<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>jan2820058kex44.txt
<TEXT>



Exhibit 4.4



                          REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  is made as of
January 28, 2005, by and among APPLIED DNA SCIENCES,  INC. (the  "Company")  and
VERTICAL CAPITAL PARTNERS, INC. (the "Investor Representative") on behalf of the
holders of Registrable  Securities (as  hereinafter  defined)  including but not
limited to the Note Holders listed or Schedule A herein (the "Note Holders").

          The Company has agreed to provide  certain  registration  rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or any similar successor statute as each may be in effect from time
to time  (collectively,  the "Securities  Act"), and applicable state securities
laws for holders of Registrable Securities.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investor Representative agree as follows:

                            ARTICLE 1 - DEFINITIONS

          1.1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

               (a) "Agreement" has the meaning set forth in the preamble hereto.

               (b) "Business Day" means any day other than a Saturday, Sunday or
          holiday  on  which  banking  institutions  in New  York,  New York are
          closed.

               (c) "Company" has the meaning set forth in the preamble hereto.

               (d) "Common Stock" shall mean the common stock of the Company.

               (e) "Exchange Act" means the Securities and Exchange Act of 1934,
          as amended, and the rules and regulations promulgated  thereunder,  or
          any similar successor  statute,  as each may be in effect from time to
          time.

               (f)  "Investor  Representative"  has the meaning set forth in the
          preamble hereto.

               (g) "Investors" means,  collectively,  the persons represented by
          the Investor Representative  including,  without limitation,  the Note
          Holders  and  any  of  their   transferees   or  assignees   who  have
          registration  rights under this Agreement in accordance with the terms
          hereof. "Investor" means any such persons, individually.
<PAGE>
               (h)  "register,"  "registered,"  and  "registration"  refer  to a
          registration effected by preparing and filing a Registration Statement
          or  Statements  in  compliance   with  the   Securities  Act  and  the
          declaration  or  ordering  of  effectiveness   of  such   Registration
          Statement or Statements by the SEC.

               (i) "Registrable  Securities" means (i) the Warrant Shares,  (ii)
          any Common Stock or other securities of the Company issued or issuable
          in respect of any Convertible  Note of the Company or other securities
          issued or  issuable  in  respect of such  Common  Stock upon any stock
          split, stock dividend,  recapitalization,  or similar event; (iii) any
          Warrant, Convertible Notes or Common Stock Issued under the conversion
          of any notes or exercise of any Warrants,  Bridge Notes or other notes
          sold  through  the  Investor  Representative,  (iv) any and all Common
          Stock,   Warrants  or  other   Securities   issued  to  the   Investor
          Representative,  Affiliates  of  the  Investor  Representative  or any
          assignee or designee of the  Investor  Representative  (v) any capital
          stock or other securities otherwise issued or issuable with respect to
          the Warrant  Shares or such other  securities;  (vi) any Common  Stock
          acquired  by a Note  Holder  by  reason  of  conversion  of a Note  or
          exercise  of any  Warrant;  provided,  however,  that shares of Common
          Stock  or  other  securities  shall  only be  treated  as  Registrable
          Securities  if and for so long as they  have  not  been (A) sold to or
          through a broker or dealer or underwriter in a public distribution, or
          (B) sold in a transaction  exempt from the registration and prospectus
          delivery  requirements  of  the  Securities  Act  under  Section  4(l)
          thereof,  in the case of either  clause  (A) or  clause  (B) in such a
          manner  that,  upon  the  consummation  of  such  sale,  all  transfer
          restrictions  and restrictive  legends with respect to such shares are
          removed  upon the  consummation  of such sale.  For the  avoidance  of
          doubt,  "Registrable  Securities"  does not  include  any  unexercised
          option(s) or  warrant(s)  for the purchase of any capital stock of the
          Company.

               (j) "Registration  Statement" means any registration statement of
          the Company under the Securities Act subject to or pursuant to Article
          2 or another provision of this Agreement, as applicable.

               (k)  "SEC"  means  the  United  States  Securities  and  Exchange
          Commission.

               (l) "Selling  Securityholder" means any Investor participating in
          any registration of Registrable Securities pursuant to this Agreement.

               (m)  "Convertible  Note" has the  meaning  set forth in the first
          recital hereof.

               (n) "Warrant  Shares"  means the shares of Common Stock issued or
          issuable upon  exercise or  conversion  of the warrants  issued by the
          Company  from time to time in  connection  with  sales of  Registrible
          Securities.

          1.2.  Capitalized  Terms.   Capitalized  terms  used  herein  and  not
otherwise  defined  herein shall have the  respective  meanings set forth in the
agreements with respect to sale of Registirable Securities.



                                       2
<PAGE>



                            ARTICLE 2 - REGISTRATION

          2.1.  "Registration".  The Company has contractually committed to file
with the SEC an S-1, SB-2 or other registration  statement on or before February
15, 2005 with respect to the Registratible  Securities (as defined herein) in an
offering of up to  $6,000,000  of Units in December 2004 and January 2005 shares
underlying the Notes and Warrants includes in Units and by the Company.

          2.2  Penalty for Not Going  Effective.  If within 120 days of February
15,  2005,  the  Registration   Statement  referenced  herein  is  not  declared
effective,  the Company will pay each investor a penalty equal to 3.5% per month
to the  holders  of the  2003  Bridge  Note,  the  $1,000,000  Convertible  Note
referenced  herein and all the  investors  who  subscribe to the  December  2004
Convertible  Note offering.  Said penalty can be paid in cash or stock solely at
the discretion of the company.

