-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gr2pj1APozFN7tSftB68dekj73ckOEkTvmq5lm9Jg21Ab+XW2dxYJC/yRPiE282l YSOakmCmJjJwPlY7EC791g== 0001074140-05-000009.txt : 20050611 0001074140-05-000009.hdr.sgml : 20050611 20050601173903 ACCESSION NUMBER: 0001074140-05-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78682 FILM NUMBER: 05871617 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANGLEY RICK CENTRAL INDEX KEY: 0001215323 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8233 ROXBURY ROAD CITY: LOS ANGLES STATE: CA ZIP: 90069 BUSINESS PHONE: 3104338289 SC 13D/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 APPLIED DNA SCIENCES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.50 (Title of Class of Securities) 03815U 10 2 (CUSIP Number) Rick Langley RHL Management, Inc. 8233 Roxbury Road, Los Angeles CA 90069 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box []. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ---------------------------- ----------------- CUSIP NO. 03815U 10 2 PAGE 2 OF 4 PAGES - ---------------------------- ----------------- - ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rick Langley and RHL Management, Inc. n/a - ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A) [ ] (B) [ ] - ----------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) - ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ----------------------------------------------------------------------- 7 SOLE VOTING POWER 556,075 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - EACH --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 556,075 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 556,075 - ----------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.39% 14 TYPE OF REPORTING PERSON (See Instructions) CO - ---------------------------- ----------------- CUSIP NO. 03815U 10 2 PAGE 3 OF 4 PAGES - ---------------------------- ----------------- The following constitutes an amendment to the Schedule 13D filed by the undersigned. This Amendment amends the Schedule 13D as specifically set forth. Item 4 is amended in its entirety to read as follows: ITEM 4. PURPOSE OF TRANSACTION. The Reporting Entity does not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. In the future, the Reporting Entity may decide to purchase additional shares of Common Stock in the open market or a private transaction, or to sell any or all of his shares of Common Stock. Item 5 is amended in its entirety to read as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. a) As of April 29, 2004 the Issuer had issued and outstanding a total of 40,012,699 shares of Common Stock as represented in a Registration Statement on Form SB-2/A. As of that date, the Reporting Person was the beneficial owner of 556,075 shares of Common Stock or approximately 1.3% of the issued and outstanding Common Stock. The Reporting Person has been advised and believes that additional shares of common stock of the Issuer are outstanding and that consequently the percentage ownership will be reduced. (b) The Reporting Person has the sole power to vote, or to direct the vote of, 556,075 shares of Common Stock, and sole power to dispose of, or to direct the disposition of 556,075 shares of Common Stock. (c) The Reporting Person disposed of a total of 526,087 shares of Common Stock of the Company pursuant to a Stock Purchase Agreement between the Reporting Person and Paul Aloysius Garardus LoomansMr. Loomans paid $500,000 for such shares. The Reporting Person also entered into two option agreements with Mr. Loomans pursuant to which he is entitled to acquire 1,843,071 shares on or before June 25, 2005 at an exercise price of $1.00 per share, and to purchase 1,880,842 shares on or before August 9, 2005 at an exercise price of $1.00 per share. (d) Not applicable. (e) The Reporting Person ceased to be the beneficial owner of 5% of the stock effective May 18, 2005 Item 7 is amended to add the following: - ---------------------------- ----------------- CUSIP NO. 03815U 10 2 PAGE 4 OF 4 PAGES - ---------------------------- ----------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Stock Purchase Agreement dated as of May 10, 2005 by and among RHL Management Corp., Drs. Paul A.G. Loomans FB and Cutler Law Group. Exhibit 2 Stock Option Agreement dated as of May 10, 2005 by and among RHL Management Corp., Drs. Paul A.G. Loomans FB and Cutler Law Group. Exhibit 3 Stock Option Agreement dated as of May 10, 2005 by and among RHL Management Corp., Drs. Paul A.G. Loomans FB and Cutler Law Group. