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<SEC-DOCUMENT>0001013762-05-001405.txt : 20051027
<SEC-HEADER>0001013762-05-001405.hdr.sgml : 20051027
<ACCEPTANCE-DATETIME>20051027171209
ACCESSION NUMBER:		0001013762-05-001405
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20051017
ITEM INFORMATION:		Entry into a Material Definitive Agreement
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:		20051027
DATE AS OF CHANGE:		20051027

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:		051160708

	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>oct2720058k.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): October 17, 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 830, 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

     We have entered into a lease agreement, effective November 1, 2005, to move
our  headquarters  to the  campus of the State  University  of New York at Stony
Brook. Our new address will be 25 Health Sciences Drive, Suite 113, Stony Brook,
New York 11790.  Pursuant to the lease  agreement,  we have rented  2,500 square
feet of office and laboratory  space,  comprising Suites 112, 113 and 115 at our
new  address.  Term term of the lease is for one year,  at a rent of $50,000 for
the year,  payable in equal monthly payments of $4,166. In addition,  our energy
surcharge will be $520.83 per month.

     On October 18, 2005, we entered into an Independent  Contractor's Agreement
(the  "Agreement") with Ms. Karin Klemm, our former Chief Financial Officer (see
Item 5.02  below),  pursuant  to which Ms.  Klemm  will  continue  to assist the
Company with its pending  registration  statement  and the annual report for the
fiscal year ended September 30, 2005 (the "Projects").  The Agreement terminates
upon the earlier of January 15, 2006 or the completion of the Projects. Pursuant
to the Agreement,  we agree to pay Ms. Klemm a per diem rate of $500 per day for
work  done in the  State of  California  and  $750 per day for work  done at the
Company's request outside the state of California.

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

Resignation of Michael Hill

     On October 20, 2005,  Mr. Michael Hill, a member of the board of directors,
resigned as a director, effective immediately, to pursue other interests.

Resignation of Karin Klemm

     On October 17, 2005, Ms. Karin Klemm, our Chief Financial Officer, resigned
effective immediately.  Ms. Klemm resigned because she is unable to re-locate to
New York, where the Company is moving its headquarters.  Dr. James Hayward,  our
current Chief  Executive  Officer,  will assume the role of Principal  Financial
Officer and Principal Accounting Officer until the Company is able to hire a new
CFO.

Item 9.01 Financial Statements and Exhibits.

  (c)  Exhibits.

Exhibit Number                    Description
- --------------------------------------------------------------------------------
10.1                Lease  Agreement,  effective as of November 1, 2005,  by and
                    between  Applied  DNA  Sciences,  Inc.  and Long Island High
                    Technology Incubator, Inc.
10.2                Consulting  Agreement,  dated as of October 18, 2005, by and
                    between Applied DNA Sciences, Inc. and Karin Klemm
99.1                Letter of Resignation from Michael Hill
99.2                Letter of Resignation from Karin Klemm


                                       2
<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: October 27, 2005                           /s/ PETER BROCKELSBY
                                                 --------------------
                                                 Peter Brockelsby
                                                 President

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>oct2720058k101.txt
<TEXT>
Exhibit 10.1






                               AGREEMENT OF LEASE


                   LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.



                                   Applied DNA


                         November 2005 thru October 2006


<PAGE>

                               AGREEMENT OF LEASE

This Lease dated this First day November 2005 is by and between LONG ISLAND HIGH
TECHNOLOGY INCUBATOR,  INC., a nonprofit educational  corporation existing under
the laws of the  State of New  York,  having  its  principal  place of  business
located at 25 Health Sciences Drive, Stony Brook, New York, hereinafter referred
to as "Landlord," and Applied DNA, a New York  Corporation  having its principal
place of business  located at Suites 112, 113 and 115, 25 Health Sciences Drive,
Stony Brook, New York (hereinafter referred to as "Tenant")

          WHEREAS,  by terms of a certain  ground  lease  Agreement  between the
State University of New York and LANDLORD,  the State University of New York has
granted to LANDLORD the authority to construct a facility on certain land on the
campus of Stony Brook,  hereinafter referred to as the "Incubator," and to lease
space in such facility for emerging  high  technology  enterprises,  such space,
specifically  Suites  # 112,  113 and  115,(2500  sq.  feet)  is the  designated
premises under this Lease; and

          WHEREAS,   the  Tenant  has  developed  competence  and  expertise  in
technical matters relating to DNA encryption (as hereinafter defined; and

          WHEREAS, LANDLORD wishes to promote and foster economic development in
the Field, and

          WHEREAS, LANDLORD wishes to make available to the faculty and students
at  the  State  University  of  New  York  at  Stony  Brook  ("USB")  additional
opportunities for practical application and study in the Field; and

          WHEREAS,  the Tenant  qualifies  as a start-up  company in the area of
biotechnology,  as provided in the  January  22,  1986  Resolution  of the State
University  of New York  Board of  Trustees  and the  Incubator  Guidelines  and
Procedures of the State  University of New York at Stony Brook (see appendix A);
and

          WHEREAS,  Tenant has agreed to provide  information  on  revenues  and
employment for a period of 5 years following graduation from the program; and

