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<SEC-DOCUMENT>0001013762-06-000535.txt : 20060314
<SEC-HEADER>0001013762-06-000535.hdr.sgml : 20060314
<ACCEPTANCE-DATETIME>20060314153641
ACCESSION NUMBER:		0001013762-06-000535
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20060308
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060314
DATE AS OF CHANGE:		20060314

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPLIED DNA SCIENCES INC
		CENTRAL INDEX KEY:			0000744452
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				592262718
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	002-90539
		FILM NUMBER:		06684981

	BUSINESS ADDRESS:	
		STREET 1:		25 HEALTH SCIENCES DRIVE
		STREET 2:		SUITE 113
		CITY:			STONY BROOK
		STATE:			NY
		ZIP:			11790
		BUSINESS PHONE:		631 444 6862

	MAIL ADDRESS:	
		STREET 1:		25 HEALTH SCIENCES DRIVE
		STREET 2:		SUITE 113
		CITY:			STONY BROOK
		STATE:			NY
		ZIP:			11790

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROHEALTH MEDICAL TECHNOLOGIES INC
		DATE OF NAME CHANGE:	20010504

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DCC ACQUISITION CORP
		DATE OF NAME CHANGE:	19990211

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DATALINK CAPITAL CORP/TX/
		DATE OF NAME CHANGE:	19980306
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mar1320068k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 8, 2006

                           Applied DNA Sciences, Inc.
             (Exact name of registrant as specified in its charter)



          Nevada                       002-90539               59-2262718
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


        25 Health Sciences Drive, Suite 113, Stony Brook, New York 11790
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (631) 444-6862




Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation.
Item 3.02 Unregistered Sales of Equity Securities.

     On March 8, 2006,  we  completed a private  placement  offering in which we
sold an  aggregate  of 30 units  (the  "Units")  of our  securities,  each  Unit
consisting of (i) a $50,000 Principal Amount 10% Secured Convertible  Promissory
Note (the "Notes") and (ii) warrants (the "Warrants") to purchase 100,000 shares
of our common stock, or an aggregate of $1,500,000 in principal  amount of Notes
and Warrants to purchase  3,000,000  shares of common stock, for aggregate gross
proceeds of $1,500,000. The Units were sold pursuant to Subscription Agreements,
by and between each of the  purchasers  and Applied DNA  Operations  Management,
Inc., our wholly owned subsidiary.

     The Notes bear  interest  at the rate of 10% per annum and mature 18 months
after the date of  issuance.  The  Notes,  and  interest  accrued  thereon,  are
convertible into shares of our common stock at a price of $0.50 per share by the
holder  anytime from issuance  through the first  anniversary of issuance of the
Notes and  automatically  convert on the maturity  date at a 20% discount to the
average  bid  price  for our  common  stock for the ten  trading  days  prior to
conversion. In addition, the holders have the right anytime after the 15th month
and through  the 18th month  after the date of  issuance  to request  payment of
accrued interest and principal in cash and, anytime prior to conversion, we have
the irrevocable right to repay accrued interest and principal under the Notes on
3 days  notice,  subject to the  holders'  voluntary  right to convert the Notes
during such three day period. All principal and accrued interest under the Notes
will be due and payable in the event that we  consolidate  or merge with another
entity,  unless (i) we shall be the surviving  entity in such  consolidation  or
merger,  or (ii) the other entity  controls,  is under common control with or is
controlled by us immediately prior to the consolidation or merger whether or not
we shall be the surviving entity in such consolidation or merger, in which event
the Notes shall remain  outstanding  as an  obligation  of the  consolidated  or
surviving  entity.  Upon an event of default under the Notes,  all principal and
accrued  but  unpaid  interest  under the Notes  will  automatically  be due and
payable,  and the Notes shall bear interest  until repaid at a default  interest
rate of 12%.  The Notes are  secured by all of our  assets,  including,  but not
limited to, our patents, trademarks, equipment, fixtures, inventory and accounts
receivable,  for the benefit of the holders, subject to our right to issue up to
an additional  $11,500,000 in principal  amount of indebtedness  with a security
interest  in our assets  which is pari passu with the  security  interest of the
holders of the Notes.

