<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>e65715_ex10-2.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>

                                                                    EXHIBIT 10.2

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 $7,000,000.

                           APPLIED DNA SCIENCES, INC.

May ___, 2006                                                  $________________

                  10% SECURED CONVERTIBLE PROMISSORY NOTE

Applied DNA Sciences,  Inc., a Nevada  corporation  (the  "Company"),  for value
received,  hereby  promises  to  pay  to   ______________________________   (the
"Holder,"  which  term shall in every  instance  refer to any owner or holder of
this Note) at  ________________________________  or at any other  place that the
Holder  may  designate  in  writing  to the  Company,  on August  __,  2007 (the
"Maturity Date"), the principal sum of _____________________ THOUSAND AND NO/100
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 (the "Default Interest
Rate").  Payment of principal and accrued and unpaid 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.

This Note is secured by a security  interest in all the assets of the Company as
set forth in Section 4(e) hereof (the "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 as enacted in


                                       1
<PAGE>

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 AND THE COMMON STOCK  ISSUABLE UPON  CONVERSION
OF THE 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 THEREFROM.

2. Prepayment; 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 prior written
notice is given.

      (b) 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.

3. Conversion of Note

      (a)  This  Note  and  any  accrued  and  unpaid   interest   hereon  shall
automatically  convert  into shares of Common  Stock of the  Company,  par value
$0.001 per share (the  "Common  Stock"),  on the first  anniversary  of the date
hereof at a 20%  discount to the average of the closing bid prices of the Common
Stock on The Over The Counter  Bulletin  Board  reported  for all  trading  days
during the 12 months prior to such conversion.

      (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  principal  and  accrued  but  unpaid  interest  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 $0.50 per
share.


                                       2
<PAGE>

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 to
      holders of the Serial 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  Serial  Notes or the  ability of the
      Company to perform its obligations under the Serial Notes;

            (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.


                                       3
<PAGE>

      (e) Security Agreement.  In order to secure the obligations of the Company
under this Note and the  Serial  Notes,  the  Company  hereby  grants a security
interest in all of the assets of the Company,  which  security  interest is pari
passu with the  security  interest  granted to the holders of the certain  notes
(the "March Notes") issued as part of a private placement of securities that was
completed  on March 8, 2006,  to the  holders of the Serial  Notes.  The Company
reserves  the right to issue  $4,500,000  of debt in addition to amounts sold in
the  offering,  of which the Serial  Notes are a part,  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 Series Notes and the March
Notes.

5. Events of Default and Remedies

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

            (i) A 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

            (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


                                       4
<PAGE>

      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) 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 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.

      (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


                                       5
<PAGE>

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. 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., Stony Brook,
New York 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.


                                       6
<PAGE>

      (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.

      (g) Except as otherwise provided herein,  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,  in any suit,
action or proceeding.  FURTHER, THE HOLDER AND THE COMPANY HEREBY WAIVE TRIAL BY
JURY IN ANY  ACTION TO ENFORCE  THIS NOTE AND IN  CONNECTION  WITH ANY  DEFENSE,
COUNTERCLAIM OR CROSS CLAIM ASSERTED IN ANY SUCH ACTION.


                                       7
<PAGE>

      (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.







        THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS





                                       8
<PAGE>


IN WITNESS  WHEREOF,  the  undersigned  has duly executed and delivered this 10%
Secured Convertible Promissory Note as of the day and year first above written.

                                       APPLIED DNA SCIENCES, INC.


                                       By:
                                          --------------------------------------
                                       Name:  James Hayward
                                       Title: Chief Executive Officer


                                       9
</TEXT>
</DOCUMENT>
