<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>oct262005sb2aex1012.txt
<TEXT>
 Exhibit 10.12

                JOINT PRODUCT DEVELOPMENT AND MARKETING AGREEMENT
                -------------------------------------------------

This Joint Product Development and Marketing Agreement  ("Agreement") is entered
into this 10th day of November,  2004, by and between Applied DNA Sciences, Inc.
with  offices at 9229 West  Sunset  Blvd.,  Suite  830,  Los  Angeles,  CA 90060
("ADNAS")  and  Hologrammas  S.A. de C.V.,  with  offices at 3830 Valley  Center
Drive, Suite 705, San Diego, CA 92130 ("HoloMex").

WHEREAS,  ADNAS  owns  exclusive  rights  to  certain  proprietary  technologies
involving   the   extraction,   recombination,   encapsulation,   embedding  and
preservation of botanical DNA, (the "Technologies").

WHEREAS,  the Technologies are used to forensically  authenticate  products,  to
detect and deter  counterfeiting,  to protect brands and  intellectual  property
assets,  to provide  enhanced  security for  physical  plant,  documents,  ID's,
currencies, databases and other products and applications, and

WHEREAS,  ADNAS desires to retain its exclusive rights to its Technologies,  but
is willing to  participate  in the joint  development  of  security  holographic
products; and

WHEREAS.  HoloMex is an established  developer,  manufacturer and distributor of
proprietary  holographic packaging and labels which provide holographic security
and holographic  authentication  of products,  and has proprietary  interests in
certain  intellectual  property related to holographic antenna with applications
in the RFID industry, and

WHEREAS,  Holomex  desires to retain its  exclusive  rights to its  intellectual
property,  but is willing to  participate  in the joint  development of security
holographic products; and

WHEREAS.  the  parties  wish to jointly  develop  and market  enhanced  security
holographic  products,  including  holographic-DNA-RFID  antennae,  all of which
products, (the "Products"), shall integrate the Technologies, and

NOW  THEREFORE,  this  Agreement  outlines the basic terms of a Joint Venture to
develop and market the Products.

                       ARTICLE I. NEW PRODUCT DEVELOPMENT
                       ----------------------------------

A.   HoloMex and ADNAS shall identify  existing  HoloMex products to be enhanced
     by and combined with the Technologies.

B.   HoloMex  and  ADNAS  shall   collaborate   to  develop  new  products  (the
     "Products")  compatible  with the  business  of the parties and which shall
     contain the Technologies.

C.   The parties shall: (i) define specifications of the Products; (ii) identify
     applications  for the  Products;  (iii)  develop  industrial  processes and
     technology  parameters to insure the maximum performance and reliability of
     the Products in any given  security  application;  (iv)  develop  effective
     authentication protocols and reader  technology/equipment for the Products;
     (v) develop and  implement  protocols to protect the IP of the Products and
     to ensure secure storage,  transportation  and client custodial control and
     accountability for the Products.



<PAGE>
D.   The projected costs to develop and patent the Products will be estimated by
     the parties and budgeted accordingly.  All major expenses shall be mutually
     agreed on by the  parties on a project by project  basis.  Actual  expenses
     incurred to develop the  Products and to secure the IP shall be recorded by
     each party.

E.   The parties shall jointly own the IP and all rights,  title and interest in
     the Products and the IP.

F.   ADNAS shall,  at its cost,  provide all DNA  materials  and  expertise  and
     technology required to develop and test the Products.

G.   HoloMex shall,  at its cost.  provide all  holographic  and RFID materials,
     expertise and technology required to develop and test the Products.

H.   The parties shall equally share all costs  associated  with the purchase of
     "outside" materials,  scientific, technical services, engineering services,
     legal services,  independent  efficacy tests, pilot studies required by end
     user  clients,  obtaining  regulatory  approvals and acquiring any licenses
     required  to  develop,  test and  commercialize  the  Products.  All  major
     expenses shall be mutually agreed on by the parties on a project by project
     basis.

I.   In return for  scientific  services  and  know-how  required to develop the
     holographic-DNA-RFID proprietary Product, which IPshall be jointly owned by
     ADNAS and HoloMex,  and exclusively  marketed by ADNAS,  and for consulting
     services  relaled to the  development of optical  security  systems and for
     providing  assistance to ADNAS to develop and implement  security protocols
     for ADNAS  clients.  Daniel  Lieberman,  or his  designee,  shall receive a
     one-time  Consulting  Fee of One Hundred and Fifty  Thousand US Dollars (US
     $150,000.00).

J.   The Consulting Fee shall be paid as follows:

     (i) An initial  payment of Fifty Thousand  dollars (US  $50,000.00)  within
     four (4) calendar months of signing this Agreement;

     (ii) Fifty  Thousand  dollars (US  $50,000.00)  to be paid thirty (30) days
     after the initial payment has been made; and

     (iii) Fifty  Thousand  dollars (US  $50,000.00) to be paid Ninety (90) days
     after the initial payment has been made.



