<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>e65715_ex10-4.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT


      This REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  is made as of May
___, 2006, by and among Applied DNA Sciences,  Inc., a Nevada  corporation  (the
"Company"), and each of the undersigned (individually, the "Subscriber").

      WHEREAS, the Company has sold up to 140 units (the "Units") as of the date
hereof to  "accredited  investors"  who are not "U.S.  persons,"  including  the
Subscriber,  at a price of $50,000 per Unit for a maximum offering of $7,000,000
(the "Offering");

      WHEREAS,  each Unit consists of (i) a $50,000 principal amount 10% Secured
Convertible  Promissory Note (each a "Note," or  collectively,  the "Notes") and
(ii) a warrant to purchase 100,000 shares of common stock of Applied DNA (each a
"Warrant," or collectively, the "Warrants"); and

      WHEREAS,  the  Company  desires to provide to the holders of the Notes and
the Warrants  certain  registration  rights under the Securities Act of 1933, as
amended,  and the rules and  regulations  thereunder,  or any similar  successor
statute  as  each  may  be in  effect  from  time  to  time  (collectively,  the
"Securities Act"), and applicable state securities laws.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged,  the Company and the  Subscriber
agree as follows:

                            ARTICLE 1 - DEFINITIONS

      1.1.  Definitions.  As used in this  Agreement,  the following terms shall
have the following meanings:

            (a) "Agreement" has the meaning set forth in the preamble hereto.

            (b)  "Business  Day" means any day other than a Saturday,  Sunday or
      holiday on which banking institutions in New York, New York are closed.

            (c) "Company" has the meaning set forth in the preamble hereto.

            (d) "Common  Stock" shall mean the common stock of the Company,  par
      value $0.001 per share.

            (e)  "Exchange  Act" means the  Securities  Exchange Act of 1934, as
      amended,  and the rules and  regulations  promulgated  thereunder,  or any
      similar successor statute, as each may be in effect from time to time.

            (f) "Investors"  means,  collectively,  the holders of the Notes and
      the  Warrants  and  any  of  their   transferees  or  assignees  who  have
      registration  rights  under this  Agreement in  accordance  with the terms
      hereof. "Investor" means any such persons, individually.

            (g)  "Note" or "Notes"  has the  meaning  set forth in the  preamble
      hereto.


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<PAGE>

            (h) "Note  Shares"  means  the  shares  of  Common  Stock  issued or
      issuable upon conversion of the Notes.

            (i)  "register,"   "registered,"  and  "registration"   refer  to  a
      registration effected by preparing and filing a Registration  Statement or
      Statements in compliance  with the Securities  Act and the  declaration or
      ordering of effectiveness of such Registration  Statement or Statements by
      the SEC.

            (j) "Registrable  Securities" means (i) the Warrant Shares, (ii) the
      Note  Shares,  (iii) any Common Stock issued or issuable in respect of the
      Warrant Shares or the Notes Shares upon any stock split,  stock  dividend,
      recapitalization,  or similar  event;  and (iv) any capital stock or other
      securities otherwise issued or issuable with respect to the Warrant Shares
      or the Notes  Shares;  provided,  however,  that shares of Common Stock or
      other  securities  shall only be treated as Registrable  Securities if and
      for so long as they  have  not been (A)  sold to or  through  a broker  or
      dealer  or  underwriter  in  a  public  distribution,  or  (B)  sold  in a
      transaction   exempt  from  the  registration   and  prospectus   delivery
      requirements of the Securities Act under Section 4(l) thereof, in the case
      of  either  clause  (A) or  clause  (B) in such a  manner  that,  upon the
      consummation  of such sale,  all  transfer  restrictions  and  restrictive
      legends with respect to such shares are removed upon the  consummation  of
      such sale. For the avoidance of doubt,  "Registrable  Securities" does not
      include any  unexercised  option(s) or warrant(s)  for the purchase of any
      capital stock or convertible notes of the Company.

            (k) "Registration Statement" means any registration statement of the
      Company,  and any amendments thereto,  under the Securities Act subject to
      or  pursuant  to  Article 2 or another  provision  of this  Agreement,  as
      applicable.

            (l)  "SEC"  means  the  United   States   Securities   and  Exchange
      Commission.

            (m) "Selling Securityholder" means any Investor participating in any
      registration of Registrable Securities pursuant to this Agreement.

            (n) "Subscriber" has the meaning set forth in the preamble hereto.

            (o)  "Warrant  Shares"  means the shares of Common  Stock  issued or
      issuable upon exercise of the Warrants.

      1.2.  Capitalized  Terms.  Capitalized terms used herein and not otherwise
defined  herein shall have the  respective  meanings set forth in the agreements
with respect to sale of Registrable Securities.

