ex10-4.htm


    
      

    

    EXHIBIT
      10.4

     

    

      December
        21, 2007

      VIA
        U.S. MAIL AND EMAIL

       

      ARjENT
        LIMITED

      570
        Lexington Avenue, 22nd
        Floor

      New
        York

      NY10022

      


       

      
        	
                 

              	
                Re:

              	
                Amendment
                  to
                  Engagement Letter

              


      

      


      Gentlemen:

      


      Reference
        is made to the engagement letter (the “Engagement Letter”), dated August 23,
        2007, between Applied DNA Sciences, Inc. (the “Company”) and Arjent Limited
        (“Arjent”), pursuant to which Arjent was engaged as a placement agent for the
        Company.  Capitalized terms used in this letter and not otherwise
        defined herein have the meanings ascribed thereto in the Engagement Letter
        and
        all “Section” references herein shall be to sections of the Engagement
        Letter.

       

      As
        we
        have discussed, Arjent desires to exchange the Placement Agent Warrants
        (cashless exercise warrants to buy 9,000,000 shares of the Company’s common
        stock, par value $0.001 per share (“Common Stock”), at an exercise price of $.10
        per share) for 9,000,000 newly-issued unregistered shares of Common
        Stock.  In further consideration for the exchange, Arjent will (i)
        forfeit any and all of the rights under the Engagement Letter to act as
        exclusive investment banker and placement agent for the Company and (ii)
        forfeit
        the compensation in consideration of its services as exclusive investment
        banker
        and placement agent of a monthly fee of $10,000 per month, which is payable
        during the remainder of the term of the Engagement Latter after a closing
        of, in
        the aggregate, at least three million dollars ($3,000,000) of financing and
        acknowledge that no such amounts have been accrued or are owed by the
        Company.

       

      In
        connection with the foregoing understandings, the parties agree to amend
        the
        Engagement Letter as follows (hereinafter referred to as the “Amended Engagement
        Letter”).

       

      
        	
                1.

              	
                Section
                  3 is deleted in its entirety and replaced with the following:
                  

              


      

      


      3.           
        Upon execution and delivery of the Amended Engagement Letter and delivery
        by
        Arjent to the Company of the Placement Agent Warrants for cancellation, the
        Company will issue to the Placement Agent 9,000,000 newly-issued unregistered
        shares of Common Stock.

       

      
        	
                2.

              	
                Section
                  6 is deleted in its entirety and replaced with the following:
                  

              


      

      


      6.           
        [Reserved.]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                All
                  references to Arjent in the Engagement Letter as the “Exclusive Placement
                  Agent” for the Company are hereby deleted and replaced with “Placement
                  Agent.”  All references to Placement Agent Warrants are hereby
                  deleted. 

              


      

      


      In
        addition, subject to the qualification below, Arjent hereby agrees to indemnify
        and hold harmless the Company, its directors, officers, employees, consultants,
        agents, shareholders and legal counsel and each controlling person of each
        of
        the foregoing in their individual and corporate capacities (collectively,
        the
“Indemnified Persons”) against any losses, claims, damages, or liabilities (or
        any pending or completed action, suit or proceeding whether civil, criminal,
        arbitration or other dispute resolution process, including any investigation
        or
        proceeding initiated by an authorized authority), including any of the foregoing
        incurred in the settlement of any litigation, commenced or threatened, joint
        or
        several, to which any of them may become subject (collectively, the “Claims”),
        insofar as the Claims arise out of or are based upon any action or omission
        of
        the Indemnified Persons arising out of the transactions contemplated by this
        letter, and to reimburse the Indemnified Persons for any legal or other expenses
        reasonably incurred in connection with investigating or defending the
        Claims.  Arjent further agrees to advance all expenses incurred by the
        Indemnified Persons as soon as practicable, but in any event no later than
        thirty (30) days after written demand by the Indemnified Persons
        therefor.  Notwithstanding the foregoing, Arjent’s agreement to
        indemnify and advance expenses as set forth above shall be limited to those
        amounts not paid by the Company’s director and officer insurance policy, if any,
        then in effect and to the extent that the premiums on such policy increase
        as a
        result of the claims made by the Company under the policy which are the subject
        of the indemnification herein, Arjent agrees to pay the increased amount
        of such
        premiums.

       

      Please
        acknowledge this understanding on the accompanying copy of this letter and
        return it to us.

       

                                          Very
        truly
        yours,

       

                                          APPLIED
        DNA SCIENCES,
        INC.

      


                                          By: 
/s/ James
        A.
        Hayward                

                                                                                                                                                                           
        James A. Hayward

                                                                                                                                                                                                                                  
        Chief
        Executive Officer

       

      Acknowledged
        and Agreed
        by:

       

      ARJENT
        LIMITED

      
 

       
        /s/ Robert Fallah     
               


             
        Robert Fallah

    

    
      
               
          Co-Chairman