          WHEREAS,  Tenant wishes to stimulate future companies in the Incubator
program and will make every effort to contribute to the Incubator corporation in
some fashion following graduation; and

NOW,  THEREFORE,  in consideration of ten ($10.00) dollars and good and valuable
consideration, Landlord and Tenant hereby agree as follows:

<PAGE>
1.       Grant
Landlord hereby leases to Tenant,  and Tenant hereby leases from Landlord,  upon
and subject to the terms and  conditions  contained  herein,  the  Premises  (as
hereinafter defined)

2.       Premises
The Premises are more  particularly  described in Exhibit "A" annexed hereto and
made a part hereof [the  "Premises"].  Under State  University Board of Trustees
resolution  of January 22, 1986 and further  referenced  in paragraph (b) of the
Patents and Inventions  Policy of State  University of New York dated  September
19, 1979, and amended  November 16, 1988 such  facilities are considered  Tenant
facilities  and not State  University  facilities  for  purposes  of patent  and
copyright ownership.

3.       Term
     a)   The terms of this Lease shall be for one year  commencing  November 1,
          2005 and ending October 31, 2006,  provided  however that in the event
          that the Landlord determines in its sole discretion that the Incubator
          project is  abandoned  or that an order is received  from a government
          agency to vacate the Premises,  the ending date may be  accelerated to
          such date as determined to be reasonable by the Landlord.

4.       Rent
     a)   The rent payable  hereunder  is $50,000  which sum shall be payable in
          monthly  installments  of  $4,166.00  on the first  day of each  month
          during the term. Rent payable by Tenant under this Lease shall be paid
          when due without  prior demand  therefore,  without any  deductions or
          setoffs or  counterclaims  whatsoever.  The energy  surcharge  will be
          $520.83 per month.
     b)   Tenant shall pay before  delinquency all taxes,  assessments,  license
          fees and public charges levied,  assessed or imposed upon its business
          operation,  as well as upon its leasehold  interest,  trade  fixtures,
          furnishings,   equipment,   leasehold  improvements  made  by  Tenant,
          alterations,  changes and additions  made by Tenant,  merchandise  and
          personal  property of any kind owned,  installed or used by Tenant in,
          on or upon the Premises.  Tenant shall be  responsible  for making any
          necessary  returns for and paying any other property taxes  separately
          levied or assessed against the  improvements  constructed by Tenant on
          the Premises.

5.       Indemnification and Hold Harmless

     a)   Tenant agrees to save Landlord  harmless from, and indemnify  Landlord
          against, any and all injury, loss or damage and any and all claims for
          injury, loss or damage,  caused by, resulting from, or claimed to have
          been caused by or to have  resulted  from (i) the use,  occupancy,  or
          enjoyment of the Premises or (ii) any act,  omission or  negligence of
          Tenant or anyone claiming under Tenant (including, without limitation,
          employees, contractors, invitees, successors and assigns or Tenant).

          i)   Comprehensive  general  liability  insurance  in  the  amount  of
               $2,000,000  combined  single  limit.  Such policy  shall name the
               Landlord,  SUNY at Stony  Brook,  and the State of New York as an
               additional insured and loss payee.
          ii)  Workers  Compensation  Insurance  and New York  State  Disability
               Insurance in amounts required under New York State laws.
<PAGE>
     b)   All policies of insurance provided for in this Section shall be issued
          in a form acceptable to Landlord by insurance  companies  qualified to
          do business in the State of New York. Each such policy shall be issued
          in the names of Landlord and Tenant and any other party listed  above.
          Said policies shall be for the mutual and joint benefit and protection
          of Landlord  and Tenant and any such other  parties in  interest,  and
          executed  copies of each such  policy of  insurance  or a  certificate
          thereof  shall be delivered  to each of Landlord  within ten (10) days
          after delivery of possession of the Premises to Tenant and renewals or
          replacements  thereof  shall be so delivered at least thirty (30) days
          prior to the  expiration  of each said  policy.  All such  policies of
          insurance  shall  contain a provision  that the company  writing  said
          policy  will give to  Landlord  and other said  parties in interest at
          least ten (10) days prior written notice of any  cancellation,  lapse,
          or  reduction in the amounts of  insurance.  All such  policies  shall
          contain a  provision  that  Landlord  and any such  other  parties  in
          interest, although named as an insured, shall nevertheless be entitled
          to recover  under said  policies  for any loss  occasioned  to it, its
          servants, agents and employees by reason of the negligence of Tenant.

     c)   Tenant  shall not do nor suffer to be done,  nor keep nor suffer to be
          kept,  anything  in,  upon or  about  the  Premises  which  could  (i)
          contravene Landlord's policies insuring against loss or damage by fire
          or other hazards,  (ii) prevent  Landlord from procuring such policies
          from  companies  acceptable to Landlord (iii) cause an increase in the
          insurance  rates upon any portion of the Premises.  If Tenant violates
          any  prohibition  provided for in the first  sentence of this Section,
          Landlord  may without  notice to Tenant,  correct the same at Tenant's
          expense.  Tenants shall pay to Landlord as additional  rent  forthwith
          upon  demand the amount of any  increase  in  premiums  for  insurance
          resulting  from any  violation of the first  sentence of this Section,
          even if Landlord  shall have consented to the doing of, or keeping of,
          anything on the Premises which  constituted  such a violation (but the
          payment of such  additional  rent shall not entitle  Tenant to violate
          the provisions of the first sentence of this paragraph.)

