<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>mar1320068kex101.txt
<TEXT>

                                    Exhibit B
                                    ---------
                              SUBSCRIPTION BOOKLET
                              --------------------

                     APPLIED DNA OPERATIONS MANAGEMENT, INC.
                             (A Nevada Corporation)

Dear Investor:

     On behalf of Applied DNA Operations Management,  Inc. (the "Company"), I am
pleased to provide the enclosed  Confidential  Private  Offering  Memorandum and
Subscription  Supplement  with respect to the private  placement  offering of 70
units (the "Units") for sale to  accredited  investors at a price of $50,000 per
Unit (the "Offering") on a "best efforts" no minimum,  with a $3,500,000 maximum
offering basis. Each Unit consists of (i) a $50,000 Principal Amount 10% Secured
Convertible  Promissory  Note ("Note" or "Notes") and (ii)  warrants to purchase
100,000 shares of common stock of the Company's parent corporation,  Applied DNA
Sciences,  Inc.,  a Nevada  corporation  ("Applied  DNA" and  together  with the
Operations Company hereinafter, the "Company"), exercisable for a period of five
years at a price of $0.50 per  share  (the  "Warrants").  The  Warrants  will be
callable at $1.25 on the earlier of (i) one year from  issuance or (ii) once the
underlying  shares are  registered and if Applied DNA's stock trades at or above
$1.25 per share for 20 consecutive trading days. The Notes, and interest accrued
thereon,  are convertible  into shares of common stock of Applied DNA at a price
of $0.50 per share,  by the  holder  anytime  from  issuance  through  the first
anniversary  and shall  automatically  convert  on the  eighteenth  month  after
issuance at a 20%  discount  of the  average BID price for the ten trading  days
prior to conversion.  In addition,  the holder will have the right anytime after
the 15th month and through the 18th month to request payment of accrued interest
and principal in cash and,  anytime prior to  conversion,  the Company will have
the  irrevocable  right to repay the note and  interest on 3 days  notice,  such
notice will allow the Note Holders to convert in to common shares of Applied DNA
Sciences, Inc. or be repaid their respective principal and interest.

     Your attention is directed to the following:


     [ ]       Payment  for the  Units:  You may pay for your  Units by check or
               wire transfer. To expedite the closing of this offering, however,
               the Company  kindly  requests  that  payment be tendered via wire
               transfer.

     [ ]       To deposit  funds by wire  transfer,  please  contact  Verity San
               Souci at 212 446-0006 to receive the wiring instructions.

               or/  Checks  should be made  payable to  Applied  DNA  Operations
               Managements,  Inc.  and sent  with  your  Subscription  Documents
               directly to the Company at the address listed below.

     [ ]       Execution of Subscription  Documents:  You must carefully  review
               and   complete,   in  full,   the   Subscription   Agreement  and
               Confidential  Offering  Questionnaire that is included as part of
               this booklet.  Please be sure to execute pages (6). Please return
               the executed  Subscription  Agreement and  Confidential  Offering
               Questionnaire to:

                           Applied DNA Operations Management, Inc.
                           Attn:  Jim Hayward
                                  25 Health Sciences Drive, Suite 113
                                  Stony Brook,
                                  New York 11790
                                  Telephone: (516) 971-3634

     Upon  acceptance of your  subscription,  the Company will send to you fully
executed copies of the  Subscription  Agreement.  Your payment for the Units and
your properly  completed  Subscription  Documents  must be received on or before
January 30, 2005. This expiration date to reach the minimum subscriptions may be
extended for three  additional  periods,  each such period not to exceed  thirty
(30) days, at the sole decision of the Company without notice to any subscriber.
The enclosed  Confidential Private Offering Memorandum and exhibits describe the
material rights and  obligations  between the Company and you in connection with
this Offering.  Please review the Confidential  Private Offering  Memorandum and
exhibits carefully before deciding if this investment is appropriate for you.

     We are  pleased  to offer  you  this  opportunity  and  hope  that you will
consider the proposed investment in the Company.

