APPLIED DNA SCIENCES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>july2120058kex101.txt
<TEXT>

Exhibit 10.1

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

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

                                    RECITALS
                                    --------

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

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

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

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

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

        1.     The following amendments are made to Section 1.1:

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

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

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

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

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

        (i)    the Assumed Agreements;

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

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

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

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

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

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


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

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

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

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


                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

        11.    Section 7.3 is deleted in its entirety.

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

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

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

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

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




                            [Signature Page Follows]


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



                                            BIOWELL TECHNOLOGY INC.



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


                                                  APPLIED DNA SCIENCES, INC.



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


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



                                       7





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