                                       2
<PAGE>

   ARTICLE ll...MATERIALS SUPPLY DURING PRODUCT DEVELOPMENT

A.   For purposes of Product  development.  HoloMex may request ADNAS to provide
     Technologies  and  related  materials,  including  but not  limited to, DNA
     materials ("ADNAS Materials").  ADNAS, at its cost, agrees to provide ADNAS
     Materials as reasonably requested by HoloMex. HoloMex agrees that the ADNAS
     Materials  shall be used only for the purpose of evaluating  and developing
     Products and shall be used for no other  purpose  without the prior written
     consent  of  ADNAS,  and any such  use  shall be  under  terms  that  shall
     equitably  accommodate the financial interests of ADNAS.  HoloMex agrees to
     comply  with all  reasonable  security  and chain of  custody  requirements
     imposed in writing by ADNAS governing the proper  protection,  security and
     control of the ADNAS Materials.

B.   For purposes of Product  development,  ADNAS may request HoloMex to provide
     samples  of  HoloMex's  current  security  holograms,   RFID  holograms  or
     proprietary  information thereto,  ("HoloMex  Materials").  HoloMex. at its
     cost, agrees to provide HoloMex Materials as reasonably requested by ADNAS.
     ADNAS agrees that the HoloMex  Materials shall be used only for the purpose
     of  evaluating  and  developing  Products  and  shall  be used for no other
     purpose  without the prior  written  consent of  HoloMex,  and any such use
     shall be  under  terms  that  shall  equitably  accommodate  the  financial
     interests of HoloMex.  ADNAS agrees to comply with all reasonable  security
     and chain of custody  requirements  imposed in writing by HoloMex governing
     the proper protection, security and control of the HoloMex Materials.

C.   To the  extent  either  party  does not have  formal  security  or chain of
     custody  requirements,  the parties  agree to develop  mutually  acceptable
     protocols for the secure storage and custody of any ADNAS Materials  and/or
     HoloMex Materials transferred in accordance with this Agreement.

D.   Unless  otherwise  agreed,  ADNAS and HoloMex will each  provide  Materials
     required  to  develop  the  Products  as samples at no cost to ADNAS and to
     HoloMex, respectively.  However, the cost of such Materials may be recorded
     and a  financial  adjustment  based  on  relative  contributions  shall  be
     accommodated.

               ARTICLE III...PRODUCT PRICING AND PROFITS OR LOSSES

The parties shall determine and agree on a Product by Product basis an amount to
be paid to ADNAS in the form of a royalty.

                  ARTICLE IV. .MATERIALS INVENTORY AND SECURITY

A.   DNA  Material  Supply.  The  parties  agree to jointly  determine  material
     stockpile  requirements  sufficient to meet the production  requirements of
     HoloMex. ADNAS shall stockpile in the US sufficient DNA materials to ensure
     at all times the adequate and on-time  supply of DNA material in quantities
     sufficient to fully meet the production requirements of HoloMex in a timely
     manner,  The amount of DNA  material  to be  stockpiled  by ADNAS  shall be
     determined in advance by the parties for each quarterly sales period.



                                       3
<PAGE>


B.   Security.  The supporting  inventory of any ADNAS Materials will be held by
     ADNAS  at  secure  US  storage  facilities,  such as  Brinks,  SGS or other
     selected by ADNAS and  acceptable  to HoloMex.  Delivery to HoloMex will be
     made  under  secure  transportation  conditions  by the  selected  security
     storage and transportation company.

C.   ADNAS and HoloMex  shall  develop  mutually  acceptable  protocols  for the
     secure storage and custody of ADNAS Materials at the production  facilities
     of HoloMex in Mexico,  at the facilities of any HoloMex  subcontractor  (if
     any) and at the facilities of clients.

D.   ADNAS aud HoloMex shall arrange Product  Liability and other risk insurance
     (loss  in  transit,  client  risk,  etc) as  necessary  with a first  class
     Insurer.

E.   ADNAS  and  HoloMex  shall  agree  procedures  for the  periodic  audit and
     monitoring of storage, custody, accounting,  application and consumption of
     the ADNAS  Materials  held at the  production  facilities  of HoloMex,  its
     subcontractors and at the facilities of clients.

                 ARTICLE V. .MARKET ANALYSIS AND DEVELOPMENT

A.   The parties shall establish an agenda to identify  specific  Products to be
     developed.

B.   The  parties  agree to develop  and  undertake  joint  sales and  marketing
     efforts to promote  the  Products  into the  target  markets  and to target
     clients.  The  parties  shall  develop a  marketing  plan to  identify  and
     prioritize  clients,  to define  product  categories and  applications,  to
     establish  price  structures  and payment  terms,  to  implement  marketing
     activities,  news releases, trade show participation,  web seminars, direct
     electronic mailing campaigns, etc.