 6.      Security
     a)   Tenant shall have deposit with  Landlord a security  deposit  equal to
          two (2) months rent.
     b)   If Tenant  pays the rent and  performs  all of its  other  obligations
          under this  Lease,  Landlord  will  return the unused  portion of this
          security deposit with thirty (30) days after the end of the term.

7.       Services
Landlord  shall  provide  the  following  services  to Tenant all  ordinary  and
necessary  water,  gas, and electrical  services,  heat and sewage  services for
Tenant.  ROLM telephone  services will be provided in accordance with USB policy
at the expense of the Tenant.  Tenant may avail itself of other campus  services
at the established third-party rates.

Tenant  understands  and agrees that services  offered by USB to Tenant shall be
equivalent  to those  provided to campus  academic and  administrative  offices,
unless otherwise agreed in writing by both parties. All activities of the Tenant
involving  facilities  and services of USB will be  consistent  with  applicable
policies and guidelines of USB.
<PAGE>

8.       Use of Premises
     a)   Tenant  may only use the  Premises  for an  office  or  laboratory  in
          accordance  with the terms hereof and the rules and regulations now or
          hereafter adopted by Landlord for the Incubator.
     b)   Tenant agrees to keep the Premises in good order and condition  during
          the term of this agreement.
     c)   Tenant shall use the  Premises  only in  connection  with the Tenant's
          business,  as such  business was  described and presented to Judith M.
          McEvoy or the Tenant  Selection and Review  Committee and for no other
          business without Landlord's prior, written consent.
     d)   Tenant  specifically agrees not to hold itself out as representing the
          State  of New  York,  The  State  University  of New  York,  or USB in
          connection  with the use of  State-owned  property to which this Lease
          relates,  nor  shall  the name of the  State of New  York,  the  State
          University  of New  York,  or USB be used by  Tenant  for any  purpose
          without prior, specific written approval of the party whose name is to
          be used.
     e)   Tenant  shall  meet  with  Landlord  at  least  annually,  at  a  time
          determined  by  Landlord,  for the purpose of  reviewing  the Tenant's
          business  plan or part thereof and compare the proposed plan of action
          against reality. Should the Tenant fail to develop a business plan the
          lease will not be renewed.
     f)   Tenant will  contract  through the  Research  Foundation  of the State
          University of New York for any business and research-related  tasks to
          be  performed  by  faculty  or  staff  of  USB  utilizing   University
          facilities.  Faculty and staff are permitted to consult with Tenant in
          accordance  with the policies and  guidelines of Foundation and USB as
          stated in State  University  of New York at Stony  Brook  Faculty  and
          Professional Employee Handbook,  page 44. Outside Consulting Work (see
          Appendix A).
     g)   Tenant  may  submit  proposals  for  collaborative  efforts  and joint
          ventures  to USB  for  mutual  benefit.  Accepted  proposals  will  be
          administered  by separate  contracts which shall in no way diminish or
          change any  provision of this Lease.  The failure of Tenant to fulfill
          its  obligations  herewith or the breach of any of the terms hereof or
          any  misrepresentation  made by Tenant in  connection  with this Lease
          shall  constitute  a default  hereunder  and  Landlord  shall have the
          right, at its option,  to terminate this Lease, in addition to any and
          all other remedies and rights available to it in equality and at law.

9.       Right of Entry
     a)   Landlord or  Landlord's  agents shall have the right (but shall not be
          obligated) to enter the Premises in any emergency at any time, and, at
          other reasonable  times, to examine the same and to make such repairs,
          replacements  and  improvements  as Landlord  may deem  necessary  and
          reasonably  desirable to the  Premises or to any other  portion of the
          Building or which  Landlord may elect to perform.  Throughout the term
          hereof  Landlord  shall  have  the  right  to enter  the  Premises  at
          reasonable  hours for the  purpose  of showing  the same to  visitors,
          prospective  purchasers or mortgagees of the Building,  and during the
          last six months of the term for the  purpose  of  showing  the same to
          prospective  tenants.  If Tenant is not  present to open and permit an
          entry into the Premises,  Landlord or Landlord's  agents may enter the
          same whenever such entry may be necessary or permissible by master key
          or forcibly  and  provided  reasonablecare  is  exercised to safeguard
          Tenant's property, such entry shall not render Landlord or; its agents
          liable  therefore  nor in any event  shall the  obligations  of Tenant
          hereunder be affected.
<PAGE>
     b)   Tenant  agrees  that  Landlord  may conduct  construction  work in the
          immediate area surrounding the demised Premises.  Landlord agrees that
          it will exercise good faith efforts to conduct such  construction work
          so as not to unreasonably interfere with Tenant.