                                 Sincerely,
                                 Applied DNA Operations Management, Inc.
                                 Jim Hayward, Chief Executive Officer


<PAGE>
                             SUBSCRIPTION AGREEMENT

Applied DNA Sciences, Inc.
25 Health Sciences Drive, Suite 113
Stony Brook,  New York 11790

Gentlemen and Ladies:

     The undersigned (the  "Subscriber")  hereby subscribes for ________ $50,000
Units, each consisting of (i) a $50,000 Principal Amount 10% Secured Convertible
Promissory Note ("Note" or "Notes") and (ii) warrants to purchase 100,000 shares
of common stock of Applied DNA Sciences,  Inc., a Nevada  corporation  ("Applied
DNA" and together with the Operations Company, the "Company"), exercisable for a
period  of five  years at a price of  $0.50  per  share  (the  "Warrants").  The
Warrants  will be callable at $1.25 on the earlier of (i) one year from issuance
or (ii) once the  underlying  shares are  registered  and if Applied DNA's stock
trades at or above $1.25 per share for 20  consecutive  trading days. The Notes,
and interest  accrued  thereon,  are convertible  into shares of common stock of
Applied DNA at a price of $0.50 per share,  by the holder  anytime from issuance
through the first anniversary and shall automatically  convert on the eighteenth
month  after  issuance  at a 20%  discount  of the average BID price for the ten
trading days prior to  conversion.  In addition,  the holder will have the right
anytime  after the 15th month and through  the 18th month to request  payment of
accrued  interest and principal in cash and,  anytime prior to  conversion,  the
Company will have the irrevocable right to repay the note and interest on 3 days
notice,  such notice will allow the Note Holders to convert in to common  shares
of Applied DNA or be repaid their respective principal and interest.


     1.   Subscription.  Subject to the terms and conditions hereof,  Subscriber
          agrees  to pay  $__________________  by  check  or  wire  transfer  of
          immediately  available funds as consideration for his Note. Subscriber
          tenders  herewith a check made  payable to the order of,  Applied  DNA
          Operations  Management,  Inc.  or  wire  transfer,  in the  amount  of
          $__________________.  Subscriber  acknowledges  and  agrees  that this
          subscription is irrevocable by Subscriber but is subject to acceptance
          by the Company.

     2.   Security.  Borrower  agrees that until the principal and interest owed
          under this promissory note are paid in full, this note will be secured
          by  a  security   agreement  and  Uniform  Commercial  Code  Financing
          statement  giving  Lender  a  security  interest  in all the  patents,
          trademarks,  equipment, fixtures, inventory and accounts receivable of
          the business's known as Applied DNA Sciences,  Inc and / or any of its
          subsidiaries. The Borrower, by execution of this note and subscription
          agreement certifies under penalty of perjury that to the best of their
          knowledge the security  pledged under this is not pledged,  encumbered
          or hypothecated to any parties .

     3.   Closing.  The undersigned  Subscriber  understands and agrees that the
          Company  intends to make an initial  closing of this offering of Units
          in the Company on or  before__________,  but may be extended for three
          additional  periods,  each such period not to exceed thirty (30) days,
          at the sole decision of the Company  without notice to any subscriber.
          If the  Company  does  not  accept  Subscriber  prior  to the  initial
          closing,   this  Subscription   Agreement  and  Confidential  Offering
          Questionnaire,   together  with  Subscriber's   funds  and  any  other
          documents  delivered  to the  Company,  shall be promptly  returned to
          Subscriber.

     4.   Subscription  Compliance.  The undersigned Subscriber agrees that this
          subscription is subject to the following terms and conditions:

          The  Company  shall have the right,  in its sole  discretion,  to: (i)
          accept  or reject  this  subscription;  (ii)  determine  whether  this
          Subscription  Agreement has been properly  completed by Subscriber and
          (iii)  determine  whether  Subscriber  has  met  all of the  Company's
          requirements  for  investment  in a Note.  If the  Company  deems this
          subscription  to be  defective,  deficient or otherwise  non-compliant
          with the terms of this offering,  Subscriber's  funds will be returned
          promptly to Subscriber without interest or deduction.

                                       2
<PAGE>
     5.   Receipt of Information.

          a.   The   undersigned    Subscriber   and   Subscriber's    purchaser
               representative,  if any, have received a copy of the Confidential
               Private  Offering  Memorandum.  The  Subscriber,  either alone or
               together with Subscriber's purchaser representative, if any, have
               such knowledge and  experience in financial and business  matters
               as to be able to evaluate  the merits and risks of an  investment
               in the Company.

          b.   The   undersigned    Subscriber   and   Subscriber's    purchaser
               representative, if any, have had the opportunity to ask questions
               of and receive answers from the Company  concerning the terms and
               conditions  of the  offering  of the Units by the  Company and to
               obtain any additional  information Subscriber has requested which
               is necessary to verify the accuracy of the information  furnished
               to the  undersigned  Subscriber  concerning  the Company and such
               offering.