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 18 2005 RHL MANAGEMENT, INC. /s/ Rick Langley ----------------- By: Rick Langley EX-1 2 doc2.txt AGREEMENT --------- This AGREEMENT is dated as of May 10, 2005 by and among RHL Management Corp. ("Seller"), Drs. Paul A.G. Loomans FB ("Purchaser") and Cutler Law Group ("Escrow Agent"). RECITALS: A. Seller desires to sell in the aggregate 526,087 shares of common stock (the "Shares") of Applied DNA Sciences, Inc. ("APDN" or "Company") to Purchaser; and B. Purchaser desires to purchase the Shares from Seller on the terms and conditions set forth in this Agreement. IT IS AGREED: 1. Purchase and Sale of Shares. Subject to the terms and conditions herein, --------------------------- Seller hereby agrees to sell the Shares to Purchaser and Purchaser hereby agrees to purchase from Seller in the aggregate 326,087 Shares for a purchase price per share equal to $0.92 USD (the "Initial Purchase Price per Share"), 200,000 Shares for a purchase price per share equal to $1.00 USD (the "Subsequent Purchase Price per Share") for a total aggregate purchase price of $500,000 USD (the "Purchase Price"). The sale of the Shares shall occur in two tranches, an initial tranche of $300,000 and a second tranche of $200,000, as more fully set forth below. Purchaser and Seller acknowledge and agree that this agreement is contingent upon the simultaneous execution and delivery by Seller to Purchaser of (i) that certain Stock Option Agreement of even date herewith with respect to the sale of 1,843,071 shares of APDN common stock at an exercise price of $1.00 per share exercisable until June 25, 2005; and (ii) that certain Stock Option Agreement of even date herewith with respect to the sale of 1,880,842 shares of APDN common stock at an exercise price of $1.00 per share exercisable until August 9, 2005. 2. Delivery of Shares. -------------------- (a) Seller shall deliver the shares to the Escrow Agent together with appropriate medallion guaranteed stock powers sufficient to transfer the shares into the name or names as designated by Purchaser. (b) On or before May 11, 2005, Purchaser has delivered $300,000 of the Purchase Price (the "Initial Purchase Price") to the Escrow Agent, via wire transfer of immediately available funds to the Escrow Agent's account set forth on Exhibit "A". Escrow Agent acknowledges receipt into escrow of such funds. (c) On or before May 25, 2005, Purchaser shall pay $200,000 of the Purchase Price (the "Subsequent Purchase Price") to the Escrow Agent, via wire transfer of immediately available funds to the Escrow Agent's account set forth on Exhibit "A". 3. Closing. ------- (a) The closing of the purchase and sale of the Shares ("Closing") shall take place on two separate dates. The initial closing of 326,087 of the Shares (the "Initial Shares") in consideration for $300,000 of the Purchase Price shall take place upon satisfactory transfer into escrow of the Shares and the Initial Purchase Price (the "Initial Closing Date"). At the Initial Closing, the Escrow Agent shall release the Initial Shares to Purchaser and shall release the Initial Purchase Price to Seller. (b) The second closing of 200,000 of the Shares (the "Subsequent Shares") in consideration for $200,000 of the Purchase Price shall take place on May 25, 2005 upon satisfactory transfer into escrow of the Shares and the Subsequent Purchase Price (the "Subsequent Closing Date"). At the Subsequent Closing, the Escrow Agent shall release the Subsequent Shares to Purchaser and shall release the Subsequent Purchase Price to Seller. (c) In the event that the Initial Closing does not take place by the close of business on May 26, 2005, then the Escrow Agent shall return the Purchase Price to the Purchaser and this Agreement shall terminate and be of no further force or effect unless otherwise advised in writing by Purchaser and Seller. 4. Representations of Seller. Seller represents and warrants to Purchaser as follows: (a) Seller is the record and beneficial owner of, and has good and marketable title to, the Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to securities laws restrictions. Seller has not granted to any person or entity any options or other rights to buy, or proxies or other rights to vote, the Shares. No other person or entity has any interest in the Shares of any nature. (b) Seller has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Seller to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Seller in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which Seller is a party or by which Seller (or any of its assets, properties, operations or businesses) may be bound, subject to or affected. 