10.      No Assignment or Sublease
Due to the fact that the LIHTI  Incubator is intended to benefit  specific types
of  companies  in  the  developmental   stages,  and  because  Tenant  has  been
specifically  approved for participation in the LIHTI Incubator project,  Tenant
agrees that it cannot  assign this  agreement  or sublease  the Premises nor any
portion thereof without Landlord's consent,  which may be granted or withheld in
Landlord's sole discretion.


11.      Alterations
Tenant  may  make  no  changes  in or to  the  Premises  of any  nature  without
Landlord's  prior written  consent.  All fixtures and all paneling,  partitions,
railings and like  installations,  installed in the Premises at any time, either
by Tenant or by Landlord on Tenant's behalf,  shall, upon  installation,  become
the  property of Landlord  and shall  remain  upon and be  surrendered  with the
Premises unless Landlord, by notice to Tenant no later than twenty days prior to
the date fixed as the termination of this Lease, elects to relinquish Landlord's
right thereto and to have them removed by Tenant,  in which event the same shall
be removed from the Premises by Tenant prior to the  expiration of this Lease at
Tenant's  expense.  Upon  removal of such  installations  as may be  required by
Landlord,  Tenant shall  immediately and at its expense,  repair and restore the
Premises to the condition  existing prior to installation  and repair any damage
to the Premises or the Building due to such removal.  All property  permitted or
required  to be  removed  by  Tenant  at the end of the  term  remaining  in the
Premises  after  Tenant's  removal  shall be deemed  abandoned  and may,  at the
election  of  Landlord,  either be  retained  as  Landlord's  property or may be
removed from the Premises by Landlord, at Tenant's expense.

12.      Rules and Regulations
Tenant  agrees to adhere to and abide by any rules and  regulations  that may be
adopted or modified by the Landlord.

               1. Tenant shall not install any signage;  awnings or structure of
               any kind  whatsoever  in the interior or exterior of the Building
               without Landlord's written consent.

               2. Tenant shall not connect any apparatus, equipment or device to
               the water,  plumbing,  HVAC lines  without  first  obtaining  the
               written consent of the Landlord.

               3.  Tenant  shall not operate any  electric  powered  machines or
               equipment,  except  normal  office  equipments  such as  copiers,
               calculators,  personal computers, or dictating equipment, without
               first obtaining the written consent of the Landlord.
<PAGE>
               4. Tenant  shall not operate or permit to be operated any musical
               or sound-producing device, which may be heard outside of Tenant's
               Premises.

               5.  Tenant   shall  not  bring  or  permit  to  be  brought  into
               thebuilding  any animals or birds whether alive or dead.  USB has
               an authorized animal control facility for such use.

               6. No toxic or  hazardous  substances  shall  be used  stored  or
               brought into the Building by Tenant.

               7.  Tenant  shall first  obtain the written  approval of Landlord
               before  hiring  any  contractors  or   installation   technicians
               rendering any Building  services  including,  but not limited to,
               installation  of electrical  devices and  installation of any and
               every  nature  affecting  floors,  ceilings,  equipment  or other
               physical  portions  or  services  of  the  Building.  No  outside
               telecommunications service or provider will be used.

               8.  Tenant  assumes  all risk of damage  to any and all  articles
               moved  or  installed,  as well as all  injury  to any  person  or
               property  in  such  movement,  and  hereby  agrees  to  indemnify
               Landlord against any loss resulting therefrom.

               9.  Landlord  shall  not be  responsible  for any loss or  stolen
               property,  equipment,  money, jewelry from the leased Premises or
               the public areas of the Building or grounds.

               10. Landlord shall have the right to determine the maximum weight
               and proper  position  of any heavy  equipment,  including  safes,
               large files, etc. that are to be placed in the Building, and only
               those which,  in the opinion of the Landlord,  will not do damage
               to the  floors,  structures  or  elevators  may be moved into the
               Building.

               11.  Tenant  shall  not  allow  any  violation  of fire or safety
               regulations. Tenant agrees at its own expense to comply with, and
               to  indemnify  and hold  Landlord  harmless  with  respect to any
               violation of, all  recommendations  and requirements with respect
               to the  Premises,  or  its  use or  occupancy,  of the  insurance
               underwriters  or any  similar  public or  private  body,  and any
               governmental authority,  having jurisdiction over insurance rates
               with respect to the use or occupancy of the Building.

               12.  Appliances  including  but  not  limited  to  refrigerators,
               freezers,   cooking  equipment  (microwaves)  are  not  permitted
               without first obtaining the written consent of the Landlord.
<PAGE>
13.      Mechanics' Liens
Tenant  will not  permit  to be  created  or to  remain  undischarged  any lien,
encumbrance  or charge  arising  out of any work done or  materials  or supplies
furnished by any contractor,  mechanic,  laborer or materialman by or for Tenant
or any mortgage,  conditional sale,  security agreement or chattel mortgage.  If
any such lien shall be filed  against the Building or any part  thereof,  Tenant
will cause the same to be discharged of record by payment,  deposit, bond, order
of a court of competent  jurisdiction or otherwise within thirty (30) days after
the filing thereof. If Tenant shall fail to cause such lien or notice of lien to
be discharged within the period aforesaid,  then, in addition to any other right
or remedy Landlord may, but shall not be obligated to, discharge the same either
by paying the amounts  claimed to be due or by procuring  the  discharge of such
lien by deposit or by bonding  proceedings  and in any such event Landlord shall
be entitled,  if Landlord so elects,  to compel the prosecution of an action for
the  foreclosure of such lien by the lienor and to pay the amount of judgment in
favor of the lienor with the interest, costs and allowances.  Any amount so paid
by Landlord and all costs and expenses,  including  attorney's fees, incurred by
Landlord in connection  therewith,  shall constitute  Additional Rent payable by
Tenant under this Lease and. Shall be paid by Tenant to Landlord on demand.

