PROHEALTH MEDICAL TECHNOLOGIES INC
INDEMNITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>prohealth8kex101110502.txt
<DESCRIPTION>INDEMNITY AGREEMENT
<TEXT>

Exhibit 10.1

                              INDEMNITY AGREEMENT

         This Indemnity Agreement  ("Agreement") is made as of November 8, 2002,
by and between Applied DNA Sciences, Inc., a Nevada corporation (the "Company"),
and Lawrence Lee  ("Indemnitee"),  a director  and/or  officer or key executive,
employee or consultant of the Company, or a person serving at the request of the
Company as a director, officer, employee or agent of another enterprise.

                                    RECITALS

         A. The  Indemnitee  is  currently  serving  or has agreed to serve as a
director  and/or officer of the Company and in such capacity has rendered and/or
will render valuable services to the Company.

         B. The Company has  investigated  the  availability  and sufficiency of
liability  insurance  and  applicable  statutory  indemnification  provisions to
provide its  directors and officers with  adequate  protection  against  various
legal risks and potential  liabilities to which such individuals are subject due
to their positions with the Company and has concluded that such insurance may be
unavailable  or too  costly,  and  even  if  purchased  it,  and  the  statutory
provisions,  may  provide  inadequate  and  unacceptable  protection  to certain
individuals requested to serve as its directors and/or officers.

         C. It is  essential  to the  Company  that it  attract  and  retain  as
officers and directors the most capable persons available and in order to induce
and encourage  highly  experienced and capable persons such as the Indemnitee to
serve or  continue to serve as a director  and/or  officer of the  Company,  the
Board of Directors has determined,  after due consideration and investigation of
the  terms  and  provisions  of the  Agreement  and the  various  other  options
available to the Company and the Indemnitee in lieu hereof,  that this Agreement
is not only  reasonable and prudent but necessary to promote and ensure the best
interests of the Company and its stockholders.

<PAGE>

         NOW, THEREFORE,  in consideration of the services or continued services
of the  Indemnitee and in order to induce the Indemnitee to serve or continue to
serve as director and/or officer, the Company and the Indemnitee do hereby agree
as follows:

1.       Definitions. As used in this Agreement:

         (a) The term  "Proceeding"  shall  include any  threatened,  pending or
completed inquiry,  hearing,  investigation,  action, suit, arbitration or other
alternative  dispute  resolution  mechanism or  proceeding,  formal or informal,
whether  brought in the name of the Company or otherwise and whether of a civil,
criminal or administrative  or investigative  nature, by reason of the fact that
the Indemnitee is or was a director and/or officer of the Company,  or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another enterprise,  whether or not he/she is serving in such capacity at the
time  any  liability  or  expense  is  incurred  for  which  indemnification  or
reimbursement is to be provided under this Agreement.

         (b) The term "Expenses" includes, without limitation:  attorneys' fees,
costs,  disbursements  and  retainers;  accounting  and  witness  fees;  fees of
experts;  travel and deposition costs;  transcript costs, filing fees, telephone
charges,  postage,  copying costs,  delivery service fees and other expenses and
obligations  of any nature  whatsoever  paid or incurred in connection  with any
investigations, judicial or administrative proceedings and appeals, amounts paid
in settlement by or on behalf of Indemnitee,  and any expenses of establishing a
right to  indemnification,  pursuant to this  Agreement or otherwise,  including
reasonable  compensation for time spent by the Indemnitee in connection with the
investigation,  defense or appeal of a Proceeding or action for  indemnification
for which he/she is not otherwise compensated by the Company or any third party.
The term "Expenses" does not include the amount of judgments,  fines,  penalties
or ERISA excise taxes actually levied against the Indemnitee.


         2. Agreement to Serve. The Indemnitee agrees to serve or to continue to
serve as a director  and/or officer of the Company for so long as he/she is duly
elected or appointed or until such time as he/she tenders his/her resignation in
writing or is removed as a director and/or officer.  However,  nothing contained
in this  Agreement  shall be  construed  as  giving  Indemnitee  any right to be
retained in the employ of the Company, any subsidiary or any other person.