     The  Warrants are  exercisable  from March 8, 2006 until March 7, 2011 at a
price of $0.50 per share,  subject to adjustment in certain  events,  including,
without  limitation,   upon  our  consolidation,   merger  or  sale  of  all  of
substantially all of our assets, a reclassification  of our common stock, or any
stock splits,  combinations  or dividends with respect to our common stock.  The
Warrants  are callable at a price equal to $1.25 per share on the earlier of (i)
one year from issuance or (ii) the date that the shares of common stock issuable
upon exercise of the Warrants are registered for resale and our common stock has
traded at or above $1.25 per share for 20 consecutive trading days.

     In addition,  we have agreed to file a registration  statement on Form SB-2
to effect the  registration  of 100% of our shares of common stock issuable upon
conversion  of the  Notes and  exercise  of the  Warrants  within 30 days of the
effective  date of our  pending  registration  statement  on Form SB-2 (SEC File
333-122848)  being  declared  effective  by the SEC.  We have  agreed to use our
reasonable  best  efforts to cause the  registration  statement  to be  declared
effective  no later than 180 days after the  filing  date.  If we fail to file a
registration  statement with the SEC on or before the time frame described,  the
holders  will be entitled to  liquidated  damages  from  Applied DNA  Operations
Management,  Inc. in an amount  equal to 2% per month for each month that we are
delinquent in filing the registration statement.

     Arjent  Limited,  a registered  broker dealer firm,  (the "Selling  Agent")
acted as our selling agent in connection with the Offering.  We paid the Selling
Agent:  (a) a  commission  equal to $180,000,  representing  12% of the Offering
proceeds;  (b) a 3% non-accountable  expense allowance in the amount of $45,000;
(c) $75,000 for the Selling Agent's legal fees; (d) shares of common stock equal
to 10% of the number of shares issuable upon conversion of the Notes on the date
of issuance of the Notes;  and (e) $90,000 for consulting  and management  fees,
which  will be paid to  Vertical  Capital  Partners  under the  Selling  Agent's
exclusive  banking  agreement with Vertical Capital  Partners.  In addition,  we
issued  2,000,000 shares of common stock to the Selling Agent in its capacity as
our investment  banker.  The Selling Agent had no obligation to buy any Notes or
Warrants  from us. In  addition,  we agreed to indemnify  the Selling  Agent and
other persons against specific  liabilities under the Securities Act of 1933, as
amended (the "Act").

     We claim an exemption from the registration requirements of the Act for the
private  placement of these  securities  pursuant to  Regulation  S  promulgated
thereunder  since,  among other things,  the investors were offshore  accredited
investors.

                                       2

<PAGE>


Item 9.01 Financial Statements and Exhibits.

(a)      Financial statements of business acquired.

         Not applicable.

(b)      Pro forma financial information.

         Not applicable.

(c)      Exhibits.

Exhibit
Number                    Description
- ------- ------------------------------------------------------------------------
10.1    Form of  Subscription  Agreement  by and among  Applied  DNA  Operations
        Management, Inc. and the investors named on the signature pages thereto.

10.2    Form of 10% Secured Convertible Promissory Note of Applied DNA Sciences,
        Inc.

10.3    Form of Warrant  Agreement  of Applied DNA  Sciences,  Inc.



                                       3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              Applied DNA Sciences, Inc.


Date: March 14, 2006                         /s/ JAMES HAYWARD
                                             ------------------
                                             James Hayward
                                             Chief Executive Officer



                                        4
</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<TEXT>

     THIS NOTE AND THE COMMON STOCK  REFERENCED  HEREIN 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  NOTE OR THE  UNDERLYING  COMMON  STOCK 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.

 This note is one of a series of notes (the "Serial Notes") issued in the
aggregate principal amount of $1,500,000.00.

                           APPLIED DNA SCIENCES, INC.


March 8, 2006                                                        $__________


                     10% SECURED CONVERTIBLE PROMISSORY NOTE

Applied DNA Sciences,  Inc., a Nevada  corporation  (the  "Company"),  for value
received, hereby promises to pay to _________________ or registered assigns (the
"Holder") on September 7, 2007,  the  "Maturity  Date"),  , the principal sum of
_____ THOUSAND  DOLLARS  ($______) in such coin or currency of the United States
of America as at the time of payment  shall be legal  tender for the  payment of
public and private debts,  and to pay interest on the outstanding  principal sum
hereof at the rate of ten  percent  (10%) per annum.  Any  principal  payment or
interest  payment on the unpaid principal amount of this Note not paid when due,
whether at the Maturity Date, by acceleration or otherwise,  shall bear interest
at twelve  percent (12%) or the maximum rate  permissible  by law,  whichever is
less. Payment of Principal and accrued interest, if any, shall be payable on the
Maturity  Date in like coin or currency  to the Holder  hereof at the address of
the Holder on file with the Company or at such other  place as the Holder  shall
have  notified the Company in writing at least five (5) days before the Maturity
Date,  provided that any payment  otherwise  due on a Saturday,  Sunday or legal
Bank holiday may be paid on the following business day.


