$  1,000,000.00)  or otherwise agreed in writing by
both Parties.  Such  insurance  will name Licensor and APDN as additional  joint
insureds  thereon.  Biowell will, from time to time upon  reasonable  request by
APDN  and  Licensor,  promptly  furnish  or cause  to be  furnished  to APDN and
Licensor evidence in form and substance satisfactory to APDN and Licensor of the
maintenance of the insurance required by this Section, including certificates of
insurance and proof of premium payments.  APDN and Licensor's  customers are not
required to go to Biowell directly to file a claim of product liability. Biowell
will take all necessary  actions to defend APDN and Licensor with respect to any
such claim.  All  expenses in this matter  shall be paid by Biowell or Biowell's
insurance.

                                       18
<PAGE>

13.8 APDN will be liable for the APDN Products  manufactured by APDN. APDN shall
maintain  in  full  force  and  effect  at all  times  during  the  term of this
Agreement,  comprehensive  "occurrence" general liability  insurance,  including
"occurrence" product liability and contractual liability insurance coverage with
respect to the Licensed Products with minimum limits of liability of One Million
US Dollars (US$  1,000,000.00)  or otherwise  agreed in writing by both Parties.
Such insurance  will name Biowell as additional  joint  insureds  thereon.  APDN
will, from time to time upon reasonable request by Biowell,  promptly furnish or
cause to be furnished to Biowell evidence in form and substance  satisfactory to
Biowell of the maintenance of the insurance required by this Section,  including
certificates  of  insurance  and proof of premium  payments.  Customers  are not
required to go to APDN directly to file a claim of product liability.  APDN will
take all necessary actions to defend Biowell with respect to any such claim. All
expenses in this matter shall be paid by APDN or APDN's insurance.

13.9 EXCEPT FOR THE EXPRESSED 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.

13.10. In no event shall the aggregate liability of Biowell or APDN and Licensor
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.

13.11.  Biowell will be  responsible  for any warranty  claim  received from its
customers  and shall seek  appropriate  compensation  from APDN for any Products
manufactured  or delivered by APDN and its  associates  concerning  the Licensed
Products and Product Materials provided by APDN.

                                       19
<PAGE>
                        14. Intellectual Property Rights

14.1 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,  APDN Products and Licensed  Products and any other products
and  services  related  thereto  are and  shall  remain  the sole and  exclusive
property of Licensor.  Except as otherwise  provided in this Agreement,  Biowell
shall have no right to use or obtain for its own  benefit or grant any  licenses
with  respect to the  Technology,  APDN  Products,  Licensed  Products,  Product
Materials,  or any other related products or services or any of the Intellectual
Property Rights therein or relating thereto.

14.2  Each  party  shall  notify  the  other  party as soon as it  receives  any
knowledge of any illegal or unauthorized  use of any of the Technology,  Product
Materials,  APDN  Products  and  Licensed  Products  or any of the  Intellectual
Property Rights therein or relating thereto and Biowell will assist Licensor (at
Licensor's  expense) in taking all steps necessary to defend  Licensor's  rights
therein.

14.3  Biowell  shall not in any way:  (a)  disassemble  or reverse  engineer the
Technology,  Product  Materials,  APDN  Products and  Licensed  Products and any
related  products  supplied  hereunder except as provided for in Sec. 1.2 above;
(b) transfer possession of any Technology,  Product Materials, APDN Products and
Licensed Products and any related products supplied  hereunder to another party,
except  as  expressly  permitted  herein;  or (c)  use the  Technology,  Product
Materials, APDN Products and Licensed Products and any related products supplied
hereunder in any way not expressly provided for in this Agreement.

14.4 (a) Subject to the  express  prior  written  approval  of  Licensor,  which
approval shall not be unreasonably withheld,  Biowell may use the trademarks and
logos of Licensor  and APDN for the sole  purpose of  marketing,  reselling  and
promoting the Licensed  Products in the Biowell  Territory under, and during the
term of, this Agreement and (b) Subject to the express prior written approval of
Biowell,  which approval shall not be unreasonably  withheld,  Licensor and APDN
may use the  trademarks  and logos of Biowell for the sole purpose of marketing,
reselling  and  promoting the Products  during the term of this  Agreement.  All
Licensed  Products,  packaging,  labeling,  advertising,  promotional  or  other
materials  to be used by Biowell,  which  shall bear or display  the  trademarks
and/or logos of Licensor or APDN,  shall be subject to APDN's  prior  inspection
and approval,  which approval  shall not be  unreasonably  withheld,  delayed or
conditioned.

                                   15. General

15.1 The  interpretation,  validity and  performance  of the Agreement  shall be
governed by the laws of the State of Nevada,  without regard to its conflicts of

                                       20
<PAGE>
laws rules.  The  Agreement  is also subject to the Fair Trade Act in Taiwan and
the Principles for Handling  Cases Related to Technology  Licensing  Agreements.
Any and all  claims,  disputes or  controversies  arising  under,  out of, or in
connection  with this  Agreement or any breach  thereof which cannot be resolved
within sixty (60) Business Days of formal  notification of default or dispute as
set forth in Section 15.2 shall be exclusively submitted to binding arbitration.
The arbitration  shall be conducted in English language and by the International
Chamber of Commerce which shall administer the arbitration  under its commercial
rules. The arbitration  shall take place in Honolulu,  Hawaii,  United States or
other  jurisdictions  agreed to in writing by the  Parties.  The parties  hereto
irrevocably  submit to the exclusive  jurisdiction  of such entity.  The parties
hereby irrevocably waive, to the fullest extent permitted by applicable law, any
objection  which  they may now or  hereafter  have to the laying of venue of any
such  dispute  brought in such venue or any  defenses of  inconvenient  forum in
connection  therewith.  The  arbitrators  shall have no  authority  to change or
modify any provision of this  Agreement.  Each party shall bear its own expenses
and  one-half of the expenses and costs of the  arbitrators;  provided  that the
arbitrators may award expenses and costs  (including  attorneys' fees) to either
party.

15.2 Notices. All notices and other communications hereunder shall be in writing
and  shall be deemed  given (i) when  personally  sent/delivered,  by  facsimile
transmission  (with hard copy to follow)  or sent by  express  courier  (charges
prepaid) or (ii) five (5) days following mailing by registered or certified mail
postage  prepaid  and  return  receipt  requested.  Unless  another  address  is
specified in writing,  notices, demands and communications to Biowell,  Licensor
and APDN shall be sent to the addresses indicated below:

         If to Biowell to:

         Biowell Technology, Inc.
         18F No 959 Chung Cheng Road
         Chungho City
         Taipai County
         Taiwan 235
         ROC

         with a copy to:
         Dr. Jun-Jei Sheu Chairman & CEO
         Fax: 011-886-2-22215258

                                       21
<PAGE>

         If to APDN or Licensor to:

         Applied DNA Sciences, Inc.
         9229 West Sunset Boulevard, Suite 830
         Los Angeles, California 90069

         with a copy to:
         Peter Brocklesby
         President
         Fax: 310-860-1303


15.3 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.