     6.   Representations of Subscriber.  In connection with the purchase of the
          Note, the undersigned Subscriber hereby represents and warrants to the
          Company as follows:

          a.   If the undersigned  Subscriber is an individual  purchaser of the
               Unit(s),  Subscriber  represents  and warrants  that he/she is at
               least  twenty-five  years of age and a resident of the Country of
               _____________________________________  and is not  nor  has  ever
               been a United States person, as defined in Rule 902 of Regulation
               S promulgated under the Securities Act of 1933 (the "1933 Act").

          b.   If the  undersigned  Subscriber  is a  Company,  trust  or  other
               corporate entity purchaser of the Unit(s),  Subscriber represents
               and warrants that it is duly organized and validly existing under
               the laws of the Country of ____________________________,  and has
               all requisite  powers to purchase the Unit(s).  If the subscriber
               is a trust,  none of the trustees are United States  persons,  as
               defined in Rule 902 of  Regulation S  promulgated  under the 1933
               Act.

          c.   The undersigned Subscriber is an "accredited investor" as defined
               in Rule 501 of Regulation D promulgated under the 1933 Act.

          d.   The Unit(s) is being purchased for the  Subscriber's  own account
               without the participation of any other person, with the intent of
               holding  the  Unit(s)  for  investment  and without the intent of
               participating,  directly or indirectly,  in a distribution of the
               Unit(s)  and not with a view to,  or for a resale  in  connection
               with, any distribution of the Unit(s) or any portion thereof, nor
               is the undersigned  aware of the existence of any distribution of
               the Company's  securities.  Furthermore,  the  undersigned has no
               present  intention  of  dividing  such  Unit(s)  with  others  or
               reselling or otherwise  disposing of any portion of such Unit(s),
               either  currently or after the passage of a fixed or determinable
               period of time, or upon the  occurrence or  nonoccurrence  of any
               predetermined event or circumstance.

          e.   The undersigned Subscriber has no need for liquidity with respect
               to his purchase of a Unit(s),  is able to bear the economic  risk
               of an investment in the Unit(s) for an indefinite  period of time
               and is able to afford a complete loss of such investment.

          f.   The undersigned  represents that his financial  commitment to all
               investments   (including   his  investment  in  the  Company)  is
               reasonable relative to his net worth and liquid net worth.

          g.   The undersigned  Subscriber  recognizes that the Unit(s) will be:
               (i) sold to Subscriber  without  registration  under any state or
               federal law relating to the  registration of securities for sale;
               (ii)  issued  and  sold  in  reliance  on  the   exemption   from
               registration  under the Nevada Securities Act (the "Act");  (iii)
               issued and sold in reliance on the  exemption  from  registration
               under the 1933 Act  provided by Section 4(2) of the 1933 Act; and
               (iv) issued and sold to non-United States persons,  as defined in
               Section 902(k) under Regulation S promulgated under the 1933 Act.

                                       3
<PAGE>
          h.   The  undersigned  Subscriber  is  aware  that any  resale  of the
               Unit(s)  cannot be made except in accordance  with Rule 904 under
               Regulation S promulgated under the 1933 Act.

          i.   The  undersigned  is not  acquiring  the  Unit(s)  based upon any
               representation,  oral or written,  by any person with  respect to
               the future value of, or income from,  the Unit(s) but rather upon
               an  independent  examination  and judgment as to the prospects of
               the Company.

          j.   The  undersigned  Subscriber  understands  that the  Company is a
               newly formed Company and lacks an operating  history.  Subscriber
               appreciates  and understands the risks involved with investing in
               a Company with no operating history.

          k.   The Company, by and through itself and/or legal counsel, has made
               no  representations  or warranties as to the  suitability  of the
               undersigned Subscriber's investment in the Company, the length of
               time the undersigned will be required to own the Unit(s),  or the
               profit to be realized,  if any, as a result of  investment in the
               Company.  Neither  the  Company  nor  its  counsel  has  made  an
               independent  investigation  on behalf of Subscriber,  nor has the
               Company, by and through itself and counsel, acted in any advisory
               capacity to Subscriber.