5. Representations of Purchaser. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Purchaser to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Purchaser in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority. 6. Notices. All notices, requests and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of the date delivered personally or one day after delivery to a nationally recognized overnight courier for next day early morning delivery, in each case to the addresses set forth on the signature page, or to such other address as shall be specified by like notice. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California without giving effect to principles of conflicts of law. 8. Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 9. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by all the parties. 10. Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement. 11. Further Assurances. The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement. 12. Confidentiality. Purchaser and Seller agree to keep this Agreement confidential and not to disclose the terms or any matters relating to this Agreement to anyone other unless required by law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. SELLER: /a/ Richard H. Langley Print Name: RHL Management Corp Address: 8233 Roxbury Road Los Angeles, CA 90069 FAX: (323) 656-8074 PURCHASER: By: /s/ Paul A.G. Loomans Name: Paul A.G. Loomans FB Address: Brugstraat 42 5731 HH Mierlo, Netherlands FAX 00.31.492.430643 ESCROW AGENT: Cutler Law Group By: /s/ M. Richard Cutler Name: M. Richard Cutler Title: President Address: 3206 West Wimbledon Drive Augusta, GA 30909 Fax: (706) 243-4206 EX-2 3 doc3.txt STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT ("Agreement") is dated as of May 10, 2005 (the "Effective Date"), by and between RHL MANAGEMENT CORP. ("Seller"), PAUL A.G. LOOMANS FB ("Purchaser"), and CUTLER LAW GROUP, A PROFESSIONAL LAW CORPORATION ("Escrow Agent"). RECITALS -------- WHEREAS, Seller proposes to issue to Purchaser an option to acquire ONE MILLION EIGHT HUNDRED FORTY-THREE THOUSAND SEVENTY-ONE (1,843,071) shares (the "Shares") of the authorized and issued common stock of Applied DNA Sciences, Inc. ("APDN"), presently held by Seller, in accordance with the terms of this Agreement; and WHEREAS, in consideration of the promises and the mutual agreements herein set forth, the parties hereto agree as follows: AGREEMENT --------- SECTION 1 Issuance of Option. Upon execution of this Agreement, Seller hereby issues Purchaser an option to acquire 1,843,071 Shares of APDN Common Stock, fully paid and non-assessable at an exercise price of $1.00 USD per share (the "Per Share Exercise Price"), or an aggregate of $1,843,071 USD (the "Purchase Price") subject to the terms of this Agreement (the "Option"). SECTION 2 Expiration of Option. Purchaser's option rights to acquire the Shares shall expire at 5:00 pm, Eastern Standard Time, on June 25, 2005. SECTION 3 Delivery of Shares. Seller has delivered the shares to the Escrow Agent together with appropriate medallion guaranteed stock powers sufficient to transfer the shares into the name or names as designated by Purchaser. SECTION 4 Exercise. The Option shall be exercised by delivery to Seller of (a) a written notice of exercise stating the information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) providing proof that payment has been sent by wire transfer on or before the expiration of the option as set forth in Section 2 hereof (a copy of the wire transfer confirmation number faxed to the Escrow Agent shall be considered proof), and (c) actual delivery by wire transfer of the Purchase Price to the Escrow Agent for further delivery to Seller at Closing received within seven days of any such Notice of Exercise. SECTION 5. Closing of Sale on Exercise. The closing of the purchase and sale of the Shares ("Closing") pursuant to this Option Agreement shall take place upon notice of exercise as set forth in Section 4 hereof and receipt of the Purchase Price into Escrow. At the Closing, the Escrow Agent shall release the Shares to Purchaser and shall release the Purchase Price to Seller. In the event that this Option shall not be exercised by the Expiration Date, the Shares shall be immediately returned by the Escrow Agent to the Seller. SECTION 6. No Rights as Stockholder. Purchaser shall have no rights as a stockholder with respect to the Shares covered by this Option until the Closing Date and delivery of the Shares to Purchaser, and no adjustment will be made for dividends or other rights for which the record