                                       1
<PAGE>

     This Note is  secured by all the assets of the  Company  including  but not
limited to  patents,  licenses,  equipment,  fixtures,  inventory  and  accounts
receivable,  for the benefit of the Holder pursuant to a Security  Agreement set
forth in Section 4(f) hereof  ("Security  Agreement").  Reference  herein to the
Security  Agreement  shall  in no way  impair  the  absolute  and  unconditional
obligation of the Company to pay both principal and interest  hereon as provided
herein.

     The rights and  remedies of the Holder  hereunder  are subject to the terms
and  conditions  of the Security  Agreement  and the  provisions  of the Uniform
Commercial Code of the State of Nevada  including,  without  limitation,  powers
with  respect  to the  enforceability  and  collectibility  of all  amounts  due
hereunder.  Reference to the Uniform  Commercial  Code of the State of Nevada is
made for a complete  description  of the rights,  powers and  obligations of the
Holder.

     1. Transfers of Note to Comply with the Securities Act

     The Holder  agrees  that this Note may not be sold,  transferred,  pledged,
hypothecated  or  otherwise  disposed  of  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


     2. Prepayment;  Holders' Premaking Rights;  Repayment Upon Consolidation or
Merger

     (a) The  principal  amount of this Note may be prepaid by the  Company,  in
whole or in part, on three days prior written notice without premium or penalty,
at any time.  Upon any prepayment of the entire  principal  amount of this Note,
all  accrued,  but unpaid,  interest  shall be paid to the Holder on the date of
prepayment.  The date upon which the  Company  prepays  the  principal  plus all
accrued and unpaid interest due on this Note shall be hereinafter referred to as
the "Prepayment  Date."  Notwithstanding  the foregoing  right of payment,  upon
receipt of the three day notice, the Holder shall have the conversion rights set
forth under  Section  3(b) hereof,  regardless  of when said three day notice is
given.

     (b) The  Holder  shall  have the  right,  but not the  obligation  from the
commencement  of the  fifteenth  (15th)  month  from the date  hereof  until the
Maturity Date to request payment of accrued interest and principal  hereunder in
full payment of this Note prior to the automatic  conversion provided in Section
3(a) hereof.

     (c) This  Note  shall be paid in full,  without  premium,  in the event the
Company consolidates or merges with another corporation,  unless (i) the Company
shall be the surviving  corporation in such  consolidation or merger or (ii) the
other corporation controls, is under common control with or is controlled by the
Company  immediately  prior to the  consolidation  or merger  whether or not the
Company shall be the surviving  corporation in such  consolidation or merger, in
which  event  this  Note  shall  remain  outstanding  as an  obligation  of  the
consolidated or surviving corporation.

                                       2
<PAGE>

     3. Conversion of Note

     (a) This Note shall  automatically  convert  into shares of Common Stock of
the Company at the Maturity Date..  The conversion rate shall be calculated at a
twenty (20%)  percent  discount  from the average  closing bid price for the ten
(10) trading days prior to conversion,  and the entirety of the debt (consisting
of principal and accrued  interest) shall be applied to purchase of Common Stock
at such price.

     (b) The Holder  shall have the right from time to time,  and at any time on
or prior to the first anniversary of the date hereof, to convert all or any part
of the entirety of the debt then outstanding under this Note into fully paid and
non-assessable  shares of Common Stock, as such Common Stock exists on the issue
date,  or any shares of capital  stock or other  securities  of the Company into
which  such  Common  Stock  shall  hereafter  be changed  or  reclassified  at a
conversion price equal to $.50 per share;


     4. Covenants of Company

     The Company  covenants  and agrees that,  so long as any  principal  of, or
interest on, this Note shall remain  unpaid,  unless the Holder shall  otherwise
consent in writing, it will comply with the following terms:

     (a) Reporting Requirements. The Company will furnish to the Holder:

        (i) as soon as  possible,  and in any event  within  ten (10) days after
obtaining knowledge of the occurrence of (A) an Event of Default, as hereinafter
defined,  (B) an event which,  with the giving of notice or the lapse of time or
both, would constitute an Event of Default,  or (C) a material adverse change in
the condition or operations,  financial or otherwise,  of the Company,  taken as
whole,  the  written  statement  of the  Chief  Executive  Officer  or the Chief
Financial  Officer of the  Company,  setting  forth the details of such Event of
Default,  event or  material  adverse  change and the action  which the  Company
proposes to take with respect thereto;

        (ii)  promptly  after  the  sending  or  filing  thereof,  copies of all
financial  statements,  reports,  certificates of its Chief  Executive  Officer,
Chief Financial  Officer or accountants and other  information which the Company
or any subsidiary sends to any holders (other than the Notes) of its securities;

        (iii) promptly after the  commencement  thereof,  notice of each action,
suit or  proceeding  before any court or other  governmental  authority or other
regulatory body or any arbitrator as to which there is a reasonable  possibility
of a determination  that would (A) materially  impact the ability of the Company
or any subsidiary to conduct its business,  (B) materially and adversely  affect
the business, operations or financial condition of the Company taken as a whole,
or (C) impair the validity or  enforceability of the Notes or the ability of the
Company to perform its obligations under the Notes;

                                       3
<PAGE>

        (iv)  promptly  upon  request,  such other  information  concerning  the
condition or  operations,  financial or otherwise,  of the Company as the Holder
from time to time may reasonably request.

        (b) Taxes.  The  Company has filed or will file all  federal,  state and
local  tax  returns  required  to be  filed or sent or has  obtained  extensions
thereof.  Except as  otherwise  disclosed,  the  Company has timely paid or made
provision for all taxes shown as due and payable on its tax returns  required to
be filed  prior to the date hereof and all  assessments  received by the Company
and will  timely pay all taxes that will be shown as due and  payable on its tax
returns  required to be filed after the date  hereof,  except to the extent that
the Company  shall be  contesting  such taxes and  assessments  in good faith by
appropriate proceedings.

        (c)  Compliance  with Laws.  The Company  will  comply,  in all material
respects with all applicable laws, rules,  regulations and orders, except to the
extent  that  noncompliance  would not have a material  adverse  effect upon the
business, operations or financial condition of the Company taken as a whole.

        (d)  Keeping of Records  and Books of  Account.  The  Company  will keep
adequate records and books of account,  with complete entries made in accordance
with generally accepted accounting  principles,  reflecting all of its financial
and other business transactions.

        (e) Negative Covenants. The Company covenants and agrees that while this
Note is outstanding it will not directly or indirectly:

          (i) Sell,  transfer or dispose of, any of its assets other than in the
ordinary course of its business and for fair value; or

          (ii)  Repay  out of the  proceeds  of this Note any  indebtedness  for
borrowed  funds or any related  party  obligations  except for Notes  heretofore
issued to persons to  investors  through  offerings  in which  Vertical  Capital
Partners, Inc acted as placement agent.

     (f) Security  Agreement.  The Company  hereby  grants to the holders of the
Serial Notes a security interest in all of the assets of the Company  including,
but not limited to,  patents,  trademarks,  equipment,  fixtures,  inventory and
accounts  receivable  with all of the rights and powers of a secured party under
the Uniform Commercial Code of the State of Nevada. Except with respect to prior
Notes of the Company sold through  offerings in which Vertical Capital Partners,
Inc.  acted as placement  agent and which the Company  intends to repay with the
proceeds of these Notes,  the Company  represents  and warrants  that it has not
granted any other party a security  interest in any of its (or its subsidiaries)
patents,  licenses,  equipment,  fixtures,  inventory  or  accounts  receivable.
Subject to the rights of the Company set forth at the end of this paragraph, the
Company  certifies  under  penalty of perjury that the security  interest in the
collateral is not pledged and the Holder will assume a senior security  position
on such collateral. The Company reserves the right to issue up to $11,500,000 of
additional  debt  secured by a security  interest  in the assets of the  Company
which is pari  passu  with the  security  interest  of the  holder  of this Note
granted herein.