14.      Termination
     a)   This Lease shall be terminated by:
                    i)   expiration of this agreement or
                    ii)  revocation by the Landlord.

     b)   In the event this  agreement  is  terminated  and the Tenant  fails to
          vacate the Premises,  the Tenant agrees to pay holdover  rental in the
          amount of $24 per square foot of the  Premises  and  allocated  Common
          Area Space.

15.      Notice
     a)   Any  Notice  hereunder  must be in a  signed  writing  and  served  by
          certified mail, return receipt requested as follows:


                    i)  Landlord:    Long Island High Technology Incubator, Inc,
                                     Box 100, 25 Health  Sciences  Drive
                                     Stony  Brook,  New York  11790-3350
                                     Attn.: Manager

                    ii) Tenant:      Applied DNA
                                     Box 113, 25 Health Sciences Drive,
                                     Stony Brook, NY 11790-3350

16.      No Encumbrances
Tenant agrees that it cannot  mortgage nor encumber the Premises nor any portion
thereof.

17.      Default
     a)   Failure  of  Tenant  to pay  rent by the 5th  day of any  month  or to
          otherwise adhere to the terms and conditions herein shall be deemed an
          event of default.
     b)   Landlord's Remedies.  If any Event of Default occurs, then and in each
          such case,  Landlord may treat the occurrence of such Event of Default
          as a breach of this Lease, and in addition to any and all other rights
          or remedies of Landlord in this Lease or by law or in equity provided,
          Landlord shall have, in its option,  without  further notice of demand
          of any kind to Tenant or any other person:
<PAGE>
                    (i)  the right to terminate this Lease;
                    (ii) the right to bring suit for the  collection of Rent, as
                         it accrues  pursuant  to the terms of this  Lease,  and
                         damages (including without limitation

18.      No Modification
This Agreement may not be changed,  amended or modified except in a writing duly
executed by all parties herein.

19.      No Waiver
Failure of the Landlord to exercise a right or remedy to which it is entitled to
exercise pursuant to this agreement shall not be deemed a waiver of its right to
later exercise the right or remedy.


20.      Estoppel Certificates
Within ten (10) days after Tenant takes  possession  of the  Premises,  and from
time to time thereafter  within ten (10) days after request in writing there for
from  Landlord,  Tenant  agrees to execute and deliver to  Landlord,  or to such
other  addressee or addressees as Landlord may designate (and any such addressee
may rely  thereon),  a statement in writing in a form and substance  prepared by
Landlord,  certifying  (i) that this  Lease is  unamended  and in full force and
effect (or identifying  any  amendments,  (ii) whether either party hereto is in
default hereof (and  specifying  any such  default),  (iii) the date(s) to which
Rent has been paid,  and (iv) such other  matters as Landlord  shall  reasonably
request.  In the event that Tenant  fails to provide such  statement  within ten
(10) days after  Tenant takes  possession  of the Premises and from time to time
thereafter  within ten (10) days after  Landlord's  written  request  therefore,
Tenant does hereby irrevocably  appoint Landlord as  attorney-in-fact of Tenant,
coupled with an interest, in Tenant's name, place and stead so to do in each and
every case.

21.      Subordination
Tenant  agrees  that  this  Lease  and the  Tenant's  interest  herein  shall be
subordinate to any mortgage,  deed of trust,  ground or underlying lease, or any
method of financing or refinancing now or hereafter  placed against the Premises
and/or any or all of the  Building  of which the  Premises  is a part and/or the
land  upon  which the  Building  is  located;  and to all  renewals,  increases,
modifications, replacements, consolidations and extensions thereof. Upon request
of  Landlord,  Tenant  agrees to execute and deliver  any and all  documents  as
Landlord shall request to evidence such subordination as aforesaid.

22.      Destruction
In the event of the  destruction  of the Building to such a degree that Landlord
shall elect to demolish or substantially  renovate or rehabilitate the Building,
Landlord shall have the right to terminate this Lease upon notice to Tenant.
<PAGE>
23.      Building Alterations and Management
Landlord  shall  have the right at  anytime  without  the same  constituting  an
eviction  and without  incurring  liability  to Tenant  therefore  to change the
arrangement and/or location of public entrances,  passageways,  doors, doorways,
corridors,  elevators, stairs, toilets or other public parts of the Building and
to change the name, number or designation by which the Building may be known.

There  shall be no  allowance  to Tenant for  dimmution  of rental  value and no
liability  on the part of  Landlord  by reason of  inconvenience,  annoyance  or
injury to business  arising from Landlord or other Tenants making any repairs in
the Building or any such alterations, additions and improvements.