                            ARTICLE 2 - REGISTRATION

      2.1.  Registration.  The Company  shall  prepare  and file a  registration
statement with the SEC with respect to the Registrable Securities underlying the
Notes and the Warrants within 30 days of the Company's Registration Statement or
Form SB-2 (SEC File No. 333-122848), as amended, being declared effective by the
SEC. The Company shall use its reasonable best efforts to have the  Registration
Statement  declared effective by the SEC by no later than 180 days after filing.
The  obligations  of the  Company  to file and have the  Registration  Statement
declared  effective  shall  terminate  as to any  holder of the  Units  upon the
earlier of the date: (a) when all of


                                       2
<PAGE>

such holder's Registrable Securities may be sold during a single three (3) month
period under Rule 144 of the  Securities  Act; and (b) when all of such holder's
Registrable  Securities may be  transferred  under Rule 144(k) of the Securities
Act unless such holder later  becomes an affiliate of the Company (as defined in
Rule 144 of the Securities Act) in which case the Company's  obligation shall be
revived until such holder's rights otherwise terminate under clause (a) above.

                     ARTICLE 3 - OBLIGATIONS OF THE COMPANY

      In connection with the  registration of the  Registrable  Securities,  the
Company shall have the following obligations:

      3.1.  Availability  of Registration  Statement.  The Company shall prepare
promptly and file with the SEC any Registration Statement required by Article 2,
use reasonable best efforts to cause such Registration Statement relating to the
Registrable  Securities to become  effective  within 180 days after such filing,
and keep the Registration Statement continuously effective and available for use
at all  times,  except  as set  forth  herein,  until  such  date  as all of the
Registrable Securities have been sold pursuant to such Registration Statement or
the  registration  rights with respect to the  Registrable  Securities have been
terminated pursuant to Section 2.1 hereof (the "Registration Period").

      3.2. Amendments to Registration  Statement.  The Company shall prepare and
file with the SEC such  amendments  (including  post-effective  amendments)  and
supplements  to a Registration  Statement and the prospectus  used in connection
with the  Registration  Statement as may be  necessary to keep the  Registration
Statement  effective and such  prospectus  available for use at all times during
the  Registration  Period  (including,   without   limitation,   amendments  and
supplements  necessary in connection with a change in the "Plan of Distribution"
section in any  Registration  Statement or prospectus)  and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable  Securities  covered by the Registration  Statement until the
termination  of the  Registration  Period.  The  Company  shall  cause  any such
amendment  and/or new  Registration  Statement  to become  effective  as soon as
practicable following the filing thereof.

      3.3.  Correction of Statements or Omissions.  As soon as practicable after
becoming aware of such event, the Company shall publicly  announce or notify all
Selling  Securityholders of the happening of any event, of which the Company has
actual knowledge, as a result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or
fails to state a material  fact  required to be stated  therein or  necessary to
make the statements  therein not  misleading,  and use  commercially  reasonable
efforts as soon as possible to (but in any event it shall  within five  Business
Days or three  Business Days of the receipt by the Company from its  accountants
of financial  information required to correct such untrue statement or omission,
as applicable)  prepare a supplement or amendment to the Registration  Statement
(and make all required  filings with the SEC and all applicable state securities
or blue sky  commissions)  to correct  such untrue  statement or omission if not
otherwise  satisfied  through  the  filing of a report  to the SEC or  otherwise
pursuant to  applicable  securities  laws (but such a supplement or amendment or
other  filing  shall  not  be  required  if,   notwithstanding   the   Company's
commercially  reasonable  efforts  to  so  prepare  and  file  such  supplement,
amendment or other filing,  such a  supplement,  amendment or other filing is no
longer  required by applicable law to correct such untrue  statement or omission
because  such untrue  statement  or  omission no longer  exists) and the Company
shall simultaneously (and


                                       3
<PAGE>

thereafter  as  requested)  deliver such number of copies of such  supplement or
amendment to each Investor (or other  applicable  document) as such Investor may
request in writing.

      3.4. Stop Orders. The Company shall use commercially reasonable efforts to
prevent the issuance of any stop order or other suspension of effectiveness of a
Registration  Statement,  and,  if  such an  order  is  issued,  to  obtain  the
withdrawal of such order at the earliest practicable time, and the Company shall
immediately  notify  all  Selling  Securityholders  and,  in  the  event  of  an
underwritten  offering,  the  managing  underwriter(s),  of the issuance of such
order and the resolution thereof.

      3.5.  Listing.  The Company shall use commercially  reasonable  efforts to
cause  the  listing  and the  continuation  of  listing  of all the  Registrable
Securities covered by any Registration  Statement on each securities exchange or
quotation  system upon which any other  securities of the Company is then listed
or quoted.

