<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex103.txt
<TEXT>

                           APPLIED DNA SCIENCES, INC.



     WARRANT AGREEMENT,  dated March __, 2006 (the "Agreement"),  by and between
Applied  DNA  Sciences,   Inc.,  a  Nevada  corporation  (the  "Company"),   and
__________________  (individually  the "Warrant  Holder" and  collectively  with
others, the "Warrant Holders").

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
the Company and the Warrant Holder hereby agree as follows:

     1.  Exercise of Warrant.  This warrant (the  "Warrant")  shall  entitle the
Warrant  Holder  thereof to purchase an aggregate of _________  shares of common
stock par value $0.001 per share of the Company  ("Common Stock") at an exercise
price of $0.50 per share (the "Exercise  Price") per share.  This Warrant may be
exercised in whole or in part at any time or from time to time during the period
commencing  on March 8, 2006 and expiring at 5:00 p.m.,  New York City time,  on
March 7, 2011 (the  "Exercise  Term"),  or if such day is a day on which banking
institutions  in the State of New York are  authorized by law to close,  then on
the next  succeeding  day which  shall not be such a day,  by  presentation  and
surrender of the Warrant  Certificate  evidencing the Warrant to be exercised to
the  Company  at its  principal  office or at the  office of its stock  transfer
agent,  if any,  with  the  Exercise  Form  annexed  hereto  duly  executed  and
accompanied by payment of the Exercise Price for the number of shares  specified
in such form.  If any  Warrant  should be  exercised  in part only,  the Company
shall,  upon  surrender  of  the  Warrant   Certificates  for  cancellation  and
presentment of the Exercise Form, execute and deliver new a Warrant  Certificate
or Certificates, as the case may be, evidencing the rights of the Warrant Holder
thereof to  purchase  the  balance of the shares  purchasable  thereunder.  Upon
receipt by the Company of a Warrant  Certificate at its office,  or by the stock
transfer  agent of the Company at its office,  in proper form for  exercise  and
accompanied by the appropriate payment for the shares of Common Stock underlying
the Warrants (the "Warrant  Shares"),  the Warrant  Holder shall be deemed to be
the Warrant Holder of record of such Warrant  Shares,  notwithstanding  that the
stock  transfer  books of the Company shall then be closed or that  certificates
representing  such Warrant  Shares  shall not then be actually  delivered to the
Warrant  Holder.  Certificates  for the Warrant Shares shall be delivered to the
Warrant  Holder within a reasonable  time following the exercise of the Warrants
in accordance with the foregoing.

     2.  Alternative  Exercise  Provisions.  Anything  contained  herein  to the
contrary  notwithstanding,  subject to compliance by the Warrant Holder with the
restrictions  on offer and sale  referred  to in Section 11 hereof,  the Warrant
Holder,  at his option,  may exercise the Warrants,  in whole or in part, during
the Exercise Term by delivering to the Company a  confirmation  slip issued by a
brokerage  firm  that is a member  of the  National  Association  of  Securities
Dealers,  Inc. or the  equivalent  governing  body for broker  -dealers in other
nations,  with respect to the sale of those  number of Warrant  Shares for which
the Warrants are being  exercised,  and, in such case, the Company shall deliver
certificates  representing  such Warrant Shares on settlement date at the office
of the Company's stock transfer agent against payment for such Warrant Shares by
such brokerage firm or its clearing broker,  made payable to the Company or made
payable to the order of the Warrant Holder and endorsed by the Warrant Holder to
the Company.

<PAGE>
     3. Reservation and Listing of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance  and  delivery  upon  exercise of the
Warrants,  such number of shares of its Common  Stock as shall be  required  for
issuance and delivery  upon  exercise of the  Warrants.  As long as the Warrants
shall be outstanding, the Company shall use its best efforts to cause all shares
of Common Stock  issuable  upon the exercise of the Warrants to be listed on the
Over The Counter Bulletin Board or on Nasdaq or a national securities  exchange,
if such shares of Common Stock, as a class, are theretofore so listed.

     4. Fractional Shares. No fractional shares or scrip representing fractional
shares  shall be issued upon the  exercise of the  Warrants.  Any  fraction of a
share called for upon any exercise hereof shall be canceled. The Warrant Holder,
by his acceptance  hereof,  expressly waives any right to receive any fractional
share of stock or fractional Warrant upon exercise of the Warrants.