                                       4
<PAGE>
     (g) Registration Under the Securities Act of 1933. The Company will prepare
and file a registration  statement  with the Securities and Exchange  Commission
covering  the Common  Stock of the Company  underlying  the Serial  Notes 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 Holder 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.

     5. Events of Default and Remedies


     (a) Any one or more of the  following  events which shall have occurred and
be continuing shall constitute an event of default (Event of Default):

        (i) Default in the payment of the principal or accrued  interest on this
Note or upon any other indebtedness of the Company after the date hereof that is
greater than $100,000, as and when the same shall become due, whether by default
or  otherwise,  which  Default  shall  have  continued  for a period of five (5)
business days; or

        (ii) Any  representation  or warranty made by the Company or any officer
of the Company in the Notes, or in any agreement,  report,  certificate or other
document delivered to the Holder pursuant to the Notes shall have been incorrect
in any material  respect  when made which shall not have been  remedied ten (10)
days after written notice thereof shall have been given by the Holder; or

        (iii) The  Company  shall fail to perform  or  observe  any  affirmative
covenant  contained  in  Section  4 of this  Note or any of the  Notes  and such
Default,  if capable of being  remedied,  shall not have been  remedied ten (10)
days after written notice thereof shall have been given by the Holder; or

        (iv) The Company or any subsidiary (A) shall institute any proceeding or
voluntary  case  seeking to  adjudicate  it  bankrupt or  insolvent,  or seeking
dissolution,  liquidation, winding up, reorganization,  arrangement, adjustment,
protection,  relief or  composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of any  order  for  relief  or the  appointment  of a  receiver,  trustee,
custodian or other  similar  official for such the Company or any  subsidiary or
for any substantial  part of its property,  or shall consent to the commencement
against  it of such a  proceeding  or case,  or shall file an answer in any such
case or proceeding  commenced  against it consenting  to or  acquiescing  in the
commencement of such case or proceeding, or shall consent to or acquiesce in the
appointment  of such a receiver,  trustee,  custodian or similar  official;  (B)
shall be unable to pay its debts as such debts  become  due,  or shall  admit in
writing its  inability  to apply its debts  generally;  (C) shall make a general
assignment  for the  benefit  of  creditors;  or (D)  shall  take any  action to
authorize  or  effect  any of the  actions  set forth  above in this  subsection
5(a)(iv); or

                                       5
<PAGE>

        (v) Any proceeding  shall be instituted  against the Company  seeking to
adjudicate  it a bankrupt or  insolvent,  or seeking  dissolution,  liquidation,
winding  up,  reorganization,  arrangement,  adjustment,  protection,  relief of
debtors,  or seeking  the entry of an order for relief or the  appointment  of a
receiver,  trustee,  custodian or other similar  official for the Company or for
any substantial part of its property,  and either such proceeding shall not have
been  dismissed or shall not have been stayed for a period of sixty (60) days or
any of the actions sought in such proceeding (including, without limitation, the
entry of any order for  relief  against  it or the  appointment  of a  receiver,
trustee,  custodian or other similar official for it or for any substantial part
of its property) shall occur; or

        (vi) One or more final judgments,  arbitration  awards or orders for the
payment  of money in excess  of  $250,000  in the  aggregate  shall be  rendered
against the Company,  which judgment  remains  unsatisfied  for thirty (30) days
after the date of such entry.

        (vii)  Delisting  of the  Common  Stock  from the  principal  market  or
exchange on which the Common Stock is listed for trading;  Company's  failure to
comply with the conditions for listing;  or notification that the Company is not
in compliance with the conditions for such continued listing.

        (viii) The  issuance of an SEC stop trade  order or an order  suspending
trading of the Common Stock from the  principal  market or exchange on which the
Common Stock is listed for trading for longer than five (5) trading days.

        (ix) The failure by the Company to issue  shares of Common  Stock to the
Holder  upon  exercise by the Holder of the  conversion  rights of the Holder in
accordance  with the terms of this Note, or the failure to transfer or cause its
transfer  agent  to  transfer  (electronically  or  in  certificated  form)  any
certificate  for shares of Common Stock issued to the Holder upon  conversion of
or  otherwise  pursuant to this Note as and when  required by this Note,  or the
failure  to remove any  restrictive  legend (or to  withdraw  any stop  transfer
instructions  in respect  thereof) on any  certificate  for any shares of Common
Stock issued to the Holder upon conversion of or otherwise pursuant to this Note
as and when required by this Note, and any such failure shall  continue  uncured
for ten (10) days after the Company shall have been notified  thereof in writing
by the Holder;

        (x) The  failure  by the  Company  to  prepare  and file a  registration
statement with the Securities and Exchange  Commission covering the Common Stock
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,  or 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.