         Long Island High Technology                 Applied DNA Sciences, Inc.
         Incubator, Inc.
         (Landlord)
         Judith M. McEvoy                            James A. Hayward, Ph.D.
         President                                   Chief Executive Officer

         By: /s/ JUDITH M. MCEVOY                    By: /s/ JAMES A. HAYWARD
         ------------------------                    -----------------------
         JUDITH M. MCEVOY                            JAMES A. HAYWARD
         Dated: October 24, 2005                     Dated: October 24, 2005






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>oct2720058k102.txt
<TEXT>
Exhibit 10.2

                        INDEPENDENT CONTRACTOR AGREEMENT

THIS  INDEPENDENT  CONTRACTOR  AGREEMENT  ("Agreement")  is entered  into by and
between APPLIED DNA SCIENCES, INC. a Nevada corporation with its offices located
at 9229 Sunset Blvd., Suite 830, West Hollywood, CA 90069 ("Company"), and Karin
Lise Klemm an individual  residing at 26500 W. Agoura Road Suite 870, Calabasas,
CA 91302 ("Contractor"),  effective October 18, 2005, for the purpose of setting
forth  the terms and  conditions  by which  Company  will  acquire  Contractor's
services on a temporary basis.

1.  Engagement of Services.

          1.1  Attached to this  Agreement  as Exhibit "A" is a statement of the
work to be performed by Contractor,  Contractor's rate of payment for such work,
the maximum price Company  shall be obligated to pay under this  Agreement,  the
specific Company facilit(ies) and work area(s) which shall be made accessible to
Contractor and such other terms and conditions as shall be deemed appropriate or
necessary for the performance of the work. Company is not obligated to issue any
additional orders for work by Contractor under this Agreement.


          1.2 Company has selected  Contractor to perform these  services to the
special order of the Company.  As a result,  Contractor  may not  subcontract or
otherwise assign his obligations  under this Agreement  without  Company's prior
consent.  Contractor  agrees to perform the services in a  professional  manner.
Contractor and the Company understand that the services rendered hereunder shall
be deemed "work for hire" within the meaning of the U.S.  Copyright  Act and the
Company shall be the author  thereof and owner of all rights therein and thereto
including the copyright thereof and all derivative works thereof  throughout the
world in all media now or hereafter known or devised in perpetuity.

2. Term. This Agreement shall commence upon execution  hereof and continue until
each of the services  provided by Contractor  under Exhibit "A" are completed or
January 15, 2006,  whichever is sooner.  This Agreement may be terminated at any
time in accordance with Section 6 hereunder.

3.  Compensation.  The Company will  compensate  the  Contractor as set forth in
Exhibit "B" for  services  rendered by  Contractor  pursuant to this  Agreement.
Contractor will be reimbursed for any reasonable,  approved expenses incurred in
connection  with the  performance of services under this Agreement and including
any and all  travel,  if  required  by  Company.  The  Company  will  compensate
Contractor  for services and will reimburse  Contractor for previously  approved
expenses, if any, within fifteen (15) days of the date of Contractor's invoice.

4. Independent Contractor  Relationship.  Contractor and the Company understand,
acknowledge,  and agree that Contractor's relationship with Company will be that
of an  independent  contractor in accordance  with the provisions of Nevada law,
and nothing in this  Agreement is intended to or should be construed to create a
partnership,  joint venture,  or employment  relationship.  Contractor is not an
agent of Company and is not  authorized to act on behalf of Company.  Consultant
will not be eligible for any employee benefits, nor will Company make deductions
from any amounts payable to Contractor for taxes.  Any and all tax  consequences
resulting from payment under this Agreement shall be the sole  responsibility of
Contractor.
<PAGE>
5. Trade Secret /Intellectual Property Rights.

     5.1  Disclosure.
          (a)  Contractor agrees to disclose promptly in writing to the Company,
               or  any  person  designated  by the  Company  all  work  product,
               including  but  not  limited  to  computer  programs,  processes,
               know-how and other  copyrightable  material,  that is  conceived,
               developed,  made or reduced to practice by Contractor  within the
               scope of the Project.

          (b)  Contractor  represents  that  his or her  performance  of all the
               terms  of  this  Agreement  does  not and  will  not  breach  any
               agreement  to  keep  in   confidence   proprietary   information,
               knowledge  or data of a  third  party  and  Contractor  will  not
               disclose  to the  Company,  or induce  the  Company  to use,  any
               confidential  or  proprietary   information  belonging  to  third
               parties unless such use or disclosure is authorized in writing by
               such owners.

     5.2  Confidential  Information.  Contractor  agrees during the term of this
     Agreement and thereafter to take all steps reasonably  necessary to hold in
     trust and  confidence  information  which he knows or has reason to know is
     considered confidential by Company ("Confidential Information"). Contractor
     agrees to use the Confidential  Information  solely to perform the services
     hereunder.  Confidential  Information  includes,  but  is not  limited  to,
     technical  and business  information  relating to Company's  inventions  or
     products,   research  and   development,   manufacturing   and  engineering
     processes, and future business plans. Contractor's obligations with respect
     to  the   Confidential   Information  also  extend  to  any  third  party's
     proprietary  or  confidential  information  disclosed to  Contractor in the
     course of providing  services to Company.  This obligation shall not extend
     to any  information  which becomes  generally  known to the public  without
     breach of this Agreement.  This obligation shall survive the termination of
     this Agreement.

