<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>e65715_ex10-3.txt
<DESCRIPTION>FORM OF WARRANT  AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.3

                           APPLIED DNA SCIENCES, INC.

      Applied DNA Sciences,  Inc., a Nevada corporation (the "Company"),  hereby
certifies  that,  for value  received,  _________________________  (the "Warrant
Holder," which term includes its successors and registered  assigns) is entitled
to purchase an aggregate of _________  shares of common stock,  par value $0.001
per share, of the Company (the "Common Stock") at an exercise price of $0.50 per
share (the "Exercise Price") per share.

      1. Exercise of Warrant.  This Warrant may be exercised in whole or in part
at any time or from time to time during the four year period  commencing  on May
___, 2007 and expiring at 5:00 p.m., New York City time, on May ____,  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, as follows:

            (a) by  presentation  and surrender of this Warrant  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 payment of the Exercise Price; or

            (b) by  presentation  and surrender of this Warrant  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,  in which  event the  Company  shall  issue to the
      Warrant  Holder  the  number of shares of  Common  Stock  underlying  this
      Warrant (the "Warrant Shares") determined based on the following formula:

                                  X = Y*(A-B)/A

where:

      X means the  number  of  Warrant  Shares  to be issued to the  Warrant
Holder.

      Y means the number of Warrant Shares with respect to which this Warrant is
being exercised.

      A means the fair market value of one share of Common  Stock as  determined
in accordance with the provisions of this Section.

      B means the Exercise Price.

            The "fair  market  value" of one  share of  Common  Stock  means the
      average of the  closing  bid  prices of the  Common  Stock on The Over The
      Counter  Bulletin  Board on trading days during the 12 months  immediately
      preceding the  effective  date of exercise of the Warrant and, if there is
      no active public market for the Common Stock,  the fair market value shall
      be the price  determined  in good faith by the Board of  Directors  of the
      Company.

      If any Warrant should be exercised in part only,  the Company shall,  upon
surrender of this Warrant for cancellation and presentment of the Exercise Form,
execute and deliver new a Warrant or  Warrants,  as the case may be,  evidencing
the rights of the Warrant  Holder  thereof to purchase the balance of the shares
purchasable thereunder.


                                       1
<PAGE>

      Upon receipt by the Company of this Warrant at its office, or by the stock
transfer  agent of the  Company  at its  office,  in  proper  form for  exercise
together  with the payment of the Exercise  Price,  unless this Warrant is being
exercised  pursuant to the cashless exercise option, in which case no payment is
required,  the Warrant  Holder shall be deemed to be the holder of record of the
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 this Warrant 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 its option,  may exercise this Warrant,  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
this  Warrant is being  exercised,  together  with the  payment of the  Exercise
Price,  unless this Warrant is being exercised pursuant to the cashless exercise
option,  in which case no payment is  required,  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.

      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
this Warrant, such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.  As long as this Warrant is
outstanding,  the  Company  shall use its best  efforts  to cause all  shares of
Common Stock issuable upon the exercise of this Warrant 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 this  Warrant.  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 this
Warrant.

      5.  Exchange,  Transfer,  Assignment or Loss of Warrant.  This Warrant are
exchangeable,  without  expense,  at the  option  of the  Warrant  Holder,  upon
presentation  and  surrender of this  Warrant  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 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(s) in the
name of the assignee  named in such  instrument of  assignment  and the original
Warrant shall promptly be canceled. This Warrant may be divided or combined with
other Warrants which carry the same rights upon  presentation of this Warrant at
the office of the Company or at the office of its stock transfer


                                       2
<PAGE>

agent,  if any,  together  with a written  notice  signed by the Warrant  Holder
hereof  specifying the names and  denominations  in which new Warrants are to be
issued. Upon receipt by the Company of evidence  satisfactory to it of the loss,
theft,  destruction  or mutilation  of this  Warrant,  and, in the case of loss,
theft or  destruction,  of  reasonably  satisfactory  indemnification,  and upon
surrender  and  cancellation  of this Warrant,  if  mutilated,  the Company will
execute and deliver new Warrants 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 this 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 Common  Stock  issuable  upon  exercise of this
      Warrant  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  this  Warrant
      immediately  prior to any such  events at a price  equal to the product of
      (x) the number of shares  issuable  upon  exercise of this Warrant 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 this Warrant.

            (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


                                       3
<PAGE>

      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 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
      this Warrant,  this Warrant 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.

            (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.  Redemption  Rights.  This Warrant may be redeemed at the option of the
Company at a  redemption  price equal to $0.001 upon the earlier of (i) the date
three years from the date hereof and (ii) the date a registration  statement for
the resale of the Common  Stock has been  declared or remains  effective  by the
U.S.  Securities and Exchange  Commission (the "SEC"),  and the Common Stock has
traded on The Over the Counter Bulletin Board at or above $1.00 per share for 20
consecutive  trading days.  The Company may exercise this right of redemption by
written  notice to the Warrant  Holder  together with payment of the  redemption
price.

      9. Definition of "Common Stock". For the purpose of this Warrant, 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 this
Warrant  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 this  Warrant  with  respect to Common  Stock shall apply on like
terms to any such other shares or other securities.

      10. Reserved.

      11.  Restrictions  on Offer and Sale. THE OFFER AND SALE OF THE SECURITIES
REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED WITH OR


                                       4
<PAGE>

APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE  COMMISSION
OR ANY  SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY  AND ARE BEING OFFERED
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 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 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 ACT; OR (3) PURSUANT TO
AN AVAILABLE  EXEMPTION  FROM  REGISTRATION  UNDER THE ACT, AND ANY  CERTIFICATE
REPRESENTING WARRANT SHARES SHALL BEAR A LEGEND TO SUCH EFFECT.

      12. Notices to Warrant Holders. Nothing contained in this Warrant 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 this Warrant and its 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 Warrant  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 Sciences, 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 by or for
the benefit of the Warrant  Holder shall inure to the benefit of his  successors
and assigns hereunder.

      15.  Termination.  This Warrant  will  terminate on the earlier of (a) the
expiration date of this Warrant or (b) the date this Warrant has been exercised.

      16.  Governing Law. This Warrant 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 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 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 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 will be
deemed  effective to modify,  amend or discharge any part of this Warrant or any
rights or obligations of any person under or by reason of this Warrant.



        THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS




                                       6
<PAGE>


      IN WITNESS  WHEREOF,  the undersigned has executed this Warrant as of this
_____ day of May, 2006.

                                          APPLIED DNA SCIENCES, INC.


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






                                       7
<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.

      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)


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







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</TEXT>
</DOCUMENT>