     5.  Exchange,  Transfer,  Assignment  or Loss of Warrant.  The Warrants are
exchangeable,  without  expense,  at the  option  of the  Warrant  Holder,  upon
presentation and surrender of the Warrant Certificates  evidencing such Warrants
to the Company at its office or at the office of its stock  transfer  agent,  if
any, for other Warrants of different  denominations entitling the Warrant Holder
thereof to purchase in the  aggregate  the same number of shares of Common Stock
as are purchasable  thereunder at the same respective Exercise Price. Subject to
Section 11 hereof,  upon  surrender of this Warrant  Agreement to the Company at
its principal  office or at the office of its stock transfer agent, if any, with
a duly  executed  assignment  form and funds  sufficient  to pay the  applicable
transfer tax, if any, the Company shall, without charge, execute and deliver new
Warrant  Agreement(s)  in the name of the assignee  named in such  instrument of
assignment and the original  Warrant  Agreement shall promptly be canceled.  The
Warrants  may be divided or combined  with other  Warrants  which carry the same
rights upon  presentation of the Warrant  Agreement  evidencing such Warrants at
the office of the Company or at the office of its stock transfer  agent, if any,
together with a written  notice signed by the Warrant  Holder hereof  specifying
the names and  denominations  in which new Warrant  Agreements are to be issued.
Upon receipt by the Company of evidence  satisfactory to it of the loss,  theft,
destruction  or mutilation of the Warrants,  and, in the case of loss,  theft or
destruction, of reasonably satisfactory indemnification,  and upon surrender and
cancellation of the Warrants, if mutilated, the Company will execute and deliver
new Warrant Agreements of like tenor and date.

     6. Rights of the Warrant  Holder.  The Warrant  Holder shall not, by virtue
hereof,  be  entitled  to any  rights  of a share  holder of the  Company  until
exercise of any Warrants.

     7.    Adjustments of Purchase Price and Number of Shares.

     (a)   Subdivision  and  Combination.  If  the  Company  shall  at any  time
subdivide  or combine  the  outstanding  shares of Common  Stock by way of stock
split,  reverse stock split or the like, the Exercise  Price shall  forthwith be
proportionately increased or decreased.

     (b)   Adjustment in Number of Shares. Upon each adjustment of  the Exercise
Price  pursuant to the  provisions  of paragraph  7(a),  the number of shares of
Common Stock issuable upon the exercise of each Warrant shall be adjusted to the
nearest full share of Common Stock by multiplying a number equal to the Exercise
Price in effect  immediately prior to such adjustment by the number of shares of

                                       2
<PAGE>
Common Stock  issuable upon exercise of the Warrants  immediately  prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

     (c)   Reclassification,  Consolidation,   Merger,  etc.  In  case   of  any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value,  or from no par value to par value, or as
a result of a subdivision or combination),  or in the case of any  consolidation
of the Company with, or merger of the Company into,  another  corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any  reclassification  or change of the outstanding
shares  of  Common  Stock,  except a  change  as a result  of a  subdivision  or
combination of such shares or a change in par value,  as  aforesaid),  or in the
case of a sale or conveyance to another corporation of all or a substantial part
of the property of the Company,  the Warrant  Holder shall  thereafter  have the
right to  purchase  the kind and number of shares of stock and other  securities
and  property  receivable  upon such  reclassification,  change,  consolidation,
merger, sale or conveyance as if the Warrant Holder were the owner of the shares
of Common Stock underlying the Warrants  immediately prior to any such events at
a price equal to the product of (x) the number of shares  issuable upon exercise
of the Warrants and (y) the Exercise  Price in effect  immediately  prior to the
record date for such reclassification,  change,  consolidation,  merger, sale or
conveyance as if such Warrant Holder had exercised the Warrants.

     (d)   Dividends  and  Other  Distributions  with   Respect  to  Outstanding
Securities.  In the  event  that the  Company  shall  at any  time  prior to the
exercise of all Warrants  declare a dividend  (other than a dividend  consisting
solely of shares of Common Stock or a cash dividend or distribution  payable out
of current or retained  earnings) or otherwise  distribute to the holders of its
Common Stock any monies, assets,  property,  rights,  evidences of indebtedness,
securities (other than shares of Common Stock), whether issued by the Company or
by another person or entity,  or any other thing of value, the Warrant Holder of
the unexercised Warrants shall thereafter be entitled, in addition to the shares
of Common Stock or other  securities  receivable upon the exercise  thereof,  to
receive, upon the exercise of such Warrants, the same monies, property,  assets,
rights,  evidences of indebtedness,  securities or any other thing of value that
they  would  have been  entitled  to  receive  at the time of such  dividend  or
distribution.  At the time of any such  dividend  or  distribution,  the Company
shall  make  appropriate  reserves  to  ensure  the  timely  performance  of the
provisions of this Subsection 7(e).

     (e)   Warrant  Agreement  After   Adjustment.  Irrespective  of any  change
pursuant to this Section 7 in the Exercise Price or in the number, kind or class
of shares or other securities or other property  obtainable upon exercise of the
Warrants,  this Warrant  Agreement may continue to express as the Exercise Price
and as the number of shares obtainable upon exercise,  the same price and number
of shares as are stated herein.