          l.   The Company, by and through itself and/or legal counsel, has made
               no  representations  or warranties  that the past  performance or
               experience  on  the  part  of the  Company,  or  any  partner  or
               affiliate,  their  partners,  salesmen,  associates,  agents,  or
               employees  or of any other  person,  will in any way indicate the
               predicted results of the ownership of the Unit(s).

          m.   The Company has made available for inspection by the undersigned,
               and his purchaser  representative,  if any, the books and records
               of the Company.  Upon reasonable  notice,  such books and records
               will continue to make  available for inspection by investors upon
               reasonable  notice during normal  business hours at the principal
               place of business of the Company.

          n.   The  Unit(s)  was not offered to the  undersigned  Subscriber  by
               means of publicly disseminated advertisement or sales literature,
               nor is  Subscriber  aware of any offers made to other  persons by
               such means.

          o.   All information which the undersigned  Subscriber has provided to
               the Company  concerning the Subscriber is correct and complete as
               of the date set forth at the end of this Subscription  Agreement,
               and if  there  should  be any  material  adverse  change  in such
               information   prior   to   receiving   notification   that   this
               subscription has been accepted,  the undersigned will immediately
               provide the Company with such information.

     7.   Agreements  of  Subscriber.   The  undersigned  Subscriber  agrees  as
          follows:

          a.   The sale of the Unit(s) by the  Company has not been  recommended
               by any  federal  or state  securities  commission  or  regulatory
               authority.   Furthermore,  the  foregoing  authorities  have  not
               confirmed  the  accuracy  or  determined  the  adequacy  of  this
               Subscription  Agreement  or  the  Confidential  Private  Offering
               Memorandum.

                                       4
<PAGE>
          b.   The Unit(s) will not be offered for sale,  sold,  or  transferred
               other than pursuant to: (i) an effective  registration  under the
               Act or in a transaction which is otherwise in compliance with the
               Act;  (ii) an effective  registration  under the 1933 Act or in a
               transaction  otherwise in compliance with the 1933 Act; and (iii)
               evidence  satisfactory  to the  Company  of  compliance  with the
               applicable  securities laws of other  jurisdictions.  The Company
               shall be entitled to rely upon an opinion of counsel satisfactory
               to it with respect to compliance with the above laws.

          c.   The Company is under no  obligation to register the Unit(s) or to
               comply  with any  exemption  available  for  sale of the  Unit(s)
               without  registration,  and the  information  necessary to permit
               routine  sales of securities of the Company under Rule 144 of the
               1933 Act are not now  available,  and no assurance has been given
               that  they  will  become  available.  The  Company  is  under  no
               obligation  to act in any manner so as to make Rule 144 available
               with respect to the Unit(s).

          d.   There  is no  established  market  for  the  Units  and it is not
               anticipated  that any public market for the Units will develop in
               the future.

          e.   The Company may, if it so desires,  refuse to permit the transfer
               of the Unit(s)  unless the request for transfer is accompanied by
               an  opinion of counsel  acceptable  to the  Company to the effect
               that  neither the sale nor the proposed  transfer  will result in
               any violation of the 1933 Act or the applicable  securities  laws
               of any other jurisdiction.

          f.   A legend  indicating  that the  Unit(s)  has not been  registered
               under such securities laws and referring to the  restrictions and
               transferability  of  Unit(s)  may be placed  on the  certificates
               delivered  to  the  undersigned  Subscriber  or  any  substitutes
               therefore and any transfer agent of the Company may be instructed
               to require compliance  therewith.  The Unit(s) is further subject
               to restriction of transfer as set forth in the By-laws, a copy of
               which the Subscriber has read and approved.

     7. Indemnification of the Company. The undersigned  understands the meaning
and legal consequences of the representations  and warranties  contained herein,
and hereby  agrees to indemnify and hold  harmless the Company,  its  respective
agents, officers,  managers and affiliates from and against any and all damages,
losses, costs and expenses (including  reasonable attorneys' fees) which they or
any of them may incur by reason of the failure of the undersigned  Subscriber to
fulfill  any of the terms of this  Subscription  Agreement,  or by reason of any
breach of the  representations  and warranties made by the Subscriber herein, or
in any document provided by the Subscriber to the Company.