date is prior to the Closing Date. SECTION 7. Sales of Remaining Shares by Seller during Option Period. So long as this option remains unexercised and the expiration date has not passed, Seller agrees not to sell on any public securities markets any shares of common stock of APDN at any price between $0.70 per share and $1.15 per share. This prohibition shall not apply to any sales by Seller at a public market price per share of $0.70 per share or less or any sales by Seller at a public market price per share of $1.15 or greater. SECTION 8. Representations of Seller. Seller represents and warrants to Purchaser as follows: (a) Seller is the record and beneficial owner of, and has good and marketable title to, the Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to securities laws restrictions. Seller has not granted to any person or entity any options or other rights to buy, or proxies or other rights to vote, the Shares. No other person or entity has any interest in the Shares of any nature. (b) Seller has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Seller to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Seller in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which Seller is a party or by which Seller (or any of its assets, properties, operations or businesses) may be bound, subject to or affected. SECTION 9. Representations of Purchaser. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Purchaser to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Purchaser in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority. SECTION 10. Notices. All notices, requests and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of the date delivered personally or one day after delivery to a nationally recognized overnight courier for next day early morning delivery, in each case to the addresses set forth on the signature page, or to such other address as shall be specified by like notice. SECTION 11. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California without giving effect to principles of conflicts of law. SECTION !2. Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. SECTION 13. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by all the parties. SECTION 14. Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement. SECTION 15. Further Assurances. The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement. SECTION 16 Confidentiality. Purchaser and Seller agree to keep this Agreement confidential and not to disclose the terms or any matters relating to this Agreement to anyone other unless required by law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. SELLER: /a/ Richard H. Langley Print Name: RHL Management Corp Address: 8233 Roxbury Road Los Angeles, CA 90069 FAX: (323) 656-8074 PURCHASER: By: /s/ Paul A.G. Loomans Name: Paul A.G. Loomans FB Address: Brugstraat 42 5731 HH Mierlo, Netherlands FAX 00.31.492.430643 ESCROW AGENT: Cutler Law Group By: /s/ M. Richard Cutler Name: M. Richard Cutler Title: President Address: 3206 West Wimbledon Drive Augusta, GA 30909 Fax: (706) 243-4206 EX-3 4 doc4.txt STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT ("Agreement") is dated as of May 10, 2005 (the "Effective Date"), by and between RHL MANAGEMENT CORP. ("Seller"), PAUL A.G. LOOMANS FB ("Purchaser"), and CUTLER LAW GROUP, A PROFESSIONAL LAW CORPORATION ("Escrow Agent"). RECITALS -------- WHEREAS, Seller proposes to issue to Purchaser an option to acquire ONE MILLION EIGHT HUNDRED EIGHTY THOUSAND EIGHT HUNDRED FORTY-TWO (1,880,842) shares (the "Shares") of the authorized and issued common stock of Applied DNA Sciences, Inc. ("APDN"), presently held by Seller, in accordance with the terms of this Agreement; and WHEREAS, in consideration of the promises and the mutual agreements herein set forth, the parties hereto agree as follows: AGREEMENT --------- SECTION 1 Issuance of Option. Upon execution of this Agreement, Seller -------------------- hereby issues Purchaser an option to acquire 1,880,842 Shares of APDN Common Stock, fully paid and non-assessable at an exercise price of $1.00 USD per share (the "Per Share Exercise Price"), or an aggregate of $1,880,842 USD (the "Purchase Price") subject to the terms of this Agreement (the "Option"). SECTION 2 Expiration of Option. Purchaser's option rights to acquire the -------------------- Shares shall expire at 5:00 pm, Eastern Standard Time, on August 9, 2005. SECTION 3 Delivery of Shares. Seller has delivered the shares to the -------------------- Escrow Agent together with appropriate medallion guaranteed stock powers sufficient to transfer the shares