                     ARTICLE 3 - OBLIGATIONS OF THE COMPANY

          In connection with the registration of the Registrable Securities, the
Company shall have the following obligations:

          3.1. Availability of Registration Statement. The Company shall prepare
promptly and file with the SEC any Registration Statement required by Article 2,
and use commercially  reasonable  efforts to cause such  Registration  Statement
relating to  Registrable  Securities to become  effective  within 120 days after
such filing,  and keep the  Registration  Statement  continuously  effective and
available for use at all times,  except as set forth herein,  until such date as
all of the Registrable  Securities have been sold pursuant to such  Registration
Statement (the "Registration Period").

          3.2. Amendments to Registration  Statement.  The Company shall prepare
and file with the SEC such amendments (including post-effective  amendments) and
supplements  to a Registration  Statement and the prospectus  used in connection
with the  Registration  Statement as may be  necessary to keep the  Registration
Statement  effective and such  prospectus  available for use at all times during
the  Registration  Period  (including,   without   limitation,   amendments  and
supplements  necessary in connection with a change in the "Plan of Distribution"
section in any  Registration  Statement or prospectus)  and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable  Securities  covered by the Registration  Statement until the
termination  of the  Registration  Period.  The  Company  shall  cause  any such
amendment  and/or new  Registration  Statement  to become  effective  as soon as
practicable following the filing thereof.

          3.3.  Information.  Upon written request, the Company shall furnish to
any Selling  Securityholder  and its legal  counsel,  promptly after the same is
prepared  and  publicly  distributed,  filed with the SEC,  or  received  by the
Company,  one copy of the Registration  Statement and any amendment thereto, and
such number of copies of each prospectus, including each preliminary prospectus,
and all amendments and  supplements  thereto,  and such other  documents as such
Selling  Securityholder  may  reasonably  request  in  order to  facilitate  the
disposition of the Registrable Securities. The Company shall promptly notify all
Selling  Securityholders  of the effectiveness of any Registration  Statement or
post-effective amendments thereto.

                                       3
<PAGE>
          3.4.  Blue  Sky.  The  Company  shall (a)  register  and  qualify  the
Registrable   Securities  covered  by  any  Registration   Statement  under  the
securities  laws of such  jurisdictions  in the  United  States as each  Selling
Securityholder who holds any such Registrable  Securities  reasonably  requests,
(b)  prepare  and  file  in  those  jurisdictions  such  amendments   (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications  as may be necessary to maintain  the  effectiveness  thereof and
availability for use during the Registration Period, (c) take such other actions
as may be reasonably necessary to maintain such registrations and qualifications
in effect at all times during the  Registration  Period,  and (d) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (i) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3.4,  (ii) subject  itself to general  taxation in any such
jurisdiction,  or (iii) file a general consent to service of process in any such
jurisdiction.

          3.5. Limitations on Subsequent Registration Rights. From and after the
date of this Agreement,  the Company shall not enter into any agreement granting
any holder or prospective  holder of any securities of the Company  registration
rights with respect to such securities without the prior written consent of more
than 50% of the number of Registrable  Securities then outstanding,  unless such
new registration rights, including standoff obligations,  are subordinate to the
rights of the Investors hereunder.

          3.6.  Correction of Statements  or Omissions.  As soon as  practicable
after  becoming  aware of such event,  the Company  shall  publicly  announce or
notify all Selling  Securityholders  of the happening of any event, of which the
Company has actual knowledge,  as a result of which the prospectus included in a
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or fails to state a material fact required to be stated therein or
necessary to make the statements  therein not misleading,  and use  commercially
reasonable efforts as soon as possible to (but in any event it shall within five
Business  Days or three  Business  Days of the receipt by the  Company  from its
accountants of financial  information  required to correct such untrue statement
or  omission,   as  applicable)   prepare  a  supplement  or  amendment  to  the
Registration  Statement  (and  make all  required  filings  with the SEC and all
applicable  state  securities  or blue sky  commissions)  to correct such untrue
statement or omission if not otherwise  satisfied through the filing of a report
to the SEC or  otherwise  pursuant  to  applicable  securities  laws (but such a
supplement   or   amendment   or  other   filing   shall  not  be  required  if,
notwithstanding the Company's commercially  reasonable efforts to so prepare and
file such supplement, amendment or other filing, such a supplement, amendment or
other  filing is no longer  required by  applicable  law to correct  such untrue
statement  or  omission  because  such  untrue  statement  or omission no longer
exists) and the Company  shall  simultaneously  (and  thereafter  as  requested)
deliver such number of copies of such  supplement  or amendment to each Investor
(or other applicable document) as such Investor may request in writing.

          3.7.  Stop  Orders.  The  Company  shall use  commercially  reasonable
efforts  to  prevent  the  issuance  of any stop  order or other  suspension  of
effectiveness of a Registration  Statement,  and, if such an order is issued, to
obtain the  withdrawal of such order at the earliest  practicable  time, and the
Company shall immediately notify all Selling  Securityholders  and, in the event
of an underwritten  offering,  the managing  underwriter(s),  of the issuance of
such order and the resolution thereof.