15.4 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.

15.5 This  Agreement  constitutes  the  entire  agreement  between  the  parties
concerning  the subject  matter hereof and supersedes all written and oral prior
agreements and understandings with respect thereto.  No variation,  amendment or
modification  of the terms of this  Agreement nor any waiver of any of the terms
or  provisions  hereof  shall  be valid  unless  in  writing  and  signed  by an
authorized representative of each party.

15.6 If any  provision(s)  contained  herein  shall be  deemed  by any  court of
competent jurisdiction or arbitrator to be invalid, illegal or unenforceable for
any reason  (including,  but not limited to a violation of, or failure to comply
with, the then applicable provisions of the Fair Trade Act and/or the Principles
for Handling Cases Related to Technology Licensing Agreements), then the parties
hereto agree that said provision(s) shall be modified by the court or arbitrator
so as to be enforceable  to the maximum  extent  permitted by law (including the
Fair Trade Act and/or the  Principles  for Handling  Cases Related to Technology
Licensing  Agreements) and in such modified form shall be enforced in the manner
contemplated hereby.

15.7 Each of the  parties to this  Agreement  shall be  responsible  for its own
taxes and expenses  whether arising from or in connection with the execution and
delivery of this Agreement or otherwise.

15.8 Each of the parties hereby acknowledge and agree that money damages may not
be an  adequate  remedy  for  any  breach  or  threatened  breach  of any of the
provisions of this  Agreement and that, in such event,  they may, in addition to

                                       22
<PAGE>
any other  rights and remedies  existing in their  favor,  apply to any court of
competent jurisdiction for specific performance,  injunctive and/or other relief
in aid of arbitration to preserve and protect the rights of the parties  pending
action by the arbitration panel.

15.9 This Agreement and all of the  provisions  hereof shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted assigns,  but neither this Agreement nor any of the rights,  interests
or obligations hereunder shall be assigned by Biowell, including by operation of
law,  without the prior written  consent of Licensor.  For purposes  hereof,  an
assignment shall be deemed to have occurred upon (i) any merger or consolidation
of Biowell,  which merger or consolidation  results in the holders of the issued
and  outstanding  voting  securities  of  Biowell   immediately  prior  to  such
transaction  beneficially  owning or  controlling  less than a  majority  of the
voting  securities of the continuing or surviving entity  immediately  following
such merger or  consolidation,  (ii) the sale,  transfer or other disposition of
all or substantially all of the assets of Biowell,  or (iii) the sale,  transfer
or  other  disposition  of more  than  fifty  percent  (50%) of the  issued  and
outstanding  equity or voting rights of Biowell.  Subject to the exercise of its
rights under Section  11.1(a),  any  assignment of this  Agreement or any of the
rights, interests or obligations hereunder in contravention of this Section 15.9
shall be null and void and shall not bind or be  recognized  by the  Licensor or
APDN.

15.10 Force Majeure. Except for payment of monies, neither party shall be liable
for failure to fulfill its  obligations  under this  Agreement  or any  purchase
order  issued  hereunder  or for  delays in  delivery  due to causes  beyond its
reasonable  control,  including,  but not limited  to, acts of God,  man-made or
natural disasters, earthquakes, fire, riots, flood, material shortages, strikes,
delays in  transportation  or inability to obtain labor or materials through its
regular sources, lockouts, civil commotions, and other unforeseeable supervening
events;  provided  that the  party  claiming  any such  cause as an  excuse  for
non-performance  must provide  written  notice thereof to the other party within
fifteen (15) days of the  happening of the event that is the basis for the delay
or failure to perform.  The time for performance of any such obligation shall be
extended for the time period lost by reason of the delay.

15.11 The  provisions  of this Section and Sections  3.5, 3.6, 4.2, 5.1, 7.4, 8,
12, 13, 14 and 15.1 will survive the termination of this Agreement

                                       23
<PAGE>

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

         Biowell Technology Inc.                 APDN (B.V.I.) Inc.


         By: /s/ JUN-JEI SHEU                    By: /s/ PETER BROCKLESBY
             ----------------                        --------------------

         Name: Jun-Jei Sheu                      Name: Peter Brocklesby

         Title: Chairman & CEO                   Title:  Authorized Signatory

         Date:                                   Date:


         Applied DNA Sciences, Inc.              Applied DNA Sciences, Inc.


         By: /s/ PETER BROCKLESBY                By: /s/ ROB HUTCHISON
             --------------------                    -----------------

         Name: Peter Brocklesby                  Name: Rob Hutchison

         Title:  President                       Title:  Chairman and CEO

         Date:                                   Date:


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>july2120058kex103.txt
<TEXT>
Exhibit 10.3

                              CONSULTING AGREEMENT

     This Consulting  Agreement  ("Agreement")  is being entered into as of this
12th day of July, 2005, between APPLIED DNA SCIENCES, INC., a Nevada corporation
(the  "Company"),  with offices at 9229 West Sunset Bvd, Suite 830, Los Angeles,
CA  90069,  and  Timpix   International   Limited,   a  British  Virgin  Islands
corporation,  with offices at Sea Meadow House,  Blackburne Highway, PO Box 116,
Road Town, Tortola, British Virgin Islands, (the "Consultant").