     8. Representative  Capacity.  If an investment in the Company is being made
by a corporation,  trust or estate the undersigned  individual signing on behalf
of the  Subscriber,  represents  that he has all  right  and  authority,  in his
capacity  as  an  officer,   managing   member,   trustee,   executor  or  other
representative of such corporation, trust or estate, as the case may be, to make
such  decision  to  invest  in the  Company  and to  execute  and  deliver  this
Subscription  Agreement  on behalf of such  corporation,  trust or estate as the
case  may  be,  enforceable  in  accordance  with  its  terms.  The  undersigned
individual  also  represent that any such  corporation,  trust or estate was not
formed for the purpose of buying the Unit(s) hereby subscribed.

     8.   Special Power of Attorney.

     a.   The undersigned Subscriber,  by executing this Subscription Agreement,
          irrevocably  makes,  constitutes and appoints any executive officer of
          the Company, and each of them individually,  as the undersigned's true
          and lawful  attorney,  for the  undersigned  and in the  undersigned's
          name, place and stead, and for the use and benefit of the undersigned,
          to execute and acknowledge and, to the extent  necessary,  to file and
          record:

                                       5
<PAGE>
               1.   such  certificates,  instruments  and  documents  as  may be
                    required  to be filed by the  Company  or which the  Company
                    deems  advisable  to file  under  the  laws of the  State of
                    Nevada  or any  other  state or  jurisdiction  in which  the
                    Company transacts business; and

               2.   all conveyances or other instruments or documents necessary,
                    appropriate  or  convenient  to effect the  dissolution  and
                    termination of the Company.

     b.   Such a power of attorney:

               1.   is a special power of attorney  coupled with an interest and
                    is irrevocable; and;

               2.   shall  survive the death or  disability  of the  undersigned
                    Subscriber.

     c.   The  undersigned   Subscriber   hereby  agrees  to  be  bound  by  any
          representations made by the Company or its substitutes acting pursuant
          to this Special Power of Attorney,  and the undersigned  hereby waives
          any and all defenses which may be available to him to contest,  negate
          or disaffirm its actions or the actions of his substitutes  under this
          Special Power of Attorney.  The powers herein  granted are granted for
          the sole and exclusive benefit of the undersigned and not on behalf of
          any other person, in whole or in part.

     10.  Subscription Not Revocable.  The undersigned  hereby  acknowledges and
agrees that the undersigned is not entitled to cancel,  terminate or revoke this
Subscription  Agreement or any agreements of the undersigned  hereunder and that
this Subscription  Agreement shall survive the dissolution,  death or disability
of the undersigned.

     11. Restrictions on Transferability. The undersigned understands and agrees
that the purchase and resale,  pledge,  hypothecation  or other  transfer of the
Unit(s)  is  restricted  by certain  provisions  of the  By-laws of Applied  DNA
Operations  Management,  Inc. and that the Unit(s)  shall not be sold,  pledged,
hypothecated or otherwise transferred unless the Unit(s) is registered under the
Securities Act of 1933, as amended,  and applicable  state securities laws or an
exemption from such registration is available.

     12.  Governing Law. This  Subscription  Agreement is being delivered and is
intended to be  performed  in the state of Nevada,  and shall be  construed  and
enforced in accordance  with,  and the law of such state shall govern the rights
of parties.

     13. Numbers and Gender.  In this Agreement,  the masculine  gender includes
the feminine gender and the neuter and the singular  includes the plural,  where
appropriate to the context.


                                       6

<PAGE>
                     APPLIED DNA OPERATIONS MANAGEMENT, INC.
                                SIGNATURE PAGE TO
                             SUBSCRIPTION AGREEMENT

     Subscriber hereby elects to subscribe under the Subscription  Agreement for
a total of  $______________  of UNITS (NOTE:  to be completed by subscriber) and
executes the Subscription Agreement.

     IN  Witness  WHEREOF,   the  undersigned  has  executed  this  Subscription
Agreement on the date set forth below.

Date of Execution: ___________, 2006

                             IF INDIVIDUAL INVESTOR:
                                   -----------------------------------
                                   (Signature)

                                   -----------------------------------
                                   (Printed Name)


                             IF CORPORATION, TRUST,
                            ESTATE OR REPRESENTATIVE:

                                      --------------------------------
                                      Name of Investor

                                      By:      ________________________________

                                      Name:    ________________________________

                                      Title:   ________________________________



                    (Investors do not write below this line)

APPROVED THIS ____ DAY OF ___________, 2006 Applied DNA Operations Management,
Inc.

By:      _______________________

Name:    _______________________      Title:_______________________


                                       7
</TEXT>
</DOCUMENT>