      3.6.  Transfer  Agent.  The  Company  shall  provide a transfer  agent and
registrar,  which may be a single  entity,  for the  Registrable  Securities not
later than the effective date of the Registration Statement.

      3.7.  Compliance  with Laws.  The Company shall comply with all applicable
laws related to a  Registration  Statement  and offering and sale of  securities
covered by the  Registration  Statement and all applicable rules and regulations
of  governmental   authorities  in  connection  therewith  (including,   without
limitation, the Securities Act and the Exchange Act).

                    ARTICLE 4 - OBLIGATIONS OF THE INVESTORS

      4.1.  Obligations of the Investors.  Each Investor electing to participate
in any  registration  of  Registrable  Securities  as a  Selling  Securityholder
generally agrees as follows:

            (a)  Information  Concerning  Investors;  Cooperation.  Each Selling
      Securityholder agrees to cooperate with the Company in connection with the
      preparation and filing of any Registration Statement hereunder, and for so
      long as the Company is obligated to keep any such  Registration  Statement
      effective,  such Selling  Securityholder  will provide to the Company,  in
      writing, for use in the Registration Statement,  all information regarding
      such Selling  Securityholder,  the Registrable Securities held by him, her
      or it, the intended method of distribution of such Registrable  Securities
      and such other  information  as may be  necessary to enable the Company to
      prepare  the   Registration   and  prospectus   covering  the  Registrable
      Securities  and to maintain  the currency and  effectiveness  thereof.  At
      least 30 days prior to the first anticipated filing date of a Registration
      Statement,  the Company  shall notify each Selling  Securityholder  of the
      information the Company so requires from each such Selling  Securityholder
      and  each  Selling  Securityholder  shall  deliver  to  the  Company  such
      requested  information  within  20 days of  request  therefor  or shall be
      excluded from such registration.

            (b)  SEC.  Each  Selling  Securityholder  agrees  to use  reasonable
      efforts to  cooperate  with the  Company  (at the  Company's  expense)  in
      responding to comments of the staff of the SEC relating to such Investor.

            (c)  Suspension  of  Offering  or  Distribution.  On notice from the
      Company of the happening of any of the events specified in Sections 3.3 or
      3.4, the


                                       4
<PAGE>

      Company  requires the  suspension  by such Selling  Securityholder  of the
      distribution  of any of the  Registrable  Securities,  then  such  Selling
      Securityholder  shall  cease  offering  or  distributing  the  Registrable
      Securities   until  such  time  as  the  Company   notifies  such  Selling
      Securityholder   that  offering  and   distribution   of  the  Registrable
      Securities may recommence.

                      ARTICLE 5 - EXPENSES OF REGISTRATION

      5.1. Expenses. With respect to each registration of Registrable Securities
hereunder,  all expenses (other than underwriting  discounts and commissions and
transfer  taxes),  including,   without  limitation,  the  reasonable  fees  and
disbursements of one counsel to the Selling  Securityholders,  all registration,
listing and qualification  fees,  printers and accounting fees, and the fees and
disbursements of counsel for the Company, shall be borne by the Company.

                          ARTICLE 6 - INDEMNIFICATION

      In the event any  Registrable  Securities  are included in a  Registration
Statement under this Agreement:

      6.1.  Indemnification  by the Company.  The Company will  indemnify,  hold
harmless and defend (a) each Selling  Securityholder,  (b) each  underwriter  of
Registrable  Securities,  and (c) the directors,  officers,  partners,  members,
employees,  agents and persons who control each such Selling  Securityholder and
any such  underwriter  within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, if any (each, a "Investor  Indemnified Person"),
against any losses,  claims,  damages,  liabilities  or expenses  (collectively,
together with  actions,  proceedings  or inquiries  whether or not in any court,
before  any  administrative   body  or  by  any  regulatory  or  self-regulatory
organization,  whether commenced or threatened, in respect thereof, "Claims") to
which any of them may become subject  insofar as such Claims arise out of or are
based upon: (i) any untrue  statement or alleged untrue  statement of a material
fact in a  Registration  Statement or the omission or alleged  omission to state
therein  a  material  fact  required  to be  stated  or  necessary  to make  the
statements  therein not misleading,  (ii) any untrue statement or alleged untrue
statement of a material  fact  contained in any  preliminary  prospectus if used
prior to the effective date of such Registration  Statement, or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the  Securities  Act, the Exchange  Act,  any other law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating to the offer or sale of the Registrable  Securities (the matters in the
foregoing  clauses (i) through  (iii) being,  collectively,  "Violations").  The
Company shall reimburse each such Investor Indemnified Person,  promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees and
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein,  the  Company  shall not be  required to  indemnify  or hold  harmless a
Investor  Indemnified Person (A) with respect to a Claim arising out of or based
upon (1) any violation of federal or state securities laws, rules or regulations
committed by such Investor  Indemnified  Persons (or any person who controls any
of them or any agent,  broker-dealer  or underwriter  engaged by them) or in the
case of a non-underwritten  offering,  any failure by such Investor  Indemnified
Person  to give  any  purchaser  of  Registrable  Securities  at or prior to the
written confirmation of such sale, a copy of