                                       4
<PAGE>
          3.8.  Inspection  of Records.  The Company  shall provide each Selling
Securityholder,  and any underwriter who may participate in the  distribution of
Registrable Securities, and their respective representatives, the opportunity to
conduct a reasonable inquiry of the Company's financial and other records during
normal  business hours and make available its officers,  directors and employees
for questions  regarding  information which the Selling  Securityholders and any
such  underwriter  may reasonably  request in connection  with the  Registration
Statement;   provided,   however,  the  Selling  Securityholders  and  any  such
underwriter  shall hold in confidence  and shall not make any  disclosure of any
record or other  information  which the Company  determines  in good faith to be
confidential,  and of which  determination  the  inspectors  are so  notified in
writing,  unless (a) the  disclosure  of such  records is  necessary to avoid or
correct a  misstatement  or  omission  in any  Registration  Statement,  (b) the
release of such records is ordered  pursuant to a subpoena or other order from a
court or government body of competent jurisdiction,  or is otherwise required by
applicable law or legal process, or (c) the information in such records has been
made generally  available to the public other than by disclosure in violation of
this or any other agreement (to the knowledge of the relevant inspector).

          3.9.  Investor  Information.  The Company shall hold in confidence and
not make any  disclosure  of  non-public  information  concerning  any  Investor
provided  to the  Company  by  such  Investor  unless  (a)  disclosure  of  such
information is necessary to comply with federal or state securities laws, rules,
statutes or regulations,  (b) the disclosure of such information is necessary to
avoid or correct a  misstatement  or omission in any  Registration  Statement or
other  public  filing by the  Company,  (c) the release of such  information  is
ordered pursuant to a subpoena or other order from a court or governmental  body
of competent  jurisdiction  or is otherwise  required by applicable law or legal
process,  (d) such  information has been made generally  available to the public
other than by  disclosure  in violation of this or any other  agreement,  or (e)
such  Investor  consents  to the form and  content of any such  disclosure.  The
Company agrees that it shall,  upon learning that disclosure of such information
concerning  any  Investor  is  sought in or by a court or  governmental  body of
competent  jurisdiction  in or through  other means,  give prompt notice to such
Investor  prior to making  such  disclosure,  and allow  such  Investor,  at its
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.  3.10. Listing.  The Company shall use
commercially  reasonable  efforts to cause the listing and the  continuation  of
listing of all the Registrable  Securities covered by any Registration Statement
on each securities  exchange or quotation system upon which any other securities
of the Company is then listed or quoted.

          3.11.  Transfer Agent.  The Company shall provide a transfer agent and
registrar,  which may be a single  entity,  for the  Registrable  Securities not
later than the effective date of the Registration Statement.

          3.12. Delivery of Certificates; Opinions of Counsel. The Company shall
cooperate  with  any  and  all  Selling  Securityholders  who  hold  Registrable
Securities being offered and the managing  underwriter or underwriters,  if any,
to facilitate the timely  preparation and delivery of certificates  (not bearing
any  restrictive  legends)  representing  Registrable  Securities  to be offered
pursuant to the  Registration  Statement and enable such  certificates  to be in
such   denominations   or  amounts,   as  the  case  may  be,  as  such  Selling


                                       5
<PAGE>
Securityholders  or the  managing  underwriter  or  underwriters,  if  any,  may
reasonably request and registered in such names as such Selling  Securityholders
or the managing underwriter or underwriters,  if any, may request, and, upon the
written  request  of  the  transfer  agent  for  the  Company  or  the  managing
underwriter or  underwriters,  as  applicable,  within two Business Days of such
request,  the  Company  shall  cause  legal  counsel  selected by the Company to
deliver to the transfer agent or the managing  underwriter or  underwriters,  as
applicable, and the Selling Securityholders an opinion (a "Transfer Opinion") of
such counsel in a form  reasonably  acceptable to the transfer agent or managing
underwriter or  underwriters,  as applicable,  and the Selling  Securityholders.
Such opinion shall include, without limitation,  opinions to the effect that (i)
the Registration  Statement has become effective under the Securities Act and no
order suspending the effectiveness of the Registration Statement,  preventing or
suspending the use of the Registration  Statement,  any preliminary  prospectus,
any final  prospectus,  or any amendment or supplement  thereto has been issued,
nor has the SEC or any  securities  or blue sky  authority  of any  jurisdiction
instituted or threatened  to institute any  proceedings  with respect to such an
order,  (ii) all of the  Registrable  Securities  covered  by such  Registration
Statement  may  be  sold  or  otherwise  transferred  pursuant  to the  Plan  of
Distribution  set forth in the  prospectus  forming  a part of the  Registration
Statement,  and (iii) the Registration  Statement and each prospectus  forming a
part thereof  (including  each  preliminary  prospectus),  and any  amendment or
supplement  thereto,  complies as to form with the Securities Act. Such Transfer
Opinion shall also state the  jurisdictions in which the Registrable  Securities
have been registered or qualified for sale.

          3.13.  Compliance  with  Laws.  The  Company  shall  comply  with  all
applicable  laws related to a  Registration  Statement  and offering and sale of
securities  covered by the  Registration  Statement and all applicable rules and
regulations  of  governmental  authorities in connection  therewith  (including,
without limitation, the Securities Act and the Exchange Act).