        (xi)  Except  as  permitted  herein,   the  Company  shall  encumber  or
hypothecate the collateral subject to the Security Agreement to any party;

     (b) In the  event of and  immediately  upon the  occurrence  of an Event of
Default, the Note shall become immediately due and payable without any action by
the Holder and the Note  shall bear  interest  until paid at the rate of 12% per
annum or such amount as shall be allowed by law (the "Default  Interest  Rate").
If an Event of Default occurs and is continuing, Holder may pursue any available
remedy to collect  the  payment of all  amounts due under the Note or to enforce
the performance of any provision of the Note. No waiver of any default under the
Note shall be construed as a waiver of any subsequent  default,  and the failure
to exercise any right or remedy thereunder shall not waive the right to exercise
such right or remedy thereafter.

                                       6
<PAGE>

     (c) The  Company  covenants  that in case the  principal  of,  and  accrued
interest on, the Note becomes due and payable by declaration or otherwise,  then
the Company  will pay in cash to the Holder of this Note,  the whole amount that
then shall have become due and payable on this Note for  principal  or interest,
as the case may be, and in addition  thereto,  such  further  amount as shall be
sufficient to cover the costs and expenses of collection,  including  reasonable
fees and disbursements of the Holder's legal counsel.  In case the Company shall
fail  forthwith  to pay such  amount,  the  Holder  may  commence  an  action or
proceeding at law or in equity for the collection of the sums so due and unpaid,
and may  prosecute  any such action or  proceeding  to judgment or final  decree
against Company or other obligor upon this Note,  wherever situated,  the monies
adjudicated or decreed to be payable.

         (d) The Company agrees that it shall give notice to the Holder at its
registered address by facsimile, confirmed by certified mail, of the occurrence
of any Event of Default within ten (10) days after such Event of Default shall
have occurred.

     6. Unconditional Obligation; Fees, Waivers, Other

     (a) The  obligations  to make the  payments  provided  for in this Note are
absolute  and   unconditional   and  not  subject  to  any   defense,   set-off,
counterclaim, rescission, recoupment or adjustment whatsoever.

     (b) If, following the occurrence of an Event of Default,  Holder shall seek
to enforce the collection of any amount of principal of and/or  interest on this
Note,  there shall be immediately due and payable from the Company,  in addition
to the then unpaid  principal of, and accrued unpaid interest on, this Note, all
costs  and  expenses  incurred  by Holder in  connection  therewith,  including,
without limitation, reasonable attorneys' fees and disbursements.

     (c) No forbearance,  indulgence,  delay or failure to exercise any right or
remedy with respect to this Note shall operate as a waiver or as an acquiescence
in any default,  nor shall any single or partial exercise of any right or remedy
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or remedy.

     (d) This Note may not be modified or  discharged  (other than by payment or
conversion) except by a writing duly executed by the Company and Holder.

     (e) Holder  hereby  expressly  waives demand and  presentment  for payment,
notice of nonpayment,  notice of dishonor,  protest, notice of protest, bringing
of suit,  and  diligence  in taking  any action to  collect  amounts  called for
hereunder,  and shall be directly  and  primarily  liable for the payment of all
sums  owing  and to be owing  hereon,  regardless  of and  without  any  notice,
diligence,  act or omission with respect to the  collection of any amount called
for hereunder or in connection with any right, lien, interest or property at any
and all times which the  Company  had or is existing as security  for any amount
called for hereunder.

                                       7
<PAGE>


     7. Miscellaneous

     (a) The headings of the various paragraphs of this Note are for convenience
of reference  only and shall in no way modify any of the terms or  provisions of
this Note.

     (b) This Note has been issued by the Company  pursuant to  authorization of
the Board of Directors of the Company.

     All notices required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when personally delivered or sent by
registered  or  certified  mail (return  receipt  requested,  postage  prepaid),
facsimile  transmission or overnight courier to the Holder at the address in the
records of the Company,  to the Company at 25 Health Sciences Dr., Stoney Brook,
N.Y.  11790 or at such  other  address  as the  intended  recipient  shall  have
hereafter  given to the other party hereto  pursuant to the  provisions  of this
Note.