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<PAGE>

the most recent prospectus, (2) an untrue statement or omission contained in any
Registration  Statement or  prospectus  which  statement or omission was made in
reliance  upon and in  conformity  with  written  information  provided by or on
behalf of such Investor  Indemnified Person specifically for use or inclusion in
the Registration Statement or any prospectus, (3) any prospectus used after such
time as the Company advised such Investor  Indemnified Person that the filing of
a post  effective  amendment  or  supplement  thereto was  required,  except the
prospectus as so amended or supplemented,  or (4) any prospectus used after such
time as the Company's  obligation to keep the Registration  Statement  effective
and current has expired or been suspended hereunder,  provided, that the Company
has so advised such Investor  Indemnified Person; (B) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld; and (C) with respect to any preliminary prospectus, shall not inure to
the benefit of a Investor Indemnified Person if the untrue statement or omission
of material  fact  contained in the  preliminary  prospectus  was corrected on a
timely  basis  in the  prospectus,  as then  amended  or  supplemented,  if such
corrected  prospectus  was timely  made  available  by the  Company  pursuant to
Section 3.3 hereof, and such Investor Indemnified Person was promptly advised in
writing not to use the  incorrect  prospectus  prior to the use giving rise to a
Claim and such Investor  Indemnified Person,  notwithstanding  such advice, used
it.  Such  indemnity  shall  remain in full force and effect  regardless  of any
investigation made by or on behalf of the Investor  Indemnified Person and shall
survive the transfer of the  Registrable  Securities  by a Investor  pursuant to
Article 9.

      6.2.  Indemnification  by Investors.  An Investor  shall  indemnify,  hold
harmless  and  defend,  to the same  extent and in the same  manner set forth in
Section 6.1, the Company, each of its directors,  each of its officers who signs
the  Registration  Statement,  its  employees,  agents and persons,  if any, who
control the Company  within the meaning of Section 15 of the  Securities  Act or
Section 20 of the Exchange Act, and any other securityholder  selling securities
pursuant to the Registration Statement and any underwriter of securities covered
by such  Registration  Statement,  together  with its  directors,  officers  and
members,  and any person who controls such  securityholder or underwriter within
the  meaning  of the  Securities  Act or the  Exchange  Act  (each,  a  "Company
Indemnified Person"), against any Claim to which any of them may become subject,
under the Securities  Act, the Exchange Act or otherwise,  insofar as such Claim
arises out of or is based upon any  Violation,  in each case to the extent  (and
only  to the  extent)  that  such  Violation  occurs  in  reliance  upon  and in
conformity  with written  information  furnished to the Company by such Investor
expressly  for use in  connection  with such  Registration  Statement;  and such
Investor will reimburse any legal or other  expenses  (promptly as such expenses
are incurred and are due and payable)  reasonably incurred by them in connection
with  investigating  or defending any such Claim;  provided,  however,  that the
indemnity  agreement  contained  in this  Section 6.2 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written  consent  of such  Investor,  which  consent  shall not be  unreasonably
withheld;  and provided,  further,  however,  that such Investor shall be liable
under this  Agreement  (including  this Section 6.2 and Article 7) for only that
amount as does not exceed the net proceeds actually received by such Investor as
a result of the sale of  Registrable  Securities  pursuant to such  Registration
Statement.  Such indemnity  shall remain in full force and effect  regardless of
any investigation  made by or on behalf of such Company  Indemnified  Person and
shall  survive  the  transfer of the  Registrable  Securities  by such  Investor
pursuant  to Article  9.  Notwithstanding  anything  to the  contrary  contained
herein, the indemnification agreement contained in this Section 6.2 with respect
to any  preliminary  prospectus  shall not inure to the  benefit of any  Company
Indemnified  Person  if the  untrue  statement  or  omission  of  material  fact


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<PAGE>

contained in the  preliminary  prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented,  and the Company Indemnified Person
failed to utilize such corrected prospectus.