C.   ADNAS and HoloMex agree to introduce each other to their respective clients
     and strategic marketing partners.

D.   At it's own cost, each of the parties shall provide technical sales support
     to the other  party and each  shall make  appropriate  staff  available  to
     participate  in sales  calls  and  meetings  with  target  clients.  If the
     respective  costs  any  party  to  provide  such  sales  support  shall  be
     determined to be significantly  disproportionate to the contribution of the
     other  party,  then the parties  shall agree an  equitable  adjustment  and
     reimbursement  of expenses.  Each party shall monitor the cost of technical
     sales support and  attendance at sales  meetings and receipts shall be kept
     for all  related  travel  and  accommodation  expenses.  At the end of each
     calendar  quarter  following  the  execution of this  Agreement the parties
     shall submit, compare and adjust their respective contributions.

E    The parties agree to create both  industry-specific  and customer -specific
     marketing  and  presentation   materials  for  the  Products  as  they  are
     developed.  All major  expenses in connection  therewith  shall be mutually
     agreed on by the parties on a project by project basis.

F.   The parties agree to mount  comprehensive  trade publicity programs for the
     Products as they are developed.  All major expenses in connection therewith
     shall be mutually agreed on by the parties on a project by project basis.



                                       4
<PAGE>


                          ARTICLE VI.  MATERIALS WARRANTY.

A.   ADNAS, at its expense, shall defend any suit brought against HoloMex on the
     grounds that use of the ADNAS  Materials or  Technologies  for the intended
     purpose or  purposes,  as furnished by ADNAS  infringes  any United  States
     patent  and  shall  pay the  amount of any  judgement  that may be  awarded
     against  HoloMex in any such suit provided and upon  condition that HoloMex
     shall (a)  promptly  deliver to ADNAS all  infringement  notices  and other
     papers received by or served upon HoloMex,  (b) permit ADNAS to take charge
     of the defense of such suit and compromise the same, if deemed advisable by
     ADNAS,  and (c)  assist  in every  reasonable  way in the  conduct  of such
     defense.  In the  event  that  HoloMex  shall  be  enjoined  by a court  of
     competent  jurisdiction  from which no appeal can be taken, from selling or
     using the product for the  intended  purpose or purposes on the ground that
     such sale or use of the product infringes any such United States patent, or
     it is established to ADNAS satisfaction, upon due investigation,  that sale
     or use of the product infringes any such United States patent, ADNAS at its
     option may either (1)  procure for HoloMex a license to sell and/or use the
     product,  (ii) modify the product so as to make it  non-infringing  without
     seriously  impairing  its  performance,  (iii)  replace the product  with a
     product that is substantially equal but non-infringing,  or (iv) accept the
     return of the product from HoloMex.

B.   HoloMex shall extend to ADNAS  reciprocity of protection as set forth above
     in respect of Materials or Technologies supplied by HoloMex.

                          ARTICLE VII. CONFIDENTIALITY

     The  parties  recognize  that  each  party  shall  disclose  to  the  other
     information concerning suppliers, clients,  distributors,  agents, brokers,
     buyers,  sellers,   technical  data,  performance  data,  pricing  details,
     comnissions,  discounts,  information  relating  to  competitors  and other
     information  which the parties have acquired  through  their  investment of
     time, expense and effort. The parties acknowledge and agree that during the
     term of this  Agreement,  and in the course of the  discharge of the duties
     hereunder,  the  parties  shall have access to and become  acquainted  with
     information  concerning  the  operation  of  the  other  party,  including,
     financial,  personnel,  sales,  manufacturing,  buying, planning, and other
     information owned by and regularly used in the operation of the business of
     each party and each party shall also receive  information  of a proprietary
     nature regarding the constitution,  formulation,  pricing and effectiveness
     of the Products and both parties  hereto  accept that such  information  as
     outlined above  constitutes the  Confidential  Information of the providing
     party.  The  parties  hereto  agree not to disclose  any such  Confidential
     Information,  directly or indirectly,  to any other person or party, except
     as may be necessary  for such person or party to pursue sales as a function
     of  this  Agreement  and  such  person  or  party  shall  have  executed  a
     Confidentiality  Agreement  binding that person or party to  conditions  of
     confidentiality   identical  to  those  contain  in  this  Agreement.   The
     obligations  of  confidentiality  contained in this Section 6 shall survive
     expiration or earlier termination of this Agreement.