     WHEREAS,  Consultant desires to provide consulting services for the Company
as an independent contractor,  and shall not be required to devote its full time
to the  business  of the  Company  and  shall be free to pursue  other  business
interests which are not directly or indirectly  competitive with the business of
the Company; and

     WHEREAS, the Company requires, specifically,  employees of Consultant, Dr..
Jun-Jei Sheu, Dr. Ben Liang and Dr. Johnson Chen (the "Consultants") provide the
consulting  services  required  by the Company on behalf of the  Consultant  and
Consultant  agrees that  Consultants  shall be directed by  Consultant to devote
their full time to the business of the Company;

     WHEREAS,  Consultant  and the Company  further  agree that upon each of the
Consultants  obtaining  H-1 or other  visas  (the  "Visa") to work in the United
States,  this Agreement shall be modified and/or terminated as the Company shall
enter into Employment Agreements with each of the Consultants,  substantially in
the form of the Employment  Agreements  attached as Exhibits "A", "B" and "C" to
this Agreement and hereby made a part of this Agreement;

     NOW, THEREFORE, based upon the premises and the following mutual covenants,
conditions, promises and restrictions, the parties hereby agree as follows:

     1.  Consulting  Arrangement.   Subject  to  the  conditions  and  covenants
contained  elsewhere in this  Agreement,  the Company  hereby  contracts for the
services  of  Consultant  and  Consultant  agrees to  perform  such  duties  and
responsibilities  and to render advice and consulting as may be requested by the
Company  from time to time  during the term of this  consulting  arrangement  in
connection  with the Company's  business  throughout the United States and world
wide,  for a term equal to the  shorter of (a) two (2) years or (b) such time as
Consultants  has  obtained a Visa,  commencing  on July 12, 2005  subject to the
approval by the Board and  Shareholders  of Biowell  Technology,  Inc., a Taiwan
corporation  ("Biowell")  of  resolutions  to approve  the  transfer  of certain
Intellectual  Property to Rixflex Holdings Limited ("Rixflex") and approval of a
certain Plan of Merger by the Shareholders of Rixflex (the "Consulting Period"),
unless sooner terminated as provided for elsewhere in this Agreement;  provided,
however,  that such term shall be  automatically  renewed for successive one (1)
year periods unless any party hereto gives notice of intention not to renew this
Agreement at least thirty (30) days prior to the last day of the initial term or
any renewal term of this Agreement.


<PAGE>

     2.  Relationship  Between  Parties.  During  the  term  of  the  Consulting
Arrangement,  Consultant  shall be deemed to be an independent  contractor.  The
Consultant shall be completely  responsible for the actions and inactions of the
Consultants  and shall cause  Consultants  to perform their duties in accordance
with this  Agreement.  Subject to Section 7 of this  Agreement,  Consultant  may
provide  services  other than  services of  Consultants  to any person,  firm or
entity as it deems advisable  except to the extent it is obligated to devote its
time,  energy and skill to the Company  pursuant to the terms of this Agreement.
None of the  Consultants  shall be  considered  as  having  an  employee  status
vis-a-vis the Company, or be entitled to participate in any plans,  arrangements
or distributions by the Company pertaining to or in connection with any pension,
stock,  bonus,  profit sharing,  welfare  benefits,  or similar benefits for the
regular  employees of the Company.  The Company  shall not withhold any taxes in
connection with the  compensation due Consultant  hereunder,  and Consultant and
Consultants,  severally,  shall be responsible for the payment of any such taxes
and hereby agrees to indemnify the Company against nonpayment thereof.

     3. Services of  Consultants.  During the term of the Consulting  Agreement,
and  until  such  time as  each of the  Consultants  enters  into an  Employment
Agreement  with the  Company,  Consultant  shall  cause  Consultants  to provide
consulting  services to the Company pursuant to the terms hereof.  Consultant is
aware that the Company  has  entered  into this  Consulting  Agreement  with the
express  understanding  that Consultants and only Consultants,  will provide the
consulting  services  hereunder.  During the term of the  Consulting  Agreement,
Consultants shall devote their full time, energy and skill to the Company.

     4. Consulting Services.  During the term of the Consulting  Agreement,  the
Consultants  shall provide  consulting  services to the Company,  which services
shall  include,  but not be limited  to, at a location to be  determined  by the
Company,  convey and  transfer  technology  under an  agreement  for  Company to
acquire  intellectual  property from Biowell,  identify  equipment and materials
required to establish Laboratory facilities, identify sources of supply for core
equipment and materials,  establish  Laboratory  facilities in the United States
and elsewhere,  select contract laboratories in the United States and elsewhere,
establish  Standard  Laboratory  Operating  Procedures  and  Laboratory  Quality
Assurance Protocols,  technical procedures,  practices and methods necessary for
the production and  replication of the core DNA technology and products,  assist
with  the  integration  of the  technologies  constituted  by  the  intellectual
property   acquired  by  the  Company  from  Biowell   with   Company's   OEM's,
Manufacturers  and  Distributors,  assist  to  make  scientific  and  technology
presentations  with Company's clients,  customers and distribution  partners and
Licensees,  assist with technology  development and  interface/integration  with
other security  products solely developed by the Company or jointly developed by
the  Company  with  partners,  or  developed  under  license  with  third  party
technologies/products  and such other  duties as may be assigned by the Board of
Directors  of the  Company.  Consultant  shall use its best  efforts to keep the
Company informed of all corporate business opportunities which shall come to its
attention and appear  beneficial  to the Company's  business so that the Company
can obtain the maximum benefits from  Consultant's  knowledge,  experience,  and
personal contacts.

     5. Compensation.

        (a) As part of the  consideration  for the services to be rendered under
by Consultants,  the Company shall pay Consultant  compensation at the aggregate
rate of an amount up to US Dollars  Forty Seven  Thousand (US $47,000) per month

                                       2
<PAGE>
for the Consultants,  adjusted as set forth below. Each Consultant shall receive
a monthly Consultancy Fee equal to that provided in their respective  Employment
Agreements,  attached as Exhibits "A", "B" and "C" to this  Agreement and made a
part hereto.  The  Consultant  compensation  shall  commence upon Closing by the
Company of the acquisition of the Intellectual Property of Biowell Technologies,
Inc.,  and  shall  continue  each  month  through  the  term  of the  Consulting
Agreement.  Until the commencement of the Employment Agreement,  each Consultant
shall receive one hundred  percent  (100.0%) of his monthly  Consulting  Fee for
each week,  or part  thereof,  for time spent within the US providing  full-time
services  as may be  required by the  Company  under this  Agreement.  Until the
commencement of the Employment  Agreement,  each Consultant  shall receive fifty
percent (50.0%) of his monthly Consulting Fee for time spent in Taiwan providing
part-time  services  as may be required by the  Company.  Additionally,  Company
shall pay travel and accommodation  expenses  reasonably incurred by Consultants
in their performance of the services outlined herein.

        (b) In the event that each of the  Consultants  shall no longer  provide
the consulting services pursuant to the Consulting  Agreement,  the compensation
listed in Section 5(a) will be reduced pro-rata.

     6. Confidentiality Covenants.

        (a) Acknowledgments by the Consultant.  The Consultant acknowledges that
(a) during the Consulting  Period and as a part of the  Consulting  Arrangement,
the  Consultant  and  Consultants   will  be  afforded  access  to  Confidential
Information  (as defined  below);  (b) public  disclosure  of such  Confidential
Information  could have an adverse  effect on the Company and its business;  (c)
because the Consultants possess  substantial  technical expertise and skill with
respect to the  Company's  business,  the  Company  desires to obtain  exclusive
ownership of each Consultant  Invention (as defined below), and the Company will
be at a substantial  competitive  disadvantage if it fails to acquire  exclusive
ownership of each Consultant Invention; (d) the provisions of this Section 6 are
reasonable   and  necessary  to  prevent  the  improper  use  or  disclosure  of
Confidential  Information and to provide the Company with exclusive ownership of
all Consultant Inventions.