      6.3. Notices.  Promptly after receipt by a Investor  Indemnified Person or
Company Indemnified Person under this Article 6 of notice of the commencement of
any action (including any governmental action), such Investor Indemnified Person
or Company Indemnified Person shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Article 6, deliver to the indemnifying
party a written notice of the commencement  thereof,  and the indemnifying party
shall have the right (at its expense) to participate  in, and, to the extent the
indemnifying  party so  desires,  jointly  with  any  other  indemnifying  party
similarly  noticed,  to assume and continue  control of the defense thereof with
counsel  mutually  satisfactory  to the  indemnifying  party  and  the  Investor
Indemnified  Person  or the  Company  Indemnified  Person,  as the  case may be;
provided,  however,  that such  indemnifying  party shall diligently pursue such
defense and an indemnifying  party shall not be entitled to assume (or continue)
such defense if the  representation by such counsel of the Investor  Indemnified
Person  or  Company  Indemnified  Person  and the  indemnifying  party  would be
inappropriate  due to actual or  potential  conflicts  of interest  between such
Investor  Indemnified  Person or Company  Indemnified Person and any other party
represented  by such  counsel  in such  proceeding  or the  actual or  potential
defendants  in,  or  targets  of,  any such  action  include  both the  Investor
Indemnified Person or the Company Indemnified Person and the indemnifying party,
and  any  such  Investor   Indemnified  Person  or  Company  Indemnified  Person
reasonably  determines  that  there  may be  legal  defenses  available  to such
Investor  Indemnified  Person or Company  Indemnified Person which are different
from  or  in  addition  to  those   available   to  such   indemnifying   party.
Notwithstanding  any  assumption  of  such  defense  and  without  limiting  any
indemnification  obligation  provided  for in Section  6.1 or 6.2,  the  Company
Indemnified Person or Investor  Indemnified Person, as the case may be, shall be
entitled to be  represented  by counsel (at its own expense if the  indemnifying
party is permitted to assume and continue  control of the defense and  otherwise
at the expense of the indemnifying  party) and such counsel shall be entitled to
participate  in such  defense.  The  failure  to deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Investor Indemnified Person or Company Indemnified Person under this Article VI,
except  to the  extent  that  the  indemnifying  party  is  actually  materially
prejudiced in its ability to defend such action. The indemnification required by
this Article 6 shall be made by periodic  payments of the amount  thereof during
the course of the  investigation or defense,  as such expense,  loss,  damage or
liability is incurred and is due and payable.

                            ARTICLE 7 - CONTRIBUTION

      7.1. To provide for just and equitable contribution, if (i) an indemnified
party makes a claim for indemnification  pursuant to Section 6.1 or 6.2 (subject
to the limitations  thereof) but it is found in a final judicial  determination,
not subject to further appeal, that such  indemnification may not be enforced in
such case, even though this Agreement  expressly provides for indemnification in
such case, or (ii) any  indemnified  or  indemnifying  party seeks  contribution
under the  Securities  Act,  the  Exchange  Act or  otherwise,  then the Company
(including  for  this  purpose  any  contribution  made by or on  behalf  of any
director  of the  Company,  any  officer  of the  Company  who  signed  any such
registration  statement,  and any  controlling  person of the Company within the
meaning of Section 15 of the  Securities  Act or Section  20(a) of the  Exchange
Act),  as  one  entity,  and  the  Selling   Securityholders  whose  Registrable
Securities  are included in such


                                       7
<PAGE>

registration in the aggregate (including for this purpose any contribution by or
on behalf of an indemnified party), as a second entity,  shall contribute to the
losses,  liabilities,  claims,  damages, and expenses whatsoever to which any of
them may be subject,  on the basis of relevant equitable  considerations such as
the relative fault of the Company and such Selling Securityholders in connection
with the facts which resulted in such losses, liabilities,  claims, damages, and
expenses. The relative fault, in the case of an untrue statement, alleged untrue
statement,  omission,  or alleged omission,  shall be determined by, among other
things, whether such statement, alleged statement, omission, or alleged omission
relates  to   information   supplied   by  the   Company  or  by  such   Selling
Securityholders,   and  the  parties'  relative  intent,  knowledge,  access  to
information,  and  opportunity  to correct or prevent  such  statement,  alleged
statement, omission, or alleged omission. Subject to the following sentence, the
Company  and  Investors  agree  that it would be unjust and  inequitable  if the
respective  obligations  of the  Company  and the  Selling  Securityholders  for
contribution  were  determined  by pro  rata  or per  capita  allocation  of the
aggregate  losses,  liabilities,  claims,  damages,  and  expenses  (even if the
Selling  Securityholders  and the other indemnified  parties were treated as one
entity for such  purpose)  or by any other  method of  allocation  that does not
reflect the equitable considerations referred to in this Section 7.1. In no case
shall  any  Selling   Securityholder   be  responsible  for  a  portion  of  the
contribution  obligation imposed on all Selling Securityholders in excess of the
net proceeds actually received by such Selling Securityholder as a result of the
sale of  Registrable  Securities  pursuant to such  Registration  Statement.  No
person guilty of a fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who is not guilty of such  fraudulent  misrepresentation.  For  purposes of this
Section 7.1, each person, if any, who controls any Selling Securityholder within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act and each officer,  director,  partner,  employee, agent, and counsel of each
such  Selling  Securityholder  or control  person  shall have the same rights to
contribution as such Selling  Securityholder  or control person and each person,
if any,  who  controls  the  Company  within  the  meaning  of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, each officer of the Company
who signs the Registration  Statement,  each director of the Company, and its or
their  respective  counsel  shall have the same  rights to  contribution  as the
Company, subject in each case to the provisions of this Section 7.1. Anything in
this Section 7.1 to the contrary  notwithstanding,  no party shall be liable for
contribution  with  respect to the  settlement  of any claim or action  effected
without its written consent. This Section 7.1 is intended to supersede any right
to contribution under the Securities Act, the Exchange Act or otherwise.