                                       3
<PAGE>
     (f)   Statement of  Calculation.  Whenever  the  Exercise  Price  shall  be
adjusted  pursuant  to the  provisions  of this  Section  7, the  Company  shall
forthwith  file at its  principal  office,  a statement  signed by an  executive
officer of the Company  specifying  the adjusted  Exercise  Price  determined as
above provided in such section.  Such statement shall show in reasonable  detail
the  method  of  calculation  of such  adjustment  and the facts  requiring  the
adjustment and upon which the calculation is based.  The Company shall forthwith
cause a notice setting forth the adjusted Exercise Price to be sent by certified
mail, return receipt requested, postage prepaid, to the Warrant Holder.

     8. Call Rights. The Company has the right, but not the obligation,  to call
this  Warrant  for $1.25 per share at the  earlier of (i) one year from the date
first set forth  above or (ii) from and after the date that the  Warrant  Shares
are  registered for public sale in the United States and the Common Stock trades
at or above  $1.25 per share for  twenty  (20)  consecutive  trading  days.  The
Company  may  exercise  this  right  of  redemption  by  written  notice  to the
registered holder of this Warrant together with payment of $1.25 or its Sterling
equivalent.

     9.    Definition of  "Common  Stock." For the purpose of the Warrants,  the
term "Common Stock" shall mean, in addition to the class of stock  designated as
the Common Stock,  $.001 par value, of the Company on the date hereof, any class
of stock resulting from successive  changes or  reclassifications  of the Common
Stock  consisting  solely of changes  in par value,  or from par value to no par
value,  or from no par value to par  value.  If at any  time,  as a result of an
adjustment  made pursuant to one or more of the  provisions of Section 7 hereof,
the shares of stock or other securities or property  obtainable upon exercise of
the Warrants shall include securities of the Company other than shares of Common
Stock or securities of another  corporation,  then thereafter the amount of such
other  securities so obtainable shall be subject to adjustment from time to time
in a manner and upon terms as nearly equivalent as practicable to the provisions
with  respect  to Common  Stock  contained  in  Section  7 hereof  and all other
provisions  of the  Warrants  with  respect to Common  Stock shall apply on like
terms to any such other shares or other securities.

     10. Registration Under the Securities Act of 1933. The Company will prepare
and file a registration  statement  with the Securities and Exchange  Commission
covering  the  Warrant  Shares  and the  shares of Common  Stock  issuable  upon
conversion of the 10% Secured Convertible Promissory Notes due September 7, 2007
of the Company  within thirty (30) days of the  effective  date of the Company's
pending registration statement on Form SB-2 (SEC File 333-122848) being declared
effective by the SEC., and it agrees to use its reasonable  best efforts to have
the registration  statement  declared  effective by the SEC by no later than one
hundred  and eighty  (180) days after  filing.  If the  Company  fails to file a
registration  statement with the SEC on or before the time frame described,  the
Warrant  Holders will be entitled to liquidated  damages in the amount of 2% per
month for each  month the  Company  is  delinquent  in filing  the  registration
statement.

     11.  Restrictions  on Offer and Sale.  THE OFFER AND SALE OF THE SECURITIES
REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED WITH OR APPROVED OR DISAPPROVED BY
THE UNITED STATES  SECURITIES  AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES
COMMISSION  OR  REGULATORY  AUTHORITY  AND  ARE  BEING  OFFERED  PURSUANT  TO AN
EXEMPTION FROM  REGISTRATION  UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE, "SECURITIES ACT").


        THE SALE, ASSIGNMENT,  CONVEYANCE,  PLEDGE, HYPOTHECATION OR TRANSFER OF
THE SECURITIES  REPRESENTED BY THIS WARRANT TO U.S. PERSONS,  AS DEFINED IN RULE
902(k) OF  REGULATION S  PROMULGATED  UNDER THE  SECURITIES  ACT, IS  PROHIBITED
EXCEPT (1) IN ACCORDANCE  WITH THE  PROVISIONS  OF  REGULATION S AS  PROMULGATED
UNDER THE SECURITIES ACT; (2) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT;
OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, AND ANY CERTIFICATE REPRESENTING WARRANT SHARES SHALL BEAR A LEGENT TO SUCH
EFFECT.