        (b) Agreements of the Consultant.  In  consideration of the compensation
and benefits to be paid or provided to the  Consultant by the Company under this
Consulting Agreement, the Consultant and Consultants covenant as follows:

          (1) Confidentiality.

             (i) During and following the Consulting Period, the Consultant will
hold in confidence  and  Consultants  will hold in Confidence  the  Confidential
Information  and will not  disclose it to any person  except  with the  specific
prior written consent of the Company or except as otherwise  expressly permitted
by the terms of this Agreement.

             (ii) Any trade  secrets of the  Company  will be entitled to all of
the protections and benefits under California  Civil Code Section 3426,  Uniform
Trade  Secrets Act and any other  applicable  law. If any  information  that the
Company deems to be a trade secret is found by a court of competent jurisdiction

                                       3
<PAGE>
not to be a trade secret for purposes of this Agreement,  such information will,
nevertheless,  be  considered  Confidential  Information  for  purposes  of this
Agreement.  The Consultant hereby waives any requirement that the Company submit
proof  of the  economic  value  of any  trade  secret  or post a bond  or  other
security.

             (iii) None of the foregoing obligations and restrictions applies to
any part of the Confidential Information that the Consultant demonstrates was or
became generally  available to the public other than as a result of a disclosure
by the Consultant.

             (iv) The  Consultants  will not remove from the Company's  premises
(except to the extent such  removal is for  purposes of the  performance  of the
Consultants'  duties  at  home  or  while  traveling,  or  except  as  otherwise
specifically authorized by the Company) any document,  record,  notebook,  plan,
model,  component,  device, or computer software or code,  whether embodied in a
disk  or  in  any  other  form  (collectively,  the  "Proprietary  Items").  The
Consultant  recognizes  that, as between the Company and the Consultant,  all of
the  Proprietary  Items,  whether  or not  developed  by the  Consultant  and/or
Consultants, are the exclusive property of the Company. Upon termination of this
Agreement  by either  party,  or upon the  request  of the  Company  during  the
Consulting  Period,  the  Consultant  will  return  to  the  Company  all of the
Proprietary Items in the Consultant's  possession or subject to the Consultant's
control, and the Consultant shall not retain any copies, abstracts, sketches, or
other physical embodiment of any of the Proprietary Items.

          (2)  Consultant  Inventions.  Each  Consultant  Invention  will belong
exclusively  to  the  Company.  The  Consultant  acknowledges  that  all  of the
Consultant's writing,  works of authorship,  and other Consultant Inventions are
works made for hire and the property of the Company,  including any  copyrights,
patents,  or other  intellectual  property rights pertaining  thereto.  If it is
determined  that any such  works are not works  made for  hire,  the  Consultant
hereby  assigns  to the  Company  all  of the  Consultant's  right,  title,  and
interest,  including all rights of  copyright,  patent,  and other  intellectual
property  rights,  to or in  such  Consultant  Inventions.  The  Consultant  and
Consultants covenant that it/they individually and severally shall promptly:

             (i) disclose to the Company in writing any Consultant Invention;

             (ii) assign to the Company or to a party designated by the Company,
at  the  Company's  request  and  without  additional  compensation,  all of the
Consultant's  right to the  Consultant  Invention  for the United States and all
foreign jurisdictions;

             (iii)  execute  and  deliver  to  the  Company  such  applications,
assignments,  and other  documents  as the Company may request in order to apply
for and obtain  patents or other  registrations  with respect to any  Consultant
Invention in the United States and any foreign jurisdictions;

                                       4
<PAGE>
             (iv)  sign  all  other  papers  necessary  to carry  out the  above
obligations; and

             (v) give  testimony  and render any other  assistance in support of
the Company's rights to any Consultant Invention.

        (c) Disputes or  Controversies.The  Consultant  recognizes that should a
dispute or  controversy  arising from or relating to this Agreement be submitted
for  adjudication to any court,  arbitration  panel,  or other third party,  the
preservation of the secrecy of Confidential Information may be jeopardized.  All
pleadings,  documents,  testimony, and records relating to any such adjudication
will be  maintained  in secrecy  and will be  available  for  inspection  by the
Company,  the Consultant,  and their respective  attorneys and experts, who will
agree, in advance and in writing,  to receive and maintain all such  information
in secrecy, except as may be limited by them in writing.

        (d) Definitions.

          (1) For the  purposes of this  Section 6,  "Confidential  Information"
shall mean any and all:

             (i) trade  secrets  concerning  the  business  and  affairs  of the
Company,  including  but not  limited to trade  secrets  related to  sequencing,
imprinting and incorporating DNA, encapsulating DNA, immobilizing DNA, purifying
DNA,  extracting  DNA,  detecting the presence of DNA and any DNA  sequence,  or
fragment thereof, and the subject of any test, work or investigation  undertaken
by the Company, product specifications,  data, know-how, formulae, compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, inventions
and ideas,  past,  current,  and planned research and  development,  current and
planned  manufacturing  or distribution  methods and processes,  customer lists,
current and  anticipated  customer  requirements,  price lists,  market studies,
business plans, computer software and programs (including object code and source
code), computer software and database  technologies,  systems,  structures,  and
architectures  (and related  formulae,  compositions,  processes,  improvements,
devices, know-how,  inventions,  discoveries,  concepts, ideas, designs, methods
and information, and any other information,  however documented, that is a trade
secret within the meaning of California  Civil Code Section 3426,  Uniform Trade
Secrets Act;

             (ii) information concerning the business and affairs of the Company
(which includes laboratory manuals, blueprints, engineering design plans, safety
and maintenance manuals, historical financial statements,  financial projections
and budgets, historical and projected sales, capital spending budgets and plans,
the names and  backgrounds of key personnel,  personnel  training and techniques
and materials, however documented; and

             (iii) notes, analysis, compilations,  studies, summaries, and other
material  prepared by or for the  Company  containing  or based,  in whole or in
part, on any information included in the foregoing.