                    ARTICLE 4 - OBLIGATIONS OF THE INVESTORS

          4.1.   Obligations  of  the  Investors.   Each  Investor  electing  to
participate  in  any  registration  of  Registrable   Securities  as  a  Selling
Securityholder generally agrees as follows:

               (a) Information Concerning Investors;  Cooperation.  Each Selling
          Securityholder agrees to cooperate with the Company in connection with
          the preparation and filing of any  Registration  Statement  hereunder,
          and  for so  long  as the  Company  is  obligated  to  keep  any  such
          Registration  Statement  effective,  such Selling  Securityholder will
          provide  to the  Company,  in  writing,  for  use in the  Registration
          Statement, all information regarding such Selling Securityholder,  the
          Registrable  Securities held by him, her or it, the intended method of
          distribution of such Registrable Securities and such other information
          as may be necessary to enable the Company to prepare the  Registration
          and prospectus covering the Registrable Securities and to maintain the
          currency  and  effectiveness  thereof.  At least 30 days  prior to the
          first anticipated filing date of a Registration Statement, the Company
          shall  notify  each  Selling  Securityholder  of the  information  the


                                       6
<PAGE>
          Company so requires  from each such  Selling  Securityholder  and each
          Selling  Securityholder  shall  deliver to the Company such  requested
          information  within 20 days of request  therefor  or shall be excluded
          from such registration.

               (b) SEC.  Each Selling  Securityholder  agrees to use  reasonable
          efforts to cooperate  with the Company (at the  Company's  expense) in
          responding  to  comments  of the  staff  of the SEC  relating  to such
          Investor.

               (c)  Suspension of Offering or  Distribution.  On notice from the
          Company of the  happening  of any of the events  specified in Sections
          3.6 or 3.7,  the  Company  requires  the  suspension  by such  Selling
          Securityholder   of  the   distribution  of  any  of  the  Registrable
          Securities,  then such Selling  Securityholder shall cease offering or
          distributing the Registrable Securities until such time as the Company
          notifies such Selling Securityholder that offering and distribution of
          the Registrable Securities may recommence.

                      ARTICLE 5 - EXPENSES OF REGISTRATION

          5.1.  Expenses.  With  respect  to each  registration  of  Registrable
Securities  hereunder,  all  expenses  (other than  underwriting  discounts  and
commissions and transfer taxes), including,  without limitation,  the reasonable
fees and  disbursements  of one  counsel  to the  Selling  Securityholders,  all
registration,  listing and qualification fees, printers and accounting fees, and
the fees and  disbursements  of counsel for the  Company,  shall be borne by the
Company.

                          ARTICLE 6 - INDEMNIFICATION

          In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

          6.1. Indemnification by the Company. The Company will indemnify,  hold
harmless and defend (a) each Selling  Securityholder,  (b) each  underwriter  of
Registrable  Securities,  and (c) the directors,  officers,  partners,  members,
employees,  agents and persons who control each such Selling  Securityholder and
any such  underwriter  within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, if any (each, a "Investor  Indemnified Person"),
against any losses,  claims,  damages,  liabilities  or expenses  (collectively,
together with  actions,  proceedings  or inquiries  whether or not in any court,
before  any  administrative   body  or  by  any  regulatory  or  self-regulatory
organization,  whether commenced or threatened, in respect thereof, "Claims") to
which any of them may become subject  insofar as such Claims arise out of or are
based upon: (i) any untrue  statement or alleged untrue  statement of a material
fact in a  Registration  Statement or the omission or alleged  omission to state
therein  a  material  fact  required  to be  stated  or  necessary  to make  the
statements  therein not misleading,  (ii) any untrue statement or alleged untrue
statement of a material  fact  contained in any  preliminary  prospectus if used
prior to the effective date of such Registration  Statement, or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission


                                       7
<PAGE>
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the  Securities  Act, the Exchange  Act,  any other law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating to the offer or sale of the Registrable  Securities (the matters in the
foregoing  clauses (i) through  (iii) being,  collectively,  "Violations").  The
Company shall reimburse each such Investor Indemnified Person,  promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees and
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein,  the  Company  shall not be  required to  indemnify  or hold  harmless a
Investor  Indemnified Person (A) with respect to a Claim arising out of or based
upon (1) any violation of federal or state securities laws, rules or regulations
committed by such Investor  Indemnified  Persons (or any person who controls any
of them or any agent,  broker-dealer  or underwriter  engaged by them) or in the
case of a non-underwritten  offering,  any failure by such Investor  Indemnified
Person  to give  any  purchaser  of  Registrable  Securities  at or prior to the
written confirmation of such sale, a copy of the most recent prospectus,  (2) an
untrue  statement  or  omission  contained  in  any  Registration  Statement  or
prospectus  which  statement  or  omission  was  made in  reliance  upon  and in
conformity  with written  information  provided by or on behalf of such Investor
Indemnified  Person  specifically  for  use or  inclusion  in  the  Registration
Statement  or any  prospectus,  (3) any  prospectus  used after such time as the
Company  advised  such  Investor  Indemnified  Person  that the filing of a post
effective amendment or supplement thereto was required, except the prospectus as
so amended or  supplemented,  or (4) any prospectus  used after such time as the
Company's  obligation to keep the Registration  Statement  effective and current
has  expired or been  suspended  hereunder,  provided,  that the  Company has so
advised such Investor Indemnified Person; (B) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company,  which consent shall not be unreasonably  withheld;  and
(C) with respect to any preliminary  prospectus,  shall not inure to the benefit
of a Investor Indemnified Person if the untrue statement or omission of material
fact contained in the preliminary  prospectus was corrected on a timely basis in
the prospectus,  as then amended or supplemented,  if such corrected  prospectus
was timely made  available  by the Company  pursuant to Section 3.6 hereof,  and
such Investor  Indemnified Person was promptly advised in writing not to use the
incorrect  prospectus  prior to the use giving rise to a Claim and such Investor
Indemnified Person,  notwithstanding  such advice, used it. Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf of the Investor  Indemnified Person and shall survive the transfer of the
Registrable Securities by a Investor pursuant to Article 9.