                          ARTICLE 8 - MARKET STAND-OFF

      8.1.  "Market  Stand-Off".  Each Investor  hereby agrees that,  during the
period  specified  by the Company and any  underwriter  of Common Stock or other
securities  of the  Company  following  the  effective  date  of a  Registration
Statement of the Company  filed under the  Securities  Act, it shall not, to the
extent  requested by the Company and such  underwriter,  directly or  indirectly
sell, offer to sell, contract to sell (including,  without limitation, any short
sale),  grant any option to purchase or otherwise  transfer or dispose of (other
than to donees who agree to be similarly  bound) any  securities  of the Company
held by it at any time during such period except  Common Stock  included in such
registration;  provided,  that (i) such market  stand-off  time period shall not
exceed  180 days  following  the  effective  date of such  registration  if such
registration relates to the Company's initial public offering of securities, and
shall not exceed 90 days  following the effective date of such  registration  in
all other cases; (ii) the directors, officers and holders of more than 2% of the
Company's  then  outstanding  capital  stock  (each such  director,


                                       8
<PAGE>

officer and  stockholder,  a "Lockup Party") shall have agreed to be at least as
restricted  with respect to the offer,  sale or other  transfer of such persons'
securities  in the Company (a "lockup");  and (iii) the Company  shall  promptly
provide notice to each Investor of any discretionary waiver or early termination
by the Company or its  underwriter of the lockup of any Lockup Party,  and cause
each  Investor to receive,  on a  proportionate  basis,  the benefit of any such
waiver or termination.

                   ARTICLE 9 - REPORTS UNDER THE EXCHANGE ACT

      9.1. Rule 144 Reporting.  With a view to making  available the benefits of
certain rules and  regulations  of the SEC which may at any time permit the sale
of the Registrable Securities to the public without registration after such time
as a public  market  exists for the Common  Stock of the  Company,  the  Company
agrees to:

            (a) Make and keep public information  available,  as those terms are
      understood and defined in Rule 144 under the Securities  Act, at all times
      after  the  date  that  the  Company  becomes  subject  to  the  reporting
      requirements of the Securities Act or the Exchange Act;

            (b) File with the  Commission  in a timely  manner all  reports  and
      other  documents  required of the Company under the Securities Act and the
      Exchange  Act (at any time after it has become  subject to such  reporting
      requirements); and

            (c) So long as any  Investor  owns any  Registrable  Securities,  to
      furnish  to  such  Investor  forthwith  upon  written  request  a  written
      statement  by  the  Company  as  to  its  compliance  with  the  reporting
      requirements  of said  Rule  144 (at any  time  after  90 days  after  the
      effective date of the first  registration  statement  filed by the Company
      for an  offering of its  securities  to the  general  public),  and of the
      Securities  Act and the  Exchange  Act (at any time  after  it has  become
      subject to such reporting requirements),  a copy of the most recent annual
      or quarterly  report of the Company,  and such other reports and documents
      of the Company and other  information  in the  possession of or reasonably
      obtainable by the Company as any such Investor may  reasonably  request in
      availing  itself  of any  rule  or  regulation  of the SEC  allowing  such
      Investor to sell any such securities without registration.