                                       5
<PAGE>
          (2) For the purposes of this Section 6,  "Consultant  Invention" shall
mean any  idea,  invention,  technique,  modification,  process,  alteration  or
improvement   (whether  patentable  or  not),  any  industrial  design  (whether
registerable or not), any mask work, however fixed or encoded,  that is suitable
to  be  fixed,  embedded  or  programmed  in a  semiconductor  product  (whether
recordable  or  not),  and any  work of  authorship  (whether  or not  copyright
protection  may be obtained  for it)  created,  conceived,  or  developed by the
Consultant  and/or  Consultants,  either solely or in  conjunction  with others,
during  the  Consulting  Period,  or a period  that  includes  a portion  of the
Consulting  Period,  that  relates in any way to, or is useful in any manner in,
the  business  then being  conducted or proposed to be conducted by the Company,
and any such item created by the  Consultant,  either  solely or in  conjunction
with others,  following  termination  of this  Agreement , that is based upon or
uses Confidential Information.

     7. Non-Competition And Non-Interference.

        (a) Acknowledgments by the Consultant. The Consultant acknowledges that:
(a) the services to be performed  by it under this  Agreement  are of a special,
unique, unusual,  extraordinary,  and intellectual character;  (b) the Company's
business is national  in scope and its  products  are  marketed  throughout  the
United States and world wide;  (c) the Company  competes  with other  businesses
that are or could be located in any part of the  United  States and world  wide;
(d) the provisions of this Section 7 are reasonable and necessary to protect the
Company's business.

        (b) Covenants of the Consultant. In consideration of the acknowledgments
by the Consultant,  and in  consideration of the compensation and benefits to be
paid  or  provided  to  the  Consultant  by  the  Company,  the  Consultant  and
Consultants covenant that it/they may not, directly or indirectly:

          (1) except as permitted under that certain Exclusive License Agreement
between Biowell and APDN (B.V.I.),  Inc. during the Consulting  Period,  and the
Post-Consulting  Period (as defined  below),  engage or invest in, own,  manage,
operate,  finance,  control,  or  participate  in  the  ownership,   management,
operation,  financing, or control of, be employed by, associated with, or in any
manner connected with, lend the Consultant's or any Consultants'  name(s) or any
similar name to, lend Consultant's or Consultants' or any Consultants  credit to
or render  services or advice to, any  business  whose  products  or  activities
compete in whole or in part with the  products  or  activities  of the  Company;
provided,  however,  that the Consultant and Consultants  may, in the aggregate,
purchase or otherwise acquire up to (but not more than) one percent of any class
of securities of any  enterprise  (but without  otherwise  participating  in the
activities of such  enterprise) if such securities are listed on any national or
regional  securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934;

          (2) whether for the Consultant's own account or for the account of any
other person, at any time during the Consulting  Period and the  Post-Consulting
Period,  solicit  business of the same or similar  type being  carried on by the
Company,  from  any  person  known by the  Consultant  to be a  customer  of the

                                       6
<PAGE>
Company,  whether or not the  Consultant  had personal  contact with such person
during and by reason of this Agreement;

          (3)  whether  for the  Consultant's  own account or the account of any
other   person  (i)  at  any  time   during  the   Consulting   Period  and  the
Post-Consulting  Period,  solicit,  employ,  or otherwise engage as an employee,
independent  contractor,  or otherwise,  any person who is or was an employee of
the Company at any time during the Consulting  Period or in any manner induce or
attempt to induce any employee of the Company to terminate his  employment  with
the  Company;  or (ii) at any time  during  the  Consulting  Period  and for the
Post-Consulting  Period  ,  interfere  with or  attempt  to  interfere  with the
Company's  relationship  with any person,  including  any person who at any time
during the Consulting Period was an employee, contractor,  supplier, or customer
of the Company; or

          (4) at any time during or after the Consulting  Period,  disparage the
Company or any of its shareholders, directors, officers, employees, or agents.

         For purposes of this Section 7, the term "Post-Consulting Period" means
the three (3) year period beginning on the date of termination of this
Agreement.

     If any covenant in this Section 7 is held to be unreasonable, arbitrary, or
against  public  policy,  such covenant will be considered to be divisible  with
respect to scope,  time,  and geographic  area, and such lesser scope,  time, or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable,  not arbitrary,  and not against public policy, will
be effective, binding, and enforceable against the Consultant and/or Consultants
individually and severally.

     The period of time  applicable  to any  covenant in this  Section 7 will be
extended by the duration of any violation by the  Consultant or  Consultants  of
such covenant.

     8. Termination.

        (a)  Termination  by  Company.  Company  may,  upon  written  notice  to
Consultant,  immediately terminate this Consulting Agreement, or the services of
Consultants, upon the occurrence of any of the following:

          (1)  Disability (as defined below) for a period of more than three (3)
months in any twelve (12) month period or for periods  aggregating more than six
(6) months during any eighteen  month period.  or Death of Drs.  Sheu,  Liang or
Johnson;

          (2) Consultants no longer work for the Consultant,  provided, however,
this  shall  not apply in the  event  that  Consultants  execute  an  employment
agreement with the Company;

          (3) The Consultant  fails to appoint Drs.  Sheu,  Liang and Johnson to
perform the work under this Consulting Agreement on a full time basis;

                                       7
<PAGE>
          (4) The Consultant  appoints personnel other than Drs. Sheu, Liang and
Johnson to perform the work under this Consulting Agreement;

          (5) The Consultant or any  subsidiary of the Consultant  shall make an
assignment  for the  benefit  of  creditors,  or  apply  for or  consent  to the
appointment  of a receiver  or trustee for it or for a  substantial  part of its
property  or  business,  or  such a  receiver  or  trustee  shall  otherwise  be
appointed;

          (6) Bankruptcy, insolvency,  reorganization or liquidation proceedings
or other  proceedings  for relief  under any  bankruptcy  law or any law for the
relief of debtors  shall be  instituted  by or  against  the  Consultant  or any
subsidiary of the Consultant, Drs. Sheu, Liang and Johnson ; or

          (7) For Cause, as defined below.

        (b) Termination by Consultant.  Consultant may terminate this Consulting
Agreement at any time during the Term for Good Reason,  as defined  below,  upon
sixty  (60)  days  advance  written  notice to  Company  (during  which  period,
Consultant shall, unless otherwise requested in writing by Company,  continue to
perform its duties as specified under this Agreement).

        (c) Definitions.