          6.2.  Indemnification by Investors. An Investor shall indemnify,  hold
harmless  and  defend,  to the same  extent and in the same  manner set forth in
Section 6.1, the Company, each of its directors,  each of its officers who signs
the  Registration  Statement,  its  employees,  agents and persons,  if any, who
control the Company  within the meaning of Section 15 of the  Securities  Act or
Section 20 of the Exchange Act, and any other securityholder  selling securities
pursuant to the Registration Statement and any underwriter of securities covered
by such  Registration  Statement,  together  with its  directors,  officers  and
members,  and any person who controls such  securityholder or underwriter within
the  meaning  of the  Securities  Act or the  Exchange  Act  (each,  a  "Company
Indemnified Person"), against any Claim to which any of them may become subject,
under the Securities  Act, the Exchange Act or otherwise,  insofar as such Claim
arises out of or is based upon any  Violation,  in each case to the extent  (and
only  to the  extent)  that  such  Violation  occurs  in  reliance  upon  and in
conformity  with written  information  furnished to the Company by such Investor
expressly  for use in  connection  with such  Registration  Statement;  and such
Investor will reimburse any legal or other  expenses  (promptly as such expenses
are incurred and are due and payable)  reasonably incurred by them in connection
with  investigating  or defending any such Claim;  provided,  however,  that the
indemnity  agreement  contained  in this  Section 6.2 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior

                                       8
<PAGE>
written  consent  of such  Investor,  which  consent  shall not be  unreasonably
withheld;  and provided,  further,  however,  that such Investor shall be liable
under this  Agreement  (including  this Section 6.2 and Article 7) for only that
amount as does not exceed the net proceeds actually received by such Investor as
a result of the sale of  Registrable  Securities  pursuant to such  Registration
Statement.  Such indemnity  shall remain in full force and effect  regardless of
any investigation  made by or on behalf of such Company  Indemnified  Person and
shall  survive  the  transfer of the  Registrable  Securities  by such  Investor
pursuant  to Article  9.  Notwithstanding  anything  to the  contrary  contained
herein, the indemnification agreement contained in this Section 6.2 with respect
to any  preliminary  prospectus  shall not inure to the  benefit of any  Company
Indemnified  Person  if the  untrue  statement  or  omission  of  material  fact
contained in the  preliminary  prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented,  and the Company Indemnified Person
failed to utilize such corrected prospectus.

          6.3. Notices.  Promptly after receipt by a Investor Indemnified Person
or Company Indemnified Person under this Article 6 of notice of the commencement
of any action  (including any governmental  action),  such Investor  Indemnified
Person or Company  Indemnified Person shall, if a Claim in respect thereof is to
be made  against any  indemnifying  party under this  Article 6,  deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying party shall have the right (at its expense) to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other
indemnifying  party  similarly  noticed,  to assume and continue  control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Investor  Indemnified Person or the Company  Indemnified Person, as the case
may be; provided,  however, that such indemnifying party shall diligently pursue
such  defense  and an  indemnifying  party  shall not be  entitled to assume (or
continue)  such  defense if the  representation  by such counsel of the Investor
Indemnified  Person or Company  Indemnified  Person and the  indemnifying  party
would be inappropriate due to actual or potential  conflicts of interest between
such Investor  Indemnified  Person or Company  Indemnified  Person and any other
party  represented by such counsel in such proceeding or the actual or potential
defendants  in,  or  targets  of,  any such  action  include  both the  Investor
Indemnified Person or the Company Indemnified Person and the indemnifying party,
and  any  such  Investor   Indemnified  Person  or  Company  Indemnified  Person
reasonably  determines  that  there  may be  legal  defenses  available  to such
Investor  Indemnified  Person or Company  Indemnified Person which are different
from  or  in  addition  to  those   available   to  such   indemnifying   party.
Notwithstanding  any  assumption  of  such  defense  and  without  limiting  any
indemnification  obligation  provided  for in Section  6.1 or 6.2,  the  Company
Indemnified Person or Investor  Indemnified Person, as the case may be, shall be
entitled to be  represented  by counsel (at its own expense if the  indemnifying
party is permitted to assume and continue  control of the defense and  otherwise
at the expense of the indemnifying  party) and such counsel shall be entitled to
participate  in such  defense.  The  failure  to deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Investor Indemnified Person or Company Indemnified Person under this Article VI,
except  to the  extent  that  the  indemnifying  party  is  actually  materially
prejudiced in its ability to defend such action. The indemnification required by
this Article 6 shall be made by periodic  payments of the amount  thereof during
the course of the  investigation or defense,  as such expense,  loss,  damage or
liability is incurred and is due and payable.