     5.3  No Conflict of  Interest.  Contractor  agrees  during the term of this
     Agreement  not to  accept  work or  enter  into a  contract  or  accept  an
     obligation,  inconsistent or incompatible with Contractor's  obligations or
     the scope of services  rendered for Company under this Agreement  including
     but not limited to any work for other company's  working on the development
     or distribution of DNA markers or related technology.

     5.4  Return of Company's Property.  Contractor  acknowledges that Company's
     sole and  exclusive  property  includes  all  documents,  such as drawings,
     manuals, notebooks, reports, sketches, records, computer programs, employee
<PAGE>
     lists,  customer lists and the like in his custody or  possession,  whether
     delivered to Contractor by Company or made by Contractor in the performance
     of services under this  Agreement,  relating to the business  activities of
     Company or its customers or suppliers and  containing  any  information  or
     data whatsoever, whether or not Confidential Information. Contractor agrees
     to  deliver   promptly  all  of  Company's   property  and  all  copies  of
     Contractor's  property in  Contractor's  possession  to Company at any time
     upon Company's request.

     5.5  Work for Hire; Ownership of Work Product.

          (a)  "Work Product" means the computer software, designs, discoveries,
               works   of   authorship,   formulae,   processes,   manufacturing
               techniques, graphic design, interfaces, inventions,  improvements
               and ideas  solely or jointly  conceived,  developed or reduced to
               practice by  Contractor  during the Project.  The Company and the
               Contractor   understand,   acknowledge  and  agree  that  all  of
               Contractor's  work product shall be deemed "work for hire" within
               the meaning of the U.S. Copyright Laws and that the Company shall
               be deemed the Author  thereof and Owner of all rights therein and
               thereto,  including without  limitation the copyright thereof and
               all derivative works thereto throughout the world in all media in
               perpetuity.

          (b)  To the  extent  any of  Contractor's  work  product is not deemed
               "work for hire",  Contractor hereby irrevocably assigns,  conveys
               and  otherwise  transfers  to the  Company,  and  its  respective
               successors and assigns,  all rights, title and interest worldwide
               in and to the Work Product and all  proprietary  rights  therein,
               including, without limitation, all copyrights, trademarks, design
               patents,  trade secret rights, moral rights, and all contract and
               licensing rights, and all claims and causes of action of any kind
               with  respect  to any of the  foregoing,  whether  now  known  or
               hereafter to become known.

          (c)  In the event Contractor has any rights in and to the Work Product
               that  cannot  be  assigned  to  the  Company,  Contractor  hereby
               unconditionally  and  irrevocably  waives the  enforcement of all
               such rights, and all claims and causes of action of any kind with
               respect  to  any  of  the  foregoing  against  the  Company,  its
               distributors  and  customers,  whether now known or  hereafter to
               become  known and  agrees,  at the  request  and  expense  of the
               Company and its respective  successors and assigns, to consent to
               and join in any  action to enforce  such  rights and to procure a
               waiver of such rights from the holders of such rights.

          (d)  In the event Contractor has any rights in and to the Work Product
               that  cannot be  assigned  to the  Company  and cannot be waived,
               Contractor   hereby  grants  to  Company,   and  its   respective
               successors  and assigns,  an exclusive,  worldwide,  royalty-free
               license  during the term of the rights to reproduce,  distribute,
               modify,  publicly perform and publicly display, with the right to
               sublicense  and  assign  such  rights in and to the Work  Product
               including,  without  limitation  the  right  to use  in  any  way
               whatsoever that Work Product. Contractor retains no rights to use
               the Work Product and agrees not to challenge  the validity of the
               ownership by the Company in the Work Product.
<PAGE>
          (e)  Contractor  agrees to assist the Company in any reasonable manner
               to  obtain  and  enforce  for  the  Company's   benefit  patents,
               copyrights,  and other property  rights covering the Work Product
               in any and all  countries.  Contractor  agrees to  execute,  when
               requested,   patent,   copyright,  or  similar  applications  and
               assignments to the Company, and any other lawful documents deemed
               necessary  by the  Company  to  carry  out  the  purpose  of this
               Agreement.  Contractor  further agrees that the  obligations  and
               undertaking  stated in this Section 5.5 (E) will continue  beyond
               the termination of Contractor's service to the Company.

          (f)  In the event that the Company is unable for any reason whatsoever
               to secure  Contractor's  signature  to any lawful  and  necessary
               document required to apply for or execute any patent,  copyright,
               or other applications with respect to any Work Product (including
               improvements, renewals, extensions,  continuations,  divisions or
               continuations  in part thereof),  Contractor  hereby  irrevocably
               designates  and  appoints  the  Company  and its duly  authorized
               officers and agents as his or her agents and attorneys-in-fact to
               act for and in his or her behalf and  instead of  Contractor,  to
               execute  and  file  any  such  application  and to do  all  other
               lawfully  permitted acts to further the  prosecution and issuance
               of patents,  copyrights  or other  rights  therein  with the same
               legal force and effect as if executed by Contractor.