          (1) For the  purposes of this Section 8,  "Disability"  shall mean any
physical  or  mental   incapacity,   illness  or  infirmity   that  prevents  or
significantly restricts Consultants from performing their individual duties on a
full-time  basis.  Any  dispute  as  to  whether  Consultants  have  suffered  a
Disability,  as to the date any  Disability  began or as to the  duration of any
Disability shall be settled by a medical expert selected and paid by Company and
reasonably  acceptable to  Consultant,  whose written  report shall be final and
binding upon the parties

          (2) For the  purposes  of this  Section 8,  "Cause"  shall  occur when
Consultant or Drs. Sheu, Liang or Johnson commits an act of dishonesty or breach
of trust,  acts in a manner that is  intentionally  inimical or injurious to the
business or interests  of Company,  or breaches  this  Agreement in any material
respect  (including  failure to comply with any lawful  directives issued by the
Board of Directors of the Company;  provided  that  Consultant  is given written
notice specifying, in reasonable detail, the nature of the alleged neglect, act,
failure or breach  specified  above, and either (a) Consultant has ten (10) days
to take  remedial  action  but fails or  refuses  to do so, or (b) in  Company's
reasonable  judgment,  an  opportunity  to take  remedial  action  would  not be
meaningful or appropriate under the  circumstances.  "Cause" also shall exist if
Consultant or Drs. Sheu, Liang and Johnson are convicted of a felony.

          (3) For the purposes of this Section 8, "Good  Reason"  shall mean (A)
the Company's failure to make any of the payments or provide any of the material
benefits owed to Consultant under this Agreement, provided that Company does not
make such  payment or provide  such  benefit  within ten (10) days of  receiving
written notice of such failure; (B) Company shall materially breach any material
term of this Agreement,  provided that Company has not cured or made substantial
efforts  to cure such  material  breach  within  thirty  (30) days of  receiving

                                       8
<PAGE>
written  notice of such material  breach;  or (C) if there shall be a "Change in
Control" (as hereinafter defined) of Company.

          (4) For the purposes of this Section 8, a "Change in Control" shall be
deemed to occur  upon a sale by Company  of  substantially  all of its assets or
greater than fifty  percent  (50.0%) of its stock to an  unaffiliated  entity or
person or the  consolidation  or merger of Company with or into an  unaffiliated
entity.  An  "affiliate"  shall  mean any  entity or person  that  directly,  or
indirectly through on or more intermediaries,  controls, or is controlled by, or
is under common control with, any other entity or person.

        (d) Return of  Materials  upon  Termination.  Upon  termination  of this
Consulting  Agreement,  regardless  of the  reason,  Consultant  (including  its
employees and their heirs,  personal  representatives  or estate) shall promptly
return to  Company  all  documents  (including  all  copies  thereof)  and other
materials and property of Company,  or which pertains to the Company's  business
in  Consultant's  possession  or control,  no matter from whom or in what manner
acquired

     9. Indemnification. Consultant hereby agrees to hold harmless and indemnify
Company from and against any and all loss, damage,  expense, and cost (including
reasonable  attorneys'  fees incurred in connection  with the same)  incurred by
Company as a result of  Consultant's  breach of any covenant or  agreement  made
herein.

     10.  Non-Disclosure.  Except as previously  agreed upon in writing  between
Company and  Consultant  or unless the same become a matter of public  record or
public  knowledge,  Consultant  shall not,  at any time  during the term of this
Agreement or after termination of this Consulting Agreement with Company for any
reason  whatsoever,  in any manner  whatsoever,  either  directly or indirectly,
divulge,   disclose  or  communicate  to  any  person,   firm,   association  or
corporation,  or use for his own benefit,  gain or otherwise,  or for any entity
for which Consultant is an employer, officer, director, owner, employee, partner
or other participant any Confidential Information or any other like materials or
information in the possession of,  belonging to or concerning  Company,  without
regard to  whether  any or all of the  foregoing  are found to be  confidential,
material or  important,  except as may be necessary  in the  ordinary  course of
performing  Consultant's  services  hereunder.  The parties hereto  specifically
stipulate  that as between them the above listed items are  important,  material
and confidential and gravely affect the effective and successful  conduct of the
business of Company.

     11. Prior Employment.

        (a) Consultant  represents that its performance,  and that of Drs. Sheu,
Liang and Johnson of any and all the terms of this  Agreement as  Consultants to
the Company  does not and will not breach any  agreement  to keep in  confidence
proprietary  information  acquired by it or them in confidence or in trust prior
to the execution of this Consulting  Agreement.  Consultant and Drs. Sheu, Liang
and Johnson  have not  entered  into,  and they agree none will enter into,  any
agreement either written or oral in conflict herewith.

        (b)  Consultant  understands  as  part  of  the  consideration  for  its
continued  retention  by Company,  that Drs.  Sheu,  Liang and Johnson  have not
brought  and  will  not  bring  to  Company  or use in  the  performance  of the
responsibilities hereunder any materials or documents of a former employer which
are not generally  available to the public,  unless they have  obtained  written

                                       9
<PAGE>
authorization from the former employer for their possession and use.

        (c) In the event  that  prior to  entering  this  Consulting  Agreement,
Consultants  terminated  employment  with  one  or  more  prior  employers,  the
Consultant  agrees  to  indemnify  and hold  harmless  Company,  its  directors,
officers and employees,  against any liabilities and expenses, including amounts
paid in settlement,  incurred by any of them in connection with any claim by any
of Drs. Sheu,  Liang and Johnson's prior employers that the termination of their
individual employment with such employer, their employment by Consultant, or use
of any skills and  knowledge by Company is a violation of contract or law. On or
prior to the date  hereof,  Consultant  has  delivered  to Company a copy of any
contract of employment  between Drs. Sheu, Liang and Johnson and each such prior
employer.

     12. Specific Performance.  The Consultant acknowledges that its obligations
and the  obligations of Consultants  hereunder are unique,  and that it would be
extremely impracticable to measure the resulting damages if he should default in
its obligations under this Agreement.  Accordingly,  in the event of the failure
by Consultant to perform its obligations hereunder,  which failure constitutes a
breach hereof by him, the Company may, in addition to any other available rights
or remedies,  sue in equity for specific  performance of each of the Consultants
and, in connection  with any such suit,  the  Consultant  and  Consultants  each
expressly  waives the defense therein that the Company has an adequate remedy at
law.

     13.  Interpretation.  It is the desire and intent of the  parties  that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement  is  sought.  Accordingly,  if  any  particular  provision  of  this
Agreement  shall be adjudicated to be invalid or  unenforceable,  such provision
shall be deemed amended to delete there from the portion thus  adjudicated to be
invalid  or  unenforceable,  such  deletion  to apply  only with  respect to the
operation  of such  provision  in the  particular  jurisdiction  in  which  such
adjudication  is  made.  In  addition,  if any  one or  more  of the  provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration,  geographical scope,  activity or subject, it shall be construed
by limiting and  reducing it so as to be  enforceable  to the extent  compatible
with the applicable law as it shall then appear.