          ARTICLE 10 - AMENDMENT AND ASSIGNMENT OF REGISTRATION RIGHTS

      10.1.  Assignment  of  Registration  Rights.  The  rights of any  Investor
hereunder as to Registrable Securities  transferred by such Investor,  including
the right to have the Company register  Registrable  Securities pursuant to this
Agreement,  shall be automatically assigned by the Investor to any transferee of
all or any portion of the Registrable  Securities,  whether such transfer occurs
before  or after the  Registration  Statement  becomes  effective,  if:  (a) the
transferring  Investor  agrees in writing  with the  transferee  or  assignee to
assign such  rights,  and a copy of such  agreement  is furnished to the Company
within 10 days after such  assignment,  (b) the Company is, within 10 days after
such transfer or  assignment,  furnished with written notice of (i) the name and
address of such transferee or assignee,  and (ii) the securities with respect to
which such registration rights are being transferred or assigned,  (c) following
such transfer or assignment,  the further  disposition of such securities by the
transferee  or assignee is  restricted  under the  Securities  Act or applicable
state  securities  laws, and (d) at or before the time the Company


                                       9
<PAGE>

receives the written notice  contemplated  by clause (b) of this  sentence,  the
transferee  or  assignee  agrees in writing for the benefit of the Company to be
bound by all of the  provisions  contained  herein.  The rights of any  Investor
hereunder with respect to any Registrable  Securities  retained by such Investor
shall not be assigned by virtue of the transfer of other Registrable Securities.

      10.2.  Amendment of Registration  Rights.  Except as expressly provided in
this  Agreement,  neither  this  Agreement  nor any term  hereof may be amended,
waived,  discharged or terminated other than by a written  instrument  signed by
the party against whom enforcement of any such amendment,  waiver,  discharge or
termination is sought;  provided,  however, that holders of more than 50% of the
Registrable  Securities  may,  with the written  consent of the Company,  waive,
modify or amend on behalf of all holders, any provisions hereof benefitting such
holders,  so long as the effect  thereof  will be that all such  holders will be
treated equally.

                           ARTICLE 11 - MISCELLANEOUS

      11.1.  Registered Holders. A person or entity is deemed to be a holder (or
a holder in interest) of Registrable  Securities  whenever such person or entity
owns of record such Registrable Securities.  If the Company receives conflicting
instructions,  notices or elections  from two or more  persons or entities  with
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions,  notice or election  received from the registered owner of such
Registrable Securities.

      11.2.  Notices,  etc.  All  notices and other  communications  required or
permitted  under this Agreement  shall be sent by registered or certified  mail,
postage  prepaid,  overnight  courier,  confirmed  facsimile or other electronic
transmission or otherwise delivered by hand or by messenger, addressed (a) if to
a Investor, at such Investor's address set forth on the signature page hereto or
at such other  address as such Investor  shall have  furnished to the Company in
writing,  (b) if to the Company at its offices to the attention of the President
or at such other address as the Company shall have furnished to the Investors in
writing,  or (c) if any transferee or assignee of a Investor pursuant to Section
10.1, at such address as such transferee or assignee shall have furnished to the
Company  in  writing.  Each  such  notice or other  communication  shall for all
purposes of this  Agreement be treated as  effective or having been  received or
given, as applicable,  (i) when delivered if delivered personally,  (ii) if sent
by mail,  at the  earlier  of its  receipt  or three  Business  Days  after  the
registration or certification  thereof,  (iii) if sent by overnight courier, one
Business  Day after the same has been  deposited  with a  nationally  recognized
courier  service,  or (iv) when sent by confirmed  facsimile or other electronic
transmission, on the day sent (if a Business Day) if sent during normal business
hours of the  recipient,  and if not, then on the next  Business Day  (provided,
that such facsimile or other electronic transmission is followed by delivery via
another method permitted by this Section 11.2).

      11.3. Delays or Omissions. Except as expressly provided in this Agreement,
no delay or  omission  to exercise  any right,  power or remedy  accruing to any
Investor  upon any breach or default of the Company under this  Agreement  shall
impair  any such  right,  power  or  remedy  of such  Investor  nor  shall it be
construed  to be a waiver of any such  breach  or  default,  or an  acquiescence
therein,  or of or in any similar breach or default  thereafter  occurring;  nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default  theretofore  or  thereafter  occurring.  Any waiver,  permit,
consent or approval of any kind or  character on the part of any Investor of any
breach  or  default  under  this  Agreement,  or any  waiver  on the part of any
Investor of any provisions or conditions of this  Agreement,  must be in writing


                                       10
<PAGE>

and  shall  be  effective  only to the  extent  specifically  set  forth in such
writing.  All  remedies,  either  under this  Agreement  or by law or  otherwise
afforded to any Investor shall be cumulative and not alternative.