                            ARTICLE 7 - CONTRIBUTION

          7.1.  To  provide  for  just  and  equitable  contribution,  if (i) an
indemnified party makes a claim for  indemnification  pursuant to Section 6.1 or
6.2 (subject to the  limitations  thereof)  but it is found in a final  judicial
determination,  not subject to further appeal, that such indemnification may not
be enforced in such case,  even though this  Agreement  expressly  provides  for
indemnification  in such case, or (ii) any  indemnified  or  indemnifying  party
seeks contribution under the Securities Act, the Exchange Act or otherwise, then
the Company (including for this purpose any contribution made by or on behalf of
any  director  of the  Company,  any  officer of the Company who signed any such
registration  statement,  and any  controlling  person of the Company within the
meaning of Section 15 of the  Securities  Act or Section  20(a) of the  Exchange
Act),  as  one  entity,  and  the  Selling   Securityholders  whose  Registrable
Securities  are included in such  registration  in the aggregate  (including for
this purpose any  contribution  by or on behalf of an indemnified  party),  as a
second entity, shall contribute to the losses, liabilities, claims, damages, and
expenses  whatsoever  to  which  any of them  may be  subject,  on the  basis of
relevant equitable  considerations such as the relative fault of the Company and
such Selling Securityholders in connection with the facts which resulted in such
losses,  liabilities,  claims, damages, and expenses. The relative fault, in the
case of an untrue  statement,  alleged untrue  statement,  omission,  or alleged
omission,  shall be determined by, among other things,  whether such  statement,
alleged statement, omission, or alleged omission relates to information supplied
by the Company or by such Selling  Securityholders,  and the  parties'  relative
intent, knowledge, access to information,  and opportunity to correct or prevent
such statement, alleged statement, omission, or alleged omission. Subject to the
following sentence,  the Company and Investors agree that it would be unjust and
inequitable  if the  respective  obligations  of the  Company  and  the  Selling
Securityholders  for  contribution  were  determined  by pro rata or per  capita
allocation of the aggregate losses,  liabilities,  claims, damages, and expenses
(even if the Selling  Securityholders  and the other  indemnified  parties  were
treated as one entity for such  purpose)  or by any other  method of  allocation
that does not reflect the equitable  considerations  referred to in this Section
7.1. In no case shall any Selling Securityholder be responsible for a portion of
the contribution  obligation imposed on all Selling Securityholders in excess of
the net proceeds actually received by such Selling Securityholder as a result of
the sale of Registrable Securities pursuant to such Registration  Statement.  No
person guilty of a fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who is not guilty of such  fraudulent  misrepresentation.  For  purposes of this
Section 7.1, each person, if any, who controls any Selling Securityholder within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act and each officer,  director,  partner,  employee, agent, and counsel of each
such  Selling  Securityholder  or control  person  shall have the same rights to
contribution as such Selling  Securityholder  or control person and each person,
if any,  who  controls  the  Company  within  the  meaning  of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, each officer of the Company
who signs the Registration  Statement,  each director of the Company, and its or
their  respective  counsel  shall have the same  rights to  contribution  as the
Company, subject in each case to the provisions of this Section 7.1. Anything in
this Section 7.1 to the contrary  notwithstanding,  no party shall be liable for
contribution  with  respect to the  settlement  of any claim or action  effected
without its written consent. This Section 7.1 is intended to supersede any right
to contribution under the Securities Act, the Exchange Act or otherwise.

                          ARTICLE 8 - MARKET STAND-OFF

          8.1. "Market Stand-Off".  Each Investor hereby agrees that, during the
period  specified  by the Company and any  underwriter  of Common Stock or other
securities  of the  Company  following  the  effective  date  of a  Registration
Statement of the Company  filed under the  Securities  Act, it shall not, to the
extent  requested by the Company and such  underwriter,  directly or  indirectly
sell, offer to sell, contract to sell (including,  without limitation, any short
sale),  grant any option to purchase or otherwise  transfer or dispose of (other
than to donees who agree to be similarly  bound) any  securities  of the Company
held by it at any time during such period except  Common Stock  included in such
registration;  provided,  that (i) such market  stand-off  time period shall not
exceed  180 days  following  the  effective  date of such  registration  if such
registration relates to the Company's initial public offering of securities, and
shall not exceed 90 days  following the effective date of such  registration  in
all other cases; (ii) the directors, officers and holders of more than 2% of the
Company's  then  outstanding  capital  stock  (each such  director,  officer and
stockholder,  a "Lockup  Party")  shall have agreed to be at least as restricted
with respect to the offer, sale or other transfer of such persons' securities in
the Company (a "lockup"); and (iii) the Company shall promptly provide notice to
each Investor of any discretionary waiver or early termination by the Company or
its  underwriter  of the lockup of any Lockup Party,  and cause each Investor to
receive,  on  a  proportionate   basis,  the  benefit  of  any  such  waiver  or
termination.

                   ARTICLE 9 - REPORTS UNDER THE EXCHANGE ACT

          9.1. Rule 144 Reporting.  With a view to making available the benefits
of certain  rules and  regulations  of the SEC which may at any time  permit the
sale of the Registrable Securities to the public without registration after such
time as a public market exists for the Common Stock of the Company,  the Company
agrees to:

               (a) Make and keep public  information  available,  as those terms
          are understood  and defined in Rule 144 under the  Securities  Act, at
          all times  after  the date that the  Company  becomes  subject  to the
          reporting requirements of the Securities Act or the Exchange Act;

               (b) File with the  Commission  in a timely manner all reports and
          other  documents  required of the Company under the Securities Act and
          the  Exchange  Act (at any time  after it has  become  subject to such
          reporting requirements); and

               (c) So long as any Investor owns any Registrable  Securities,  to
          furnish to such  Investor  forthwith  upon  written  request a written
          statement  by the  Company  as to its  compliance  with the  reporting
          requirements  of said  Rule 144 (at any time  after 90 days  after the
          effective  date  of the  first  registration  statement  filed  by the
          Company for an offering of its securities to the general public),  and
          of the  Securities  Act and the Exchange Act (at any time after it has
          become  subject to such  reporting  requirements),  a copy of the most
          recent  annual or  quarterly  report of the  Company,  and such  other
          reports and  documents  of the Company  and other  information  in the
          possession  of or  reasonably  obtainable  by the  Company as any such
          Investor  may  reasonably  request in  availing  itself of any rule or
          regulation  of the  SEC  allowing  such  Investor  to  sell  any  such
          securities without registration.

