<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>e65715_ex10-1.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.1

                             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 ________ units,
at a price of  $50,000  per unit,  each  consisting  of (i) a $50,000  principal
amount 10% Secured Convertible  Promissory Note (each a "Note," or collectively,
the  "Notes")  of  Applied  DNA  Sciences,   Inc.,  a  Nevada  corporation  (the
"Company"), and (ii) a warrant to purchase 100,000 shares of common stock of the
Company,  exercisable  for a  period  of  four  years  commencing  on the  first
anniversary  of the date of the  initial  closing of the  Offering at a price of
$0.50 per share  (each a  "Warrant,"  or  collectively,  the  "Warrants").  Each
Warrant may be redeemed  at the option of the Company at a  redemption  price of
$0.001 upon the earlier of (i) the date three years from  issuance  and (ii) the
date a registration  statement for the resale of the underlying common stock has
been  declared  or  remains  effective  by  the  U.S.  Securities  and  Exchange
Commission,  and the Company's stock has traded on The Over the Counter Bulletin
Board at or above $1.00 per share for 20 consecutive trading days. The Notes and
accrued but unpaid interest  thereon are convertible into shares of common stock
of the  Company  at a price of $0.50 per share by the holder of the Notes at any
time from their date of issuance through the first  anniversary of such date and
shall automatically convert on such anniversary at a 20% discount to the average
of the closing bid prices of the  Company's  common stock on trading days during
the 12  months  prior to such  conversion.  In  addition,  at any time  prior to
conversion,  the Company will have the right to prepay the Notes and accrued but
unpaid interest thereon upon 3 days notice,  such notice to allow the holders of
the Notes to convert  the Notes to shares of common  stock of the  Company or be
repaid their respective principal and interest.

      Until the principal and interest owed under the Notes are paid in full, or
converted  into  common  stock of the  Company,  the Notes  will be secured by a
security  interest in all of the assets of the Company.  This security  interest
will be pari  passu  with  the  security  interest  granted  to the  holders  of
$1,500,000 of $50,000  principal  amount secured  convertible  promissory  notes
bearing  interest at 10% per annum  issued as part of an offering  completed  on
March 8, 2006 (the "March  Notes").  The Company may issue up to  $4,500,000  of
debt in addition to the amounts  sold in the  Offering  that may be secured by a
security interest in all of the Company's  assets,  which would be pari passu to
the security interest granted to the holders of the Notes and the March Notes.

      The  Notes  bear  interest  at the rate of 10% per  annum  payable  on the
Maturity Date (as defined below).  Any principal  payment of or interest payment
on the unpaid  principal  amount of the Notes,  whether  at the  Maturity  Date,
acceleration  or  otherwise,  shall  bear  interest  at the lesser of 12% or the
maximum  rate  permissible  by law.  All  principal  and all  accrued and unpaid
interest  under  the  Notes  shall  be  payable  in full on the  date  15-months
subsequent  to the date of the  initial  closing of the  Offering,  referred  to
hereinafter as the "Maturity Date."

      1.  Subscription.   Subject  to  the  terms  and  conditions  hereof,  the
Subscriber  agrees  to pay  $__________________  by  check or wire  transfer  of
immediately  available funds as consideration  for the Subscriber's  Note(s) and
the  Warrant(s).  The  Subscriber  tenders  herewith a check made payable at the
direction of the Company or wire transfer, in the amount of $__________________.
The Subscriber  acknowledges and agrees that this subscription is irrevocable by
the Subscriber but is subject to acceptance by the Company.

      2.  Security.  Until the  principal  and interest owed under the Notes are
paid in full, or converted  into common stock of the Company,  the Notes will be
secured  by a  security  interest  in all of the  assets  of the  Company.  This
security  interest will be pari passu with the security  interest granted to the
holders of $1,500,000 of $50,000 principal amount secured convertible promissory


                                       1
<PAGE>

notes bearing interest at 10% per annum issued as part of an offering  completed
on March 8, 2006 (the "March Notes").  The Company may issue up to $4,500,000 of
debt in addition to the amounts  sold in the  Offering  that may be secured by a
security interest in all of the Company's  assets,  which would be pari passu to
the security interest granted to the holders of the Notes and the March Notes.

      3. Closing. The Subscriber understands and agrees that the Company intends
to make an initial closing of this offering of units in the Company on or before
April 26, 2006, but that the same 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 the
Subscriber  prior  to the  initial  closing,  this  Subscription  Agreement  and
Confidential  Offering  Questionnaire,  together with the Subscriber's funds and
any other documents delivered to the Company,  shall be promptly returned to the
Subscriber.