      11.4. Governing Law; Jurisdiction. This Agreement shall be governed in all
respects  by the laws of the  State of New York  without  giving  effect  to the
conflicts of laws principles thereof.  All suits, actions or proceedings arising
out of, or in connection with, this Agreement or the  transactions  contemplated
by this  Agreement  shall be brought in any federal or state court of  competent
subject  matter  jurisdiction  sitting in New York, New York Each of the parties
hereto by execution and delivery of this  Agreement,  expressly and  irrevocably
(i) consents and submits to the personal  jurisdiction of any such courts in any
such  action or  proceeding;  (ii)  consents  to the  service of any  complaint,
summons,  notice or other  process  relating to any such action or proceeding by
delivery  thereof to such party as set forth in Section 11.2  hereof;  and (iii)
waives  any  claim or  defense  in any such  action or  proceeding  based on any
alleged lack of personal  jurisdiction,  improper venue, forum non conveniens or
any similar basis.

      11.5. Entire Agreement;  Amendment. This Agreement and the other documents
delivered  pursuant to this  Agreement  at the Closing  constitute  the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subject  matter hereof and thereof and supersede all prior  agreements and merge
all prior  discussions,  negotiations,  proposals  and offers  (written or oral)
between  them,  and no party  shall be liable or bound to any other party in any
manner by any  representations,  warranties,  covenants or agreements  except as
specifically set forth herein or therein.  Except as expressly  provided in this
Agreement,  neither this  Agreement nor any term hereof may be amended,  waived,
discharged or terminated other than by a written  instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

      11.6. Successors and Assigns. Subject to Article 10 hereof, the provisions
of this  Agreement  shall  inure to the  benefit  of, and be binding  upon,  the
permitted  successors,  assigns,  heirs,  executors  and  administrators  of the
parties to this Agreement, except that the Company may not assign this Agreement
without  the  written  consent  of the  Holders  of at  least  50%  of the  then
outstanding Registrable Securities.

      11.7.  Titles and  Subtitles.  The headings in this Agreement are used for
convenience  of reference  only and shall not be  considered  in  construing  or
interpreting this Agreement.

      11.8.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument.  This  Agreement  may  be  delivered  by  facsimile,  and  facsimile
signatures shall be treated as original signatures for all applicable purposes.

      11.9. Further Assurances.  Each party shall do and perform, or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.


                                       11
<PAGE>

      11.10. Consents.  Unless otherwise provided herein, all consents and other
determinations  to be made pursuant to this Agreement shall be made on the basis
of a majority in interest  (determined by number of securities)  with respect to
the Registrable Securities.

      11.11.  Severability.  In the event that any  provision of this  Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision.

      11.12. No Third Party  Beneficiaries.  This Agreement shall not confer any
rights or remedies upon any person other than the parties hereto, each investor,
their permitted  successors and assigns and parties eligible for indemnification
under  Article  6,  and  only in  accordance  with  the  express  terms  of this
Agreement.

      11.13.   Confidentiality   of   Agreement,   Press   Releases  and  Public
Announcements.  Except as set forth below,  the parties  shall,  and shall cause
their officers, employees and representatives to, treat and hold as confidential
the existence and terms of this Agreement at all times. No party shall issue any
press release or make any public announcement  relating to the subject matter of
this Agreement without the prior written approval of the Company and the holders
of at least 50% of the number of Registrable Securities; provided, however, that
any party may make any public  disclosure  it believes in good faith is required
by  applicable  law  (including  applicable  securities  laws) or any listing or
trading  agreement  concerning  its  publicly-traded  securities  to  make  such
disclosure (in which case the disclosing  party will use its reasonable  efforts
to advise the other parties in writing prior to making the disclosure).

      11.14.  Construction.   The  parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement.  Any reference to any federal, state, local or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations  promulgated  thereunder and any applicable  common law,  unless the
context requires  otherwise.  The word "including"  shall mean including without
limitation and is used in an  illustrative  sense rather than a limiting  sense.
Terms  used with  initial  capital  letters  will have the  meanings  specified,
applicable  to singular and plural  forms,  for all purposes of this  Agreement.
Reference  to any gender  will be deemed to include  all genders and the neutral
form.

      11.15.  Incorporation  of Exhibits,  Annexes and Schedules.  The Exhibits,
Annexes and Schedules  identified in this  Agreement,  if any, are  incorporated
herein by reference and made a part hereof.





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                                       12
<PAGE>


      IN WITNESS  WHEREOF,  the parties  have caused  this  Registration  Rights
Agreement to be duly executed as of the date first above written.

                                    APPLIED DNA SCIENCES, INC.


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



                                    IF INDIVIDUAL INVESTOR:


                                    ------------------------------------
                                    (Signature)


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


                                    IF CORPORATION, TRUST,
                                    ESTATE OR REPRESENTATIVE:


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


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




                                       13

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