                                       5
<PAGE>

               ARTICLE VIII. NON-CIRCUMVENTION AND NON-COMPETITION

A.   In  Consideration of this Agreement each party agrees not to attempt in any
     manner to commercially exploit, either directly or indirectly, the proposed
     and existing  business concepts and technologies or any of the Confidential
     Information  without the other party's prior written  consent.  The parties
     specifically  understand and agree that this  prohibition  is  specifically
     intended to include any direct or indirect  contact by either  party's then
     current Providers, Suppliers, Agents, Employees and/or Representatives.

B.   HoloMex hereby undertakes not, directly or indirectly,  to promote products
     deemed by ADNAS to be  competitive  with the DNA products of ADNAS,  nor to
     enter into any  business  with any company  insofar as such  business  will
     employ products deemed by ADNAS to be competitive  with the DNA products of
     ADNAS.

C.   ADNAS hereby  undertakes not,  directly or indirectly,  to promote products
     deemed by  HoloMex  to be  competitive  with the  holographic  products  of
     HoloMex,  nor to enter into any business  with any company  insofar as such
     business  will  employ  products  deemed by  HoloMex  to  compete  with the
     holographic products of HoloMex.

D.   Neither ADNAS nor HoloMex shall develop or promote any  DNA-Holographic nor
     DNA-RFID-Holographic products with any third party company.

                               2. ARTICLE IX. TERM

A.   The term of this Agreement  shall be for as long as the individual  patents
     for the Products and their  extensions  and  modifications  remain in force
     and/or  for as long as the  parties  continue  to  produce  and  market the
     Products, whichever is the longer.

B.   In the event one party wishes to withdraw, the other party shall be granted
     a one hundred and twenty  (120) day  exclusive  period in which to purchase
     from the other party all rights, title and interest in the Products and IP,
     or to reach an  alternative  settlement,  including  but not  limited to, a
     License and Royalty  Agreement  enabling  the Licensor to  manufacture  the
     Products, or cause them to be manufactured, and to distribute the Products.

C.   In the event the  rights,  title and  interest in the  Products  and IP are
     purchased,  the  purchase  price  shall  be  determined  by an  independent
     Appraiser acceptable to both parties.

                   ARTICLE X. CHOICE OF LAW AND JURISDICTION.

This Agreement is entered into in the State of California and the parties hereby
consent to the  jurisdiction  of the courts of California for the purpose of the
entry and  enforcement of any judgment that may arise.  This Agreement  shall be
construed and enforced in accordance with the laws of the State of California.



                                       6
<PAGE>

                             ARTICLE XI. ARBITRATION

In the event of any  controversy or claim between the parties hereto arising out
of or relating to this agreement  including  without  limitation any tort claim,
and if the  parties  are unable to agree to a  settlement  of such  disputes  by
direct negotiations, the parties shall promptly mediate any such disagreement or
dispute  in San  Diego  under the  Commercial  Mediation  Rules of the  American
Arbitration Association.  If the parties are unable to resolve such disagreement
or  dispute  through  mediation,  then such  disagreement  or  dispute  shall be
submitted to binding  arbitration in San Diego under the Commercial  Arbitration
Rules of the American Arbitration Association and Title 9 of the California Code
of  Civil  Procedure  and  shall be  administered  by the  American  Arbitration
Association.  A panel of one neutral  arbitrator  shall be  appointed  under the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association.  The
arbitrators  shall have the  discretion  to allocate in their award the costs of
arbitration,  arbitrators'  fees and the respective  attorneys'  fees and costs,
including expert witness fees and costs, including expert witness and consultant
costs, of each party between the parties as they see fit.

                           ARTICLE XII. MISCELLANEOUS.

No Party may assign any of its rights or delegates any of its obligations  under
this Agreement,  except with the prior written consent of the other Party.  This
Agreement supersedes all previous oral and written agreements, if any, among the
Parties  regarding the subject matter  hereof.  The Parties  acknowledge  that a
violation or threatened violation of this Agreement or any of its provisions may
cause  irreparable  injury;  that money  damages  alone  would be an  inadequate
remedy;  and that,  in addition  to any other  remedies  available  at law or in
equity, such actions may be subject to a restraining order, injunctive relief or
other similar  remedy in order to  specifically  enforce the  provisions of this
Agreement.

IN WITNESS  WHEREOF,  each of the Parties below, has caused this Agreement to be
executed by its duly  authorized  representatives  on this 8th day of  November,
2005.

For Hologrammas S.A. de C.V. by:                     For ADNAS by:

/s/ DANIEL LIEBERMAN                                 /s/ PETER BROCKLESBY
--------------------                                 --------------------
Name:  Daniel Lieberman                              Name:  Peter Brocklesby
Title: CEO                                           Title: President


Witness: /s/ ARTURO MAREYNA
         ------------------
Name: Arturo Mareyna


                                       7
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</DOCUMENT>