     14. Entire Agreement;  Modification; Waiver. This Agreement constitutes the
entire agreement between the parties  pertaining to the subject matter contained
in it and supersedes all prior agreements,  representations  and  understandings
between the parties. No supplement,  modification or amendment of this Agreement
shall be binding unless executed in writing by both parties. No waiver of any of
the  provisions  of this  Agreement  shall be deemed to, or shall  constitute  a
waiver of, any other  provisions,  whether or not similar,  nor shall any waiver
constitute a continuing  waiver.  No waiver shall be binding unless  executed in
writing by the party making the waiver.

     15.  Notices.  All  notices,  requests,  demands  or  other  communications
required or desired to be given  hereunder shall be in writing and shall be sent
by registered or certified mail, with return receipt  requested,  with a copy by
facsimile  transmission  to the  following  address  (or as  the  parties  shall
otherwise direct in writing):

         If to Company, to:             Applied DNA Sciences, Inc.
                                        9229 West Sunset Boulevard

                                       10
<PAGE>
                                        Suite 830
                                        Los Angeles, CA 90069
                                        Attn: Peter Brocklesby, President
                                        Fax: 310-860-1303

         With a copy to:                Sichenzia Ross Friedman Ference LLP
                                        1065 Avenue of the Americas
                                        21st Floor
                                        New York, New York 10018
                                        Attn: Andrea Cataneo, Esq.
                                        Fax: 973-442-9933

         If to Consultant, to:          Biowell Technology Inc.
                                        18F, No. 959
                                        Chung Cheng Road
                                        Chungho City, Taipei County
                                        Taiwan 235, ROC
                                        Fax: 886-2222-15258

     16.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance  with, the local law of the State of California.  If any term of this
Agreement  is  found  to  invalid  by a court  of  competent  jurisdiction,  the
remaining terms and conditions shall remain in full force and effect.

     17. Arbitration;  Jurisdiction.  Any dispute,  controversy or claim arising
out of or  relating  to this  Agreement  or any other  agreement  or  instrument
contemplated  hereby  or  entered  into  in  connection  herewith  or any of the
transactions  contemplated  hereby  or  thereby  shall be  resolved  by  binding
arbitration. The arbitration shall be conducted by a single arbitrator who shall
administer  the  arbitration  under  the  then  current  commercial  rules.  The
arbitration  shall take place in Los  Angeles,  California.  The parties  hereto
irrevocably  submit to the exclusive  jurisdiction  of such entity.  The parties
hereby irrevocably waive, to the fullest extent permitted by applicable law, any
objection  which  they may now or  hereafter  have to the laying of venue of any
such  dispute  brought in such venue or any  defense  of  inconvenient  forum in
connection therewith.

     18.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which be deemed an original,  but all of which when taken
together shall constitute one and the same Agreement.

     19. Non-Assignability. This agreement shall not be assignable by Consultant
or  Consultants  without  the  express  written  consent  of the  Company.  This
Agreement supersedes any and all written and oral agreements between the parties
hereto.


                  [Remainder of page intentionally left blank]


                                       11
<PAGE>

     IN WITNESS WHEREOF,  the parties have executed and delivered this Agreement
as of the day and year first above written.


                            For: APPLIED DNA SCIENCES, INC.


                            By: /s/ PETER BROCKLESBY
                                --------------------
                                Name: Peter Brocklesby
                                Title:   President



                            By: /s/ ROB HUTCHISON
                                -----------------
                                Name: Rob Hutchison
                                Title: Chairman & CEO


                             For: TIMPIX INTERNATIONAL LIMITED

                            By: /s/ JUN-JEI SHEU
                                ----------------
                                Name: Dr. Jun Jei Sheu, Ph.D.
                                Title:   Consultant


                            By: /s/ BENAJMIN LIANG
                                ------------------
                                Name: Dr. Benjamin Liang, Ph.D.
                                Title: Consultant


                            By: /s/ JOHNSON CHEN
                                ----------------
                                Name: Dr. Johnson Chen, Ph.D.
                                Title: Consultant


                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>july2120058kex104.txt
<TEXT>

Exhibit 10.4

                         trilogy capital partners, inc.


                              Letter of Engagement
                           Applied DNA Sciences, Inc.
                                  June 20, 2005


The following  sets forth the agreement  for the  engagement of Trilogy  Capital
Partners,  Inc.  ("Trilogy")  by  Applied  DNA  Sciences,  Inc.  ("APDN"  or the
"Company"):


Term and            Twelve months, commencing as of the date set forth above
Termination         (the "Initial Term"), and terminable thereafter by either
                    party upon 30 days' prior written notice.

Objective           The development and implementation of a proactive marketing
                    program to increase the awareness of APDN and generate a
                    significant increase in liquidity and market capitalization.
                    In addition, upon request, Trilogy will advise APDN in
                    business development and strategic advisory services.

The Program         Trilogy will structure and implement a marketing program
                    designed to create extensive financial market and investor
                    awareness for APDN to drive long-term shareholder support.
                    The core drivers of the program will be to create
                    institutional and retail buying in the Company's stock
                    through a proactive sales and marketing program emphasizing
                    technology-driven communications, coupled with 1-to-1
                    selling and leveraging APDN's image to attract additional
                    long term investors and to create additional opportunities
                    in M&A and Business Development. As share price is affected
                    by various factors, Trilogy can give no assurance that the
                    marketing program will result in an increase in APDN's stock
                    price.

                    Trilogy understands that during any period in which the
                    Company is in "registration" for a public offering of
                    securities under the Securities Act of 1933, and during the

<PAGE>
                    distribution of such securities, the Company's investor
                    relations and marketing efforts will be severely limited.
                    However, it will be the responsibility of the Company (with
                    the advice of its securities counsel) to determine what
                    investor relations and financial marketing efforts are
                    permissible and non-permissible during such periods, and
                    Trilogy will follow the direction of the Company and its
                    securities counsel.

Responsibilities    In addition to marketing and financial public relations,
                    Trilogy will assume the responsibilities of an in-house
                    Investor Relations Officer for APDN on a full turnkey basis,
                    including the generation of corporate and shareholder
                    communications, retail and institutional investor contact
                    and media. Trilogy will work in conjunction with the
                    Company's management, securities counsel, investment bankers
                    and auditors and under supervision of management. The
                    content is as follows:

                    o Campaign Development and Execution
                    o Press Announcements: drafting, approval and distribution
                    o Database Development and Management
                    o Image Analysis: recommendations and implementation
                    o Messaging: institutional and retail
                    o Online presentations: drafting and production
                    responsibilities
                    o Website Overhaul - installation and maintenance of auto IR
                      program
                    o Email messaging: targets: Retail and Institutional/Other
                      databases
                    o Media including Interactives and PowerPoints
                    o Direct Mail: shareholder, media, APDN relationship
                      universe
                    o Public Relations
                    o Capital Conferences

                    Trilogy will not publish or publicly release any press
                    release or other document ("IR Documents") regarding the
                    Company that has not been approved in writing by the
                    Company. The Company assumes responsibility for the accuracy
                    and completeness of all IR Documents and the compliance of
                    such Documents with applicable laws, rules and regulations.
                    The Company agrees that Trilogy has no obligation or duty to
                    verify the accuracy or completeness of the IR Documents.