<PAGE>

         3.  Indemnification in Third Party Actions. The Company shall indemnify
the  Indemnitee if the Indemnitee is a party to or threatened to be made a party
to or is otherwise  involved in any Proceeding (other that a Proceeding by or in
the name of the Company to procure a judgment  in its  favor),  by reason of the
fact that the Indemnitee is or was a director and/or officer of the Company,  or
is or was serving at the request of the Company as a director, officer, employee
or  agent  of  another  enterprise,  against  all  Expenses,  judgments,  fines,
penalties  and ERISA  excise  taxes  actually  and  reasonably  incurred  by the
Indemnitee in connection with the defense or settlement of such a Proceeding, to
the fullest  extent  permitted by  applicable  corporate  law and the  Company's
Articles of  Incorporation;  provided  that any  settlement  of a Proceeding  be
approved in writing by the Company.

         4. Indemnification in Proceedings by or In the Name of the Company. The
Company  shall  indemnify  the  Indemnitee  if the  Indemnitee  is a party to or
threatened to be made a party to or is otherwise  involved in any  Proceeding by
or in the name of the  Company to  procure a judgment  in its favor by reason of
the fact that the Indemnitee was or is a director and/or officer of the Company,
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee or agent of another enterprise,  against all Expenses, judgments, fines
penalties  and ERISA  excise  taxes  actually  and  reasonably  incurred  by the
Indemnitee in connection with the defense or settlement of such a Proceeding, to
the fullest  extent  permitted by  applicable  corporate  law and the  Company's
Articles of Incorporation.

         5.  Conclusive   Presumption   Regarding  Standards  of  Conduct.   The
Indemnitee shall be conclusively  presumed to have met the relevant standards of
conduct,  if any, as defined by applicable  corporate  law, for  indemnification
pursuant to this Agreement,  unless a determination  is made that the Indemnitee
has not met such standards (i) by the Board of Directors by a majority vote of a
quorum  thereof  consisting of directors who were not parties to the  Proceeding
due to which a claim is made under this Agreement,  (ii) by the  shareholders of
the Company by majority vote of a quorum thereof  consisting of shareholders who
are not  parties  to the  Proceeding  due to  which a claim is made  under  this
Agreement,  (iii) in a written opinion by independent counsel, selection of whom
has been approved by the Indemnitee in writing,  or (iv) by a court of competent
jurisdiction.

<PAGE>

         6. Indemnification of Expenses of Successful Party. Notwithstanding any
other  provision of the  Agreement,  to the extent that the  Indemnitee has been
successful  in defense of any  Proceeding  or in defense of any claim,  issue or
matter  therein,  on the  merits or  otherwise,  including  the  dismissal  of a
Proceeding  without  prejudice  or the  settlement  of a  Proceeding  without an
admission of liability, the Indemnitee shall be indemnified against all Expenses
incurred in connection  therewith to the fullest extent  permitted by applicable
corporate law.

         7. Advances of Expenses. The Expenses incurred by the Indemnitee in any
Proceeding  shall be paid  promptly  by the  Company  in  advance  of the  final
disposition  of the  Proceeding at the written  request of the Indemnitee to the
fullest  extent  permitted  by  applicable  corporate  law;  provided  that  the
Indemnitee  shall undertake in writing to repay any advances if it is ultimately
determined that the Indemnitee is not entitled to indemnification.

         8. Partial  Indemnification.  If the  Indemnitee is entitled  under any
provision of the  Agreement to  indemnification  by the Company for a portion of
the Expenses,  judgments,  fines,  penalties or ERISA excise taxes  actually and
reasonably  incurred  by  him/her  in  the  investigation,  defense,  appeal  or
settlement of any Proceeding but not,  however,  for the total amount of his/her
Expenses,  judgments,  fines, penalties or ERISA excise taxes, the Company shall
nevertheless  indemnify the Indemnitee  for the portion of Expenses,  judgments,
fines, penalties or ERISA excise taxes to which the Indemnitee is entitled.

         9.    Indemnification    Procedure;    Determination    of   Right   to
Indemnification.

         (a)  Promptly  after  receipt  by  the  Indemnitee  of  notice  of  the
commencement  of any  Proceeding,  the Indemnitee  shall,  if a claim in respect
thereof is to be made  against  the  Company  under this  Agreement,  notify the
Company of the  commencement  thereof in writing.  The omission to so notify the
Company,  however,  shall not relieve it from any liability  that it may have to
the Indemnitee otherwise than under this Agreement.