     (c) The Company may  consider  and treat the entity in whose name this Note
shall be  registered as the absolute  owner thereof for all purposes  whatsoever
(whether  or not this  Note  shall be  overdue)  and the  Company  shall  not be
affected  by any  notice to the  contrary.  Subject  to the  limitations  herein
stated,  the registered owner of this Note shall have the right to transfer this
Note by assignment,  and the transferee  thereof shall, upon his registration as
owner  of this  Note,  become  vested  with all the  powers  and  rights  of the
transferor. Registration of any new owners shall take place upon presentation of
this  Note  to  the  Company  at its  principal  offices,  together  with a duly
authenticated  assignment.  In  case  of  transfer  by  operation  of  law,  the
transferee agrees to notify the Company of such transfer and of his address, and
to submit  appropriate  evidence regarding the transfer so that this Note may be
registered in the name of the transferee.  This Note is transferable only on the
books of the  Company by the holder  hereof,  in person or by  attorney,  on the
surrender  hereof,  duly endorsed.  Communications  sent to any registered owner
shall be  effective  as  against  all  holders  or  transferees  of the Note not
registered at the time of sending the communication.

     (d) Payments of principal and interest shall be made as specified  above to
the  registered  owner of this Note.  No interest  shall be due on this Note for
such period of time that may elapse  between  the  maturity of this Note and its
presentation for payment.

     (e) The Holder shall not, by virtue, hereof, be entitled to any rights of a
shareholder in the Company,  whether at law or in equity,  and the rights of the
Holder are limited to those expressed in this Note.

     (f) Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of this Note, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Note, if mutilated, the Company shall execute
and deliver a new Note of like tenor and date.

                                       8
<PAGE>

     (g) This Note shall be construed and enforced in  accordance  with the laws
of the  State  of New  York,  without  giving  effect  to the  conflicts  of law
principles  thereof or the actual domiciles of the parties.  The Company and the
Holder hereby consent to the jurisdiction of the Courts of the State of New York
and the United States District  Courts  situated  therein in connection with any
action  concerning the provisions of this Note  instituted by the Holder against
the Company.

     (h) The Company  and the  Holder(i)  agree that any legal  suit,  action or
proceeding  arising  out  of or  relating  to  this  Note  shall  be  instituted
exclusively  in the New York State Supreme  Court,  County of New York or in the
United States  District Court for the Southern  District of New York, (ii) waive
any  objection  which the Holder or the Company may have now or hereafter  based
upon  forum  non  conveniens  or to  the  venue  of any  such  suit,  action  or
proceeding,  and (iii) irrevocably  consents to the jurisdiction of the New York
State Supreme Court, County of New York and the United States District Court for
the Southern  District of New York in any such suit,  action or proceeding.  The
Holder and the Company  further agree to accept and  acknowledge  service of any
and all process  which may be served in any such suit,  action or  proceeding in
the New York State  Supreme  Court,  County of New York or in the United  States
District  Court for the Southern  District of New York and agree that service of
process upon the Company,  mailed by certified  mail to the  Company's  address,
will be deemed in every respect  effective service of process upon Payor, in any
suit,  action or proceeding.  FURTHER,  THE HOLDER AND  THECOMPANY  HEREBY WAIVE
TRIAL BY JURY IN ANY  ACTION TO  ENFORCE  THIS NOTE AND IN  CONNECTION  WITH ANY
DEFENSE, COUNTERCLAIM OR CROSSCLAIM ASSERTED IN ANY SUCH ACTION.

        (i) No  recourse  shall  be had  for the  payment  of the  principal  or
interest of this Note against any  incorporator  or any past,  present or future
stockholder  officer,  director,  agent or  attorney of the  Company,  or of any
successor  corporation,  either directly or through the Company or any successor
corporation,  otherwise, all such liability of the incorporators,  stockholders,
officers, directors, attorneys and agents being waived, released and surrendered
by the Holder hereof by the acceptance of this Note.

        (j) This Note shall bind the Company and its successors and assigns.


IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Note as
of the day and year first above written.




                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       9


<PAGE>



                                         APPLIED DNA SCIENCES, INC


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


</TEXT>
</DOCUMENT>
<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.

               [THE REST OF THIS PAGE IS LEFT BLANK INTENTIONALLY]


                                       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:_________________________



                                       9
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