                                       9
<PAGE>
          ARTICLE 10 - AMENDMENT AND ASSIGNMENT OF REGISTRATION RIGHTS

          10.1.  Assignment of Registration  Rights.  The rights of any Investor
hereunder as to Registrable Securities  transferred by such Investor,  including
the right to have the Company register  Registrable  Securities pursuant to this
Agreement,  shall be automatically assigned by the Investor to any transferee of
all or any portion of the Registrable  Securities,  whether such transfer occurs
before  or after the  Registration  Statement  becomes  effective,  if:  (a) the
transferring  Investor  agrees in writing  with the  transferee  or  assignee to
assign such  rights,  and a copy of such  agreement  is furnished to the Company
within 10 days after such  assignment,  (b) the Company is, within 10 days after
such transfer or  assignment,  furnished with written notice of (i) the name and
address of such transferee or assignee,  and (ii) the securities with respect to
which such registration rights are being transferred or assigned,  (c) following
such transfer or assignment,  the further  disposition of such securities by the
transferee  or assignee is  restricted  under the  Securities  Act or applicable
state  securities  laws, and (d) at or before the time the Company  receives the
written notice  contemplated  by clause (b) of this sentence,  the transferee or
assignee  agrees in writing for the benefit of the Company to be bound by all of
the  provisions  contained  herein.  The rights of any Investor  hereunder  with
respect to any  Registrable  Securities  retained by such Investor  shall not be
assigned by virtue of the transfer of other Registrable Securities.

          10.2. Amendment of Registration  Rights.  Except as expressly provided
in this  Agreement,  neither this  Agreement nor any term hereof may be amended,
waived,  discharged or terminated other than by a written  instrument  signed by
the party against whom enforcement of any such amendment,  waiver,  discharge or
termination is sought;  provided,  however, that holders of more than 50% of the
Registrable  Securities  may,  with the written  consent of the Company,  waive,
modify or amend on behalf of all holders, any provisions hereof benefitting such
holders,  so long as the effect  thereof  will be that all such  holders will be
treated equally.

                           ARTICLE 11 - MISCELLANEOUS

          11.1.  Registered Holders. A person or entity is deemed to be a holder
(or a holder in  interest) of  Registrable  Securities  whenever  such person or
entity  owns of record such  Registrable  Securities.  If the  Company  receives
conflicting  instructions,  notices  or  elections  from two or more  persons or
entities with respect to the same Registrable Securities,  the Company shall act
upon the basis of instructions,  notice or election received from the registered
owner of such Registrable Securities.

          11.2. Notices,  etc. All notices and other communications  required or
permitted  under this Agreement  shall be sent by registered or certified  mail,
postage  prepaid,  overnight  courier,  confirmed  facsimile or other electronic
transmission or otherwise delivered by hand or by messenger, addressed (a) if to
a Investor, at such Investor's address set forth on the signature page hereto or
at such other  address as such Investor  shall have  furnished to the Company in


                                       10
<PAGE>
writing,  (b) if to the Company at its offices to the attention of the President
or at such other address as the Company shall have furnished to the Investors in
writing,  or (c) if any transferee or assignee of a Investor pursuant to Section
10.1, at such address as such transferee or assignee shall have furnished to the
Company  in  writing.  Each  such  notice or other  communication  shall for all
purposes of this  Agreement be treated as  effective or having been  received or
given, as applicable,  (i) when delivered if delivered personally,  (ii) if sent
by mail,  at the  earlier  of its  receipt  or three  Business  Days  after  the
registration or certification  thereof,  (iii) if sent by overnight courier, one
Business  Day after the same has been  deposited  with a  nationally  recognized
courier  service,  or (iv) when sent by confirmed  facsimile or other electronic
transmission, on the day sent (if a Business Day) if sent during normal business
hours of the  recipient,  and if not, then on the next  Business Day  (provided,
that such facsimile or other electronic transmission is followed by delivery via
another method permitted by this Section 11.2).

          11.3.  Delays or  Omissions.  Except  as  expressly  provided  in this
Agreement,  no delay or omission to exercise any right, power or remedy accruing
to any Investor upon any breach or default of the Company  under this  Agreement
shall  impair any such right,  power or remedy of such  Investor nor shall it be
construed  to be a waiver of any such  breach  or  default,  or an  acquiescence
therein,  or of or in any similar breach or default  thereafter  occurring;  nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default  theretofore  or  thereafter  occurring.  Any waiver,  permit,
consent or approval of any kind or  character on the part of any Investor of any
breach  or  default  under  this  Agreement,  or any  waiver  on the part of any
Investor of any provisions or conditions of this  Agreement,  must be in writing
and  shall  be  effective  only to the  extent  specifically  set  forth in such
writing.  All  remedies,  either  under this  Agreement  or by law or  otherwise
afforded to any Investor shall be cumulative and not alternative.