         (b) If a claim for  indemnification or advances under this Agreement is
not paid by the Company  within  thirty (30) days of receipt of written  notice,
the rights  provided by this Agreement shall be enforceable by the Indemnitee in
any  court of  competent  jurisdiction.  The  burden  of  proving  by clear  and
convincing  evidence that  indemnification or advances are not appropriate shall
be on the Company.  Neither the failure of the directors or  stockholders of the
Company or its independent  legal counsel to have made a determination  prior to
the commencement of such action that  indemnification  or advances are proper in
the  circumstances  because the Indemnitee  has met the  applicable  standard of
conduct, if any, nor an actual determination by the directors or shareholders of
the Company or  independent  legal counsel that the  Indemnitee  has not met the
applicable  standard  of  conduct,  shall be a defense to the action or create a
presumption  for the purpose of an action that the  Indemnitee  has not been the
applicable standard of conduct.

         (c)  The  Indemnitee's   Expenses   incurred  in  connection  with  any
Proceeding  concerning  his/her right to indemnification or advances in whole or
part  pursuant  to this  Agreement  shall  also be  indemnified  by the  Company
regardless of the outcome of such Proceeding.

         (d)  With  respect  to any  Proceeding  for  which  indemnification  is
requested,  the  Company  will be  entitled  to  participate  therein at its own
expense and, except as otherwise provided below, to the extent that it may wish,
the Company may assume the defense  thereof,  with counsel  satisfactory  to the
Indemnitee.  After notice from the Company to the  Indemnitee of its election to
assume  the  defense  of a  Proceeding,  the  Company  will not be liable to the
Indemnitee  for  any  Expenses   subsequently  incurred  by  the  Indemnitee  in
connection with the defense  thereof,  other than as provided below. The Company
shall not settle any  Proceeding  in any manner that would impose any penalty or
limitation on the  Indemnitee  without the  Indemnitee's  written  consent.  The
Indemnitee  shall have the right to employee  his/her counsel in any Proceeding,
but the fees and expenses of such counsel incurred after notice from the Company
of its  assumption of the defense of the  Proceeding  shall be at the expense of
the Indemnitee,  unless (i) the employment of counsel by the Indemnitee has been
authorized by the Company,  (ii) the Indemnitee shall have reasonably  concluded
that there may be a conflict of interest  between the Company and the Indemnitee
in the conduct of the defense of a  Proceeding,  in each of which cases the fees
and expenses of the Indemnitee's  counsel shall be advances by the Company.  The
Company shall not be entitled to assume the defense of any Proceeding brought by
or on behalf of the Company or as to which the  Indemnitee  has  concluded  that
there may be a conflict of interest between the Company and the Indemnitee.

         10.  Limitations  on  Indemnification.  No  payments  pursuant  to this
Agreement shall be made by the Company:

<PAGE>

         (a) To  indemnify  or advance  funds to the  Indemnitee  expenses  with
respect to Proceeding initiated or brought voluntarily by the Indemnitee and not
by way of defense,  except with respect to  Proceedings  brought to establish or
enforce a right to indemnification  under this Agreement or any other statute or
law  or  otherwise  as  required  under  applicable   corporate  law,  but  such
indemnification  or  advancement  of expenses  may be provided by the Company in
specific cases if the Board of Directors finds it to be appropriate;

         (b) To indemnify  the  Indemnitee  for any Expenses,  judgment,  fines,
penalties or ERISA excise taxes sustained in any Proceeding for which payment is
actually made to the Indemnitee under a valid and collectible  insurance policy,
except in  respect  of any  excess  beyond  the  amount of  payment  under  such
insurance;

         (c) To indemnify  the  Indemnitee  for any Expenses,  judgment,  fines,
and/or  penalties  sustained in any Proceeding for an accounting of profits made
from  the  purchase  or sale by the  Indemnitee  of  securities  of the  Company
pursuant to the  provisions of Section 16(b) of the  Securities  Exchange Act of
1934, the rules and regulations promulgated thereunder and amendments thereto or
similar provisions of any federal, state or local statutory law; and

         (d) If a court of competent  jurisdiction  finally  determines that any
indemnification hereunder is unlawful.

         11. Maintenance of Liability Insurance.

         (a) The  Company  hereby  covenants  and  agrees  that,  as long as the
Indemnitee  continues to serve as a director  and/or  officer of the Company and
thereafter as long as the Indemnitee may be subject to any possible  Proceeding,
the Company,  subject to subsection  (c), shall promptly  obtain and maintain in
full  force and  effect  directors'  and  officers'  liability  insurance  ("D&O
Insurance") in reasonable amounts from established and reputable insurers.