6. Termination.

     6.1. Termination.  Either party may  terminate  this  Agreement at any time
          upon fifteen  (15) days prior  written  notice to the  non-terminating
          party.

7. General Provisions.

          (a)  This  Agreement  will be governed by and  construed in accordance
               will the laws of the United States and the State of California.

          (b)  This   Agreement   including  all  Exhibits  to  this   Agreement
               constitutes the entire agreement  between the parties relating to
               this  subject  matter and  supersedes  all prior or  simultaneous
               representations,   discussions,   negotiations   and  agreements,
               whether  written or oral.  No term or  provision  hereof  will be
               considered waived by either party and no breach excused by either
               party,  unless  such  waiver or consent  is in writing  signed on
               behalf of the party  against  whom the  waiver  is  asserted.  No
               consent  by either  party  to,  or waiver  of, a breach by either
               party, whether express or implied,  will constitute a consent to,
               waiver  of, or  excuse of any  other,  different,  or  subsequent
               breach by either party.  Contractor  may not assign his rights or
               obligations  arising under this Agreement without Company's prior
               written  consent.  Company may assign its rights and  obligations
               under this Agreement.

          (c)  This Agreement will be for the benefit of Company' successors and
               assigns  and  will  be  binding  on  Contractor's   heirs,  legal
               representatives and permitted assignees.
<PAGE>
          (d)  If any dispute  arises  between the parties  with  respect to the
               matters  covered by this Agreement which leads to a proceeding to
               resolve  such  dispute,  such dispute will be resolved by binding
               arbitration pursuant to then current commercial arbitration rules
               of  the  American   Arbitration   Association  in  the  State  of
               California  before a sole arbitrator in Los Angeles,  California.
               The  prevailing  party in such  arbitration  shall be entitled to
               receive its reasonable  attorneys' fees,  expert witness fees and
               out-of-pocket  costs incurred in connection with such proceeding,
               in addition to any other relief to which it may be entitled.

          (e)  All  notices,  requests and other  communications  required to be
               given under this Agreement must be in writing, and must be mailed
               by  registered  or  certified  mail,  postage  prepaid and return
               receipt  requested or delivered by hand to the party to whom such
               notice is required or permitted to be given. Any such notice will
               be  considered  to have been given when  received,  or if mailed,
               five (5) business  days after it was mailed,  as evidenced by the
               postmark.  The mailing address for notice to either party will be
               the address shown on the signature page of this Agreement. Either
               party may change its  mailing  address by notice as  provided  by
               this Section.  The following provisions shall survive termination
               of this Agreement: Section 5.2 and Section 5.5(b).

          WHEREAS, the parties have read and agreed to the terms herein they set
their hand below.

FOR:  APPLIED DNA SCIENCES, INC.



By: /s/ JAMES A. HAYWARD                               By: /s/ KARIN KLEMM
    --------------------                                   ---------------
Name: James A. Hayward                                 Name: Karin Lise Klemm
Title:   Chief Executive Officer
<PAGE>


                                   EXHIBIT "A"

                           Project and Specifications


1.        Contractor Services:

          Duties of the  Contractor.  The following are the duties of Contractor
for performance under the Agreement:


          a.       Contractor  shall  assist  Company  during  the  Term  in the
          preparation  of Company's  pending SB-2  registration  statement to be
          amended  and  filed  with  the  Securities  and  Exchange   Commission
          ("Commission").

          b.       Contractor  shall assist  Company in the  preparation  of its
          forthcoming 10K annual report filing with the Commission.




<PAGE>

                                   EXHIBIT "B"

                             Contractor Compensation

1.  Compensation  Provisions:  In consideration  for services rendered under the
Agreement, the Company hereby agrees to compensate Contractor as follows:

          a.   Payment terms:

               i.   Company shall pay to Contractor a per diem fee equal to $500
                    per day for each day  worked  under  this  Agreement  in the
                    State of  California.  Company shall pay to Contractor a per
                    diem fee  equal to $750  per day for each day  worked  under
                    this  Agreement  outside  the  State  of  California  at the
                    Company's request, if any.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>oct2720058k991.txt
<TEXT>
Exhibit 99.1


By Facsimile

October 20, 2005

Dear Dr.  Sheu,  I am  writing to inform you that  effective  immediately,  I am
resigning from the board of Applied DNA Sciences Inc.

Best regards,

/s/ MICHAEL E. HILL
- -------------------
Michael E. Hill
Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>oct2720058k992.txt
<TEXT>
Exhibit 99.2

To:      The Board of Directors
         Applied DNA Sciences, Inc.

This letter is to serve as official  notice of my resignation as Chief Operating
Officer and Chief  Financial  Officer of Applied DNA  Sciences,  Inc.  effective
October 19, 2005.  Due to family  circumstances  and the  company's  decision to
relocate to New York, I am unable to continue on in my role with the company.

In order to ensure a smooth transition,  I will be available to the company on a
consulting basis until such time as my services are no longer needed.

Sincerely,

/s/ KARIM KLEMM
- ---------------
Karin Klemm

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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