          11.4. Governing Law; Jurisdiction. This Agreement shall be governed in
all respects by the laws of the State of New York without  giving  effect to the
conflicts of laws principles thereof.  All suits, actions or proceedings arising
out of, or in connection with, this Agreement or the  transactions  contemplated
by this  Agreement  shall be brought in any federal or state court of  competent
subject  matter  jurisdiction  sitting in New York, New York Each of the parties
hereto by execution and delivery of this  Agreement,  expressly and  irrevocably
(i) consents and submits to the personal  jurisdiction of any such courts in any
such  action or  proceeding;  (ii)  consents  to the  service of any  complaint,
summons,  notice or other  process  relating to any such action or proceeding by
delivery  thereof to such party as set forth in Section 11.2  hereof;  and (iii)
waives  any  claim or  defense  in any such  action or  proceeding  based on any
alleged lack of personal  jurisdiction,  improper venue, forum non conveniens or
any similar basis.

          11.5.  Entire  Agreement;  Amendment.  This  Agreement  and the  other
documents  delivered  pursuant to this  Agreement at the Closing  constitute the
full and entire  understanding  and agreement between the parties with regard to
the subject  matter hereof and thereof and supersede  all prior  agreements  and
merge all prior  discussions,  negotiations,  proposals  and offers  (written or
oral) between them,  and no party shall be liable or bound to any other party in
any manner by any representations, warranties, covenants or agreements except as
specifically set forth herein or therein.  Except as expressly  provided in this
Agreement,  neither this  Agreement nor any term hereof may be amended,  waived,
discharged or terminated other than by a written  instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

                                       11
<PAGE>
          11.6.  Successors  and  Assigns.  Subject to  Article  10 hereof,  the
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the permitted successors,  assigns,  heirs,  executors and administrators of the
parties to this Agreement, except that the Company may not assign this Agreement
without  the  written  consent  of the  Holders  of at  least  50%  of the  then
outstanding Registrable Securities.

          11.7.  Titles and  Subtitles.  The headings in this Agreement are used
for  convenience  of reference only and shall not be considered in construing or
interpreting this Agreement.

          11.8.  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument.  This  Agreement  may  be  delivered  by  facsimile,  and  facsimile
signatures shall be treated as original signatures for all applicable purposes.

          11.9. Further Assurances. Each party shall do and perform, or cause to
be done and performed,  all such further acts and things,  and shall execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

          11.10.  Consents.  Unless otherwise  provided herein, all consents and
other  determinations to be made pursuant to this Agreement shall be made on the
basis of a  majority  in  interest  (determined  by number of  securities)  with
respect to the Registrable Securities.

          11.11. Severability. In the event that any provision of this Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision.

          11.12. No Third Party  Beneficiaries.  This Agreement shall not confer
any rights or  remedies  upon any person  other than the  parties  hereto,  each
investor,  their  permitted  successors  and assigns and  parties  eligible  for
indemnification  under Article 6, and only in accordance  with the express terms
of this Agreement.

          11.13.   Confidentiality  of  Agreement,  Press  Releases  and  Public
Announcements.  Except as set forth below,  the parties  shall,  and shall cause
their officers, employees and representatives to, treat and hold as confidential
the existence and terms of this Agreement at all times. No party shall issue any
press release or make any public announcement  relating to the subject matter of
this Agreement without the prior written approval of the Company and the holders
of at least 50% of the number of Registrable Securities; provided, however, that
any party may make any public  disclosure  it believes in good faith is required
by  applicable  law  (including  applicable  securities  laws) or any listing or
trading  agreement  concerning  its  publicly-traded  securities  to  make  such
disclosure (in which case the disclosing  party will use its reasonable  efforts
to advise the other parties in writing prior to making the disclosure).

                                       12
<PAGE>
          11.14.  Construction.  The parties  have  participated  jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement.  Any reference to any federal, state, local or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations  promulgated  thereunder and any applicable  common law,  unless the
context requires  otherwise.  The word "including"  shall mean including without
limitation and is used in an  illustrative  sense rather than a limiting  sense.
Terms  used with  initial  capital  letters  will have the  meanings  specified,
applicable  to singular and plural  forms,  for all purposes of this  Agreement.
Reference  to any gender  will be deemed to include  all genders and the neutral
form.

          11.15. Incorporation of Exhibits, Annexes and Schedules. The Exhibits,
Annexes and Schedules  identified in this  Agreement,  if any, are  incorporated
herein by reference and made a part hereof.

   [Remainder of page left intentionally blank. Signature page(s) to follow.]


                                       13
<PAGE>
          IN WITNESS WHEREOF,  the parties have caused this Registration  Rights
Agreement to be duly executed as of the date first above written.

COMPANY:                                       APPLIED DNA SCIENCES, INC.


                                               By:/S/ Peter Brockelsby
                                                  --------------------
                                                  Name: Peter Brockelsby
                                                  Title: President


INVESTOR REPRESENTATIVE:                       VERTICAL CAPITAL PARTNERS, INC.


                                               By:/S/ Robert DePalo
                                                  Name:Robert DePalo
                                                  Title:Chairman

                                                 Address for Notice Purposes:

                                                 VERTICAL CAPITAL PARTNERS, INC.
                                                 488 Madison Avenue, 8th Floor
                                                 New York, New York 10022
                                                 Fax:  (212) 446-0020



<PAGE>

</TEXT>
</DOCUMENT>