         (b) In all D&O insurance policies,  the Indemnitee shall be named as an
insured  in such a manner as to  provide  the  Indemnitee  the same  rights  and
benefits  as are  accorded  to  the  most  favorably  insured  of the  Company's
directors and/or officers.

         (c) Notwithstanding the foregoing, the Company shall have no obligation
to obtain or  maintain  D&O  Insurance  if the Company  determines,  in its sole
discretion,  that such insurance is not reasonably available,  the premium costs
for such insurance is so limited by exclusions  that it provides an insufficient
benefit,  or the  Indemnitee  is covered by similar  insurance  maintained  by a
subsidiary of the Company.

<PAGE>

         12.  Indemnification   Hereunder  Not  Exclusive.  The  indemnification
provided by this Agreement shall not be deemed  exclusive of any other rights to
which the  Indemnitee  may be  entitled  under the  Articles  of  Incorporation,
Bylaws,  any  agreement,   vote  of  shareholders  or  disinterested  directors,
provision  of  applicable  corporate  law,  or  otherwise,  both as to action in
his/her official  capacity and as to action in another capacity on behalf of the
Company while holding such office.

         13.  Successors and Assigns.  This Agreement shall be binding upon, and
shall  inure to the benefit of the  Indemnitee  and  his/her  heirs,  executors,
administrators  and  assigns,  whether  or not  Indemnitee  has  ceased  to be a
director or officer, and the Company and its successors and assigns.

         14.  Severability.   Each  and  every  paragraph,  sentence,  term  and
provision  hereof is separate and distinct so that if any  paragraph,  sentence,
term or provision  hereof shall be held to be invalid or  unenforceable  for any
reason,  such  invalidity or  unenforceability  shall not affect the validity or
enforceability  of any other paragraph,  sentence,  term or provision hereof. To
the  extent  required,  any  paragraph,  sentence,  term  or  provision  of this
Agreement shall be modified by a court of competent jurisdiction to preserve its
validity   and  to  provide   the   Indemnitee   with  the   broadest   possible
indemnification permitted under applicable corporate law.

         15. Savings Clause. If this Agreement or any paragraph,  sentence, term
or  provision  hereof is  invalidated  on any  ground by any court of  competent
jurisdiction,  the Company shall nevertheless indemnify the Indemnitee as to any
Expenses,  judgments,  fines,  penalties  for ERISA excise taxes  incurred  with
respect  to any  Proceeding  to the  full  extent  permitted  by any  applicable
paragraph,  sentence,  term or  provision  of this  Agreement  that has not been
invalidated or by any other applicable provision of applicable corporate law.

         16. Interpretation; Governing Law. This Agreement shall be construed as
a whole and in accordance  with its fair meaning.  Headings are for  convenience
only and  shall  not be used in  construing  meaning.  This  Agreement  shall be
governed and interpreted in accordance with the laws of the State of Delaware.

<PAGE>

         17.  Amendments.  No amendment,  waiver,  modification,  termination or
cancellation  of this Agreement  shall be effective  unless in writing signed by
the party  against  whom  enforcement  is  sought.  The  indemnification  rights
afforded to the Indemnitee hereby are contract rights and may not be diminished,
eliminated or otherwise affected by amendments to the Articles of Incorporation,
Bylaws, or by other agreements, including D&O Insurance policies.

         18.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become  effective when one or more  counterparts  have been signed by each
party and delivered to the other.

         19. Notices. Any notice required to be given under this Agreement shall
be directed:

TO: Applied DNA Sciences, Inc.


With a copy to:
                  Andrea Cataneo, Esq.
                  81 Meadowbrook Road
                  Randolph, NJ 07869


TO: Lawrence Lee
_____________________
_____________________
_____________________
(Insert home address)

or to such other address as either shall designate in writing.


                  IN WITNESS  WHEREOF,  the parties have executed this Indemnity
         Agreement as of the date first written above.

                                                  INDEMNITEE:


                                                  /s/ Lawrence Lee
                                                  ------------------------
By: /s/ Jaime Cardona                             Lawrence Lee
   ------------------------
   Jaime Cardona, Secretary


</TEXT>
</DOCUMENT>