      4. Subscription  Compliance.  The 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  the  Subscriber  and  (iii)
      determine whether the 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,  the  Subscriber's  funds  will  be  returned  promptly  to  the
      Subscriber without interest or deduction.

      5. Receipt of Information.

            a. The Subscriber and Subscriber's purchaser representative, if any,
      have  received  a copy  of the  Confidential  Private  Placement  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 Subscriber and Subscriber's 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 Subscriber concerning the Company and such offering.

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

            a. If the Subscriber is an individual  purchaser of the unit(s), the
      Subscriber represents and warrants that he/she is at least 25 years of age
      and a resident of the Country of  _______________  and is not nor has ever
      been a "U.S.  person," as defined in Rule 902 of  Regulation S promulgated
      under the Securities Act of 1933, as amended (the "Act").

            b. If the Subscriber is a Company,  trust or other corporate  entity
      purchaser of the unit(s),  the 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 a "U.S.  person," as
      defined in Rule 902 of Regulation S promulgated under the Act.

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


                                       2
<PAGE>

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

            f. The Subscriber  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 Subscriber  recognizes  that the unit(s) will be: (i) sold to
      the  Subscriber  without  registration  under any United States federal or
      other 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, as amended (the "Nevada  Act");  (iii) issued and sold in
      reliance on the  exemption  from  registration  under the Act  provided by
      Section  4(2) of the Act;  and (iv) issued and sold to  non-United  States
      persons, as defined in Section 902(k) under Regulation S promulgated under
      the Act.

            h. The  Subscriber is aware that any resale of the unit(s) cannot be
      made except in accordance with Regulation S promulgated under the Act, the
      registration requirements of the Act or another exemption therefrom.

            i. The Subscriber  represents and warrants that all offers and sales
      of the unit(s) shall be made in accordance  with Regulation S, pursuant to
      an exemption from  registration  under the Act or pursuant to registration
      under the Act, and the Subscriber  will not engage in any hedging or short
      selling  transactions  with regard to the unit(s) or the underlying common
      stock.

            j. The  Subscriber  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.

            k. The  Subscriber  understands  that the  Company is an early stage
      Company and lacks an operating  history.  The Subscriber  appreciates  and
      understands  the risks involved with investing in a Company with a limited
      operating  history and has read and understands the risk factors set forth
      in the Confidential Private Placement Memorandum and the exhibits thereto.

            l. The Company, by and through itself and/or legal counsel, has made
      no representations or warranties as to the suitability of the 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 the Subscriber, nor has
      the  Company,  by and through  itself and  counsel,  acted in any advisory
      capacity to the Subscriber.

            m. 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


                                       3
<PAGE>

      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).

            n. 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
      be made  available for  inspection  by investors  upon  reasonable  notice
      during normal  business  hours at the  principal  place of business of the
      Company.

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

            p. All information  which the 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 Subscriber agrees as follows:

            a. The sale of the unit(s) by the  Company has not been  recommended
      by any United States federal or other 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 Placement Offering Memorandum.

            b. The unit(s) and the  underlying  common stock will not be offered
      for sale,  sold, or  transferred  other than pursuant to: (i) an effective
      registration  under the Nevada Act or in a transaction  which is otherwise
      in compliance  with the Nevada Act; (ii) an effective  registration  under
      the Act or in a  transaction  otherwise  in  compliance  with the 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 Act may not be available
      when you  desire  to  resell  them  pursuant  to Rule 144 of the Act.  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 Act
      or the applicable securities laws of any other jurisdiction.

            f. A legend  indicating  that the unit(s) and the underlying  common
      stock have not been registered under such securities laws and referring to
      the restrictions and  transferability of unit(s) and the underlying common
      stock may be placed on the  certificates  or instruments  delivered to the
      Subscriber  or any  substitutes  thereof  and any  transfer  agent  of


                                       4
<PAGE>

      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.

      8. 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  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.

      9. 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.

      10. Special Power of Attorney.

            a.  The  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:

                  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 Subscriber.

            c. The 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.

      11.  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.


                                       5
<PAGE>

      12.  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 the Company
and that the  unit(s)  shall not be sold,  pledged,  hypothecated  or  otherwise
transferred  unless the unit(s) is registered under the Act and applicable state
securities laws or an exemption from such registration is available.

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

      14. 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.






         THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS


<PAGE>

                           APPLIED DNA SCIENCES , 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 SCIENCES, INC.


By:
    --------------------------
Name:
Title:

                                       7
</TEXT>
</DOCUMENT>