into the name or names as designated by Purchaser. SECTION 4 Exercise. The Option shall be exercised by delivery to Seller -------- of (a) a written notice of exercise stating the information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) providing proof that payment has been sent by wire transfer on or before the expiration of the option as set forth in Section 2 hereof (a copy of the wire transfer confirmation number faxed to the Escrow Agent shall be considered proof), and (c) actual delivery by wire transfer of the Purchase Price to the Escrow Agent for further delivery to Seller at Closing received within seven days of any such Notice of Exercise. SECTION 5. Closing of Sale on Exercise. The closing of the purchase and ------------------------------ sale of the Shares ("Closing") pursuant to this Option Agreement shall take place upon notice of exercise as set forth in Section 4 hereof and receipt of the Purchase Price into Escrow. At the Closing, the Escrow Agent shall release the Shares to Purchaser and shall release the Purchase Price to Seller. In the event that this Option shall not be exercised by the Expiration Date, the Shares shall be immediately returned by the Escrow Agent to the Seller. SECTION 6. No Rights as Stockholder. Purchaser shall have no rights as a stockholder with respect to the Shares covered by this Option until the Closing Date and delivery of the Shares to Purchaser, and no adjustment will be made for dividends or other rights for which the record date is prior to the Closing Date. SECTION 7. Sales of Remaining Shares by Seller during Option Period. So long as this option remains unexercised and the expiration date has not passed, Seller agrees not to sell on any public securities markets any shares of common stock of APDN at any price between $0.70 per share and $1.15 per share. This prohibition shall not apply to any sales by Seller at a public market price per share of $0.70 per share or less or any sales by Seller at a public market price per share of $1.15 or greater. SECTION 8. Representations of Seller. Seller represents and warrants to Purchaser as follows: (a) Seller is the record and beneficial owner of, and has good and marketable title to, the Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to securities laws restrictions. Seller has not granted to any person or entity any options or other rights to buy, or proxies or other rights to vote, the Shares. No other person or entity has any interest in the Shares of any nature. (b) Seller has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Seller to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Seller in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which Seller is a party or by which Seller (or any of its assets, properties, operations or businesses) may be bound, subject to or affected. SECTION 9. Representations of Purchaser. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Purchaser to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Purchaser in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority. SECTION 10. Notices. All notices, requests and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of the date delivered personally or one day after delivery to a nationally recognized overnight courier for next day early morning delivery, in each case to the addresses set forth on the signature page, or to such other address as shall be specified by like notice. SECTION 11. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California without giving effect to principles of conflicts of law. SECTION !2. Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. SECTION 13. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by all the parties. SECTION 14. Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement. SECTION 15. Further Assurances. The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement. SECTION 16 Confidentiality. Purchaser and Seller agree to keep this Agreement confidential and not to disclose the terms or any matters relating to this Agreement to anyone other unless required by law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. SELLER: /a/ Richard H. Langley Print Name: RHL Management Corp Address: 8233 Roxbury Road Los Angeles, CA 90069 FAX: (323) 656-8074 PURCHASER: By: /s/ Paul A.G. Loomans Name: Paul A.G. Loomans FB Address: Brugstraat 42 5731 HH Mierlo, Netherlands FAX 00.31.492.430643 ESCROW AGENT: Cutler Law Group By: /s/ M. Richard Cutler Name: M. Richard Cutler Title: President Address: 3206 West Wimbledon Drive Augusta, GA 30909 Fax: (706) 243-4206 -----END PRIVACY-ENHANCED MESSAGE-----