Fees                $12,500 per month, with first payment due on execution.
                    Wiring information is set forth below.


                                       2
<PAGE>
Equity              APDN has concurrently herewith issued to Trilogy 7,500,000
Compensation        Warrants. Each Warrant represents the right to purchase one
                    share of Common Stock for $0.55 per share at any time
                    through the third year following issuance. The Company
                    agrees to file a Registration Statement with the Securities
                    and Exchange Commission registering the shares underlying
                    the Warrants no later than the earlier to occur of: (i) 15
                    days following the effectiveness of the Company's current
                    registration statement on Form SB-2 (File No. 333-122848)
                    and (ii) September 19, 2005.

Marketing           To support the financial marketing program, APDN
Budget              acknowledges that it will incur certain third party
                    marketing costs. Trilogy will not incur these costs on
                    behalf of the Company except with the approval of the
                    Company or pursuant to a budget approved by the Company
                    (which budget shall not be more than $200,000 unless
                    approved by an officer of the Company). The Company shall
                    have no obligation to reimburse Trilogy for any third party
                    marketing cost that exceeds the approved budget or is
                    otherwise not approved by the Company. The Company
                    understands that prompt payment of these costs is vital to
                    the on-going investor relations program, and therefore shall
                    pay these costs promptly upon invoice, to Trilogy (to enable
                    Trilogy to promptly reimburse these third parties). The
                    Company shall indemnify and hold Trilogy harmless from any
                    losses, claims, costs, expenses, liabilities and damages
                    from failure to timely pay these third party marketing
                    costs.

Indemnification     The Company agrees to provide the indemnification set forth
                    in "Exhibit A" attached hereto.

Corporate           The obligations of Trilogy are solely corporate obligations,
Obligations         and no officer, director, employee, agent, shareholder or
                    controlling person of Trilogy shall be subject to any
                    personal liability whatsoever to any person, nor will any
                    such claim be asserted by or on behalf of any other party to
                    this Agreement.

Additional          If Trilogy is called upon to render services directly or
Services            indirectly relating to the subject matter of this Agreement,
                    beyond the services contemplated above (including, but not
                    limited to, production of documents, answering
                    interrogatories, giving depositions, giving expert or other
                    testimony, whether by agreement, subpoena or otherwise), the
                    Company shall pay to Trilogy a reasonable hourly rates for

                                       3
<PAGE>
                    the persons involved for the time expended in rendering such
                    services, including, but not limited to, time for meetings,
                    conferences, preparation and travel, and all related costs
                    and expenses and the reasonable legal fees and expenses of
                    Trilogy's counsel.

Survival of         The Sections entitled "Indemnification" (including "Exhibit
Certain             A"), "Corporate Obligations" and "Additional Services" shall
Provisions          survive any termination of this Agreement and Trilogy's
                    engagement pursuant to this Agreement. In addition, such
                    termination shall not terminate Trilogy's right to
                    compensation accrued through the date of termination and for
                    reimbursement of expenses (including third party marketing
                    costs). Any purported termination of this Agreement by the
                    Company prior to the end of the Initial Term, or any
                    termination by Trilogy as a result of non-payment or other
                    material breach by the Company (including the failure to pay
                    third-party marketing costs), shall not terminate Trilogy's
                    right to the fees through the entire Initial Term (as
                    Trilogy's time and commitment are expected to be greater in
                    the first part of its engagement).

Services/Costs      The compensation paid to Trilogy under this Agreement will
                    cover all costs for Trilogy personnel. Travel and
                    entertainment costs for Trilogy personnel, in addition to
                    certain third-party costs, will be borne by the Company.
                    Trilogy will provide reasonable documentation to support
                    reimbursement claims. Trilogy will not incur any particular
                    reimbursable cost of $500 or more without the written
                    approval from the Company. These reimbursable costs are not
                    third-party marketing costs under "Marketing Budget."

Attorneys' Fees     If any action or proceeding is brought to enforce or
                    interpret any provision of this Agreement, the prevailing
                    party shall be entitled to recover as an element of its
                    costs, and not its damages, reasonable attorneys' fees to be
                    fixed by the court.

Governing Law       California, without giving
                    effect to the principles of conflicts of law thereof.

               --------------------------------------------------

                         [Signatures on following page.]


                                       4
<PAGE>
Agreed and Accepted:

Applied DNA Sciences, Inc.                   Trilogy Capital Partners, Inc.


By   /s/ PETER BROCKLESBY                    By   /s/ PAUL KARON
     --------------------                         --------------
         Peter Brocklesby                             Paul Karon
         President                                    President



By   /s/ KARIN KLEMM
     ---------------
         Karin Klemm
         COO / CFO



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>july2120058kex991.txt
<TEXT>
Exhibit 99.1

From the Desk of:

                              R. B. (Rob) Hutchison
                              3489 Canterbury Place
                            Surrey BC Canada V3S 0G8

             To the Board of Directors of Applied DNA Sciences Inc.

                                                                 July 15, 2005

Dear Sirs;

Pursuant to my notification in January of this year (2005) this letter shall
serve as my resignation from my positions as both Chairman and CEO of Applied
DNA Sciences Inc. In January of this year I notified you of my intentions to
resig and at the request of the board I consented to stay on until the Biowell
transaction could be completed. As this has now taken place I herein surrender
my roles to Dr. Sheu with great honor.

In June 2004 when I passed the day to day operations of the company to Mr.
Brocklesby, I did so with ease and can say that he has done a fine job with
overseeing the company since June 22, 2004.

It is now time for me to move on and let Dr. Sheu take the reins and I do so
with out remorse or objection to the corporation in any way. I leave with no ill
will to any member of the board or any ill will toward the company or its
management staff. I wish the corporation well and I am more than prepared to
help the company in anyway, be it in a formal advisory or informal advisory
capacity.

To all the staff, management and Board I will you well.

Sincerely,

/s/ ROB HUTCHISON
- -----------------
    ROB HUTCHISON
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