                                       4
<PAGE>
     12.   Notices to Warrant  Holders.  Nothing  contained  in  this  Agreement
shall be construed as conferring upon the Warrant Holder the right to vote or to
consent or to receive  notice as a share  holder in respect of any  meetings  of
share  holders for the election of directors or any other  matter,  or as having
any rights whatsoever as a share holder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

     (a)   The  Company  shall  take a  record of the  holders  of its shares of
Common  Stock  for the  purpose  of  entitling  them to  receive a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings,  as indicated by the
accounting  treatment  of such  dividend  or  distribution  on the  books of the
Company; or

     (b)   The Company  shall offer to all the holders of its Common  Stock  any
additional shares of capital stock of the Company or securities convertible into
or  exchangeable  for shares of capital  stock of the  Company,  or any warrant,
right or option to subscribe therefor; or

     (c)   A dissolution,  liquidation or winding up of the Company  (other than
in connection with a consolidation  or merger) or a sale of all or substantially
all of its property, assets and business shall be proposed; or

     (d)   There shall be any capital reorganization or reclassification of  the
capital  stock of the Company,  or  consolidation  or merger of the Company with
another entity;

     then,  in anyone or more of said  events,  the Company  shall give  written
notice of such  event at least  fifteen  (15) days  prior to the date fixed as a
record date or the date of closing the transfer books for the  determination  of
the share  holders  entitled  to such  dividend,  distribution,  convertible  or
exchangeable securities or subscription rights, warrants or options, or entitled
to vote on such  proposed  dissolution,  liquidation,  winding up or sale.  Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be.  Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection  with the  declaration  or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable  securities or subscription rights,  warrants or options, or any
proposed dissolution, liquidation, winding up or sale.

                                       5
<PAGE>
     13.   Notices.

     (a)   All  communications  under this  Agreement  shall be in  writing  and
shall be mailed by certified mail, postage prepaid, return receipt requested, or
telecopied  with  confirmation  of receipt or  delivered by hand or by overnight
delivery service:

                        If to the Company, at:

                        Applied DNA Operations Management, Inc.
                        Attn: Jim Hayward, Chief Executive Officer
                        25 Health Sciences Drive, Suite 113
                        Stony Brook, New York  11790


                        If to the Warrant Holder, to the address of such
                        Warrant Holder as it appears in the stock or
                        warrant ledger of the Company.

     (b)   Any notice so addressed, when mailed by registered or certified  mail
shall be deemed to be given three days after so mailed, when telecopied shall be
deemed to be given when  transmitted,  or when  delivered  by hand or  overnight
shall be deemed to be given when hand delivered or on the day following  deposit
with the overnight delivery service.

     14.   Successors.  All  the  covenants  and   provisions  of  this  Warrant
Agreement by or for the benefit of the Warrant Holder shall inure to the benefit
of his successors and assigns hereunder.

     15.   Termination. This Warrant Agreement will terminate on  the earlier of
(a) the  expiration  date of the  Warrants  or (b) the date all of the  Warrants
shall have been exercised.

     16.   Governing  Law. This Warrant  Agreement  shall  be deemed to  be made
under the laws of the State of New York and for all purposes  shall be construed
in accordance  with the laws of said State,  excluding  choice of law principles
thereof.

     17.   Entire Agreement,  Amendment, Waiver. This Warrant Agreement  and all
attachments  hereto and all  incorporation  by references set forth herein,  set
forth the entire  agreement  and  understanding  between  the  parties as to the
subject  matter  hereof  and  merges  and  supersedes  all  prior   discussions,
agreements and  understandings  of any and every nature among them. This Warrant
Agreement may be amended,  the Company may take any action herein  prohibited or
omit to take any action herein required to be performed by it, and any breach of
any covenant,  agreement,  warranty or representation may be waived, only if the

                                       6
<PAGE>
Company has obtained  the written  consent or waiver of the Warrant  Holder.  No
course of dealing  between or among any  persons  having  any  interest  in this
Warrant  Agreement  will be deemed  effective to modify,  amend or discharge any
part of this Warrant  Agreement or any rights or obligations of any person under
or by reason of this Warrant Agreement.

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                                       7
<PAGE>
                                      APPLIED DNA SCIENCES, INC.



                                      By: /s/ James Hayward
                                      ----------------------
                                      Name: James Hayward
                                      Title: CEO






                                        8
<PAGE>
                           APPLIED DNA SCIENCES, INC.

                              WARRANT EXERCISE FORM

                     (To be executed upon exercise Warrant)


        The undersigned,  the record holder of this Warrant,  hereby irrevocably
elects to exercise the right,  represented  by this Warrant,  to purchase ___ of
the Warrant Shares and herewith pays the Exercise  Price in accordance  with the
terms of this Warrant by tendering  payment for such Warrant Shares to the order
of APPLIED DNA SCIENCES, INC. in the amount of $_________.

        The undersigned requests that a certificate for the Warrant Shares being
purchased be registered in the name of ______________  and that such certificate
be delivered to __________.



Dated:_____________                          Signature:_________________________



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