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<SEC-DOCUMENT>0001282695-06-000277.txt : 20060505
<SEC-HEADER>0001282695-06-000277.hdr.sgml : 20060505
<ACCEPTANCE-DATETIME>20060504183344
ACCESSION NUMBER:		0001282695-06-000277
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20060428
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060505
DATE AS OF CHANGE:		20060504

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	002-90539
		FILM NUMBER:		06809910

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

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DATALINK CAPITAL CORP/TX/
		DATE OF NAME CHANGE:	19980306
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e65715_8k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              --------------------

          Date of report (Date of earliest event reported): May 1, 2006

                            Applied DNA Sciences, Inc
               (Exact Name of Registrant as Specified in Charter)


           Nevada                   002-90539                  59-2262718
      (State or Other        (Commission File Number)        (IRS Employer
       Jurisdiction                                       Identification No.)
     of Incorporation)


                       25 Health Sciences Drive, Suite 113
                           Stony Brook, New York 11790
               (Address of Principal Executive Offices) (Zip Code)

                                  631-444-6861
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


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

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

|_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

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

      On May 2, 2006,  Applied DNA  Sciences,  Inc., a Nevada  corporation  (the
"Company"), completed the first tranche of a private placement (the "Placement")
of up to 140 units at $50,000 per unit for sale to  "accredited  investors"  who
are not a "U.S. person," as each is defined in regulations promulgated under the
Securities  Act. In this first tranche,  the Company sold 20 units for aggregate
gross proceeds of $1,000,000. Each such unit consists of (i) a $50,000 Principal
Amount 10% Secured  Convertible  Promissory  Note and (ii) a warrant to purchase
100,000 shares of the Company's  common stock  exercisable  for a period of four
years  commencing  on May 2,  2007,  at a price of $0.50  per  share.  Each such
warrant may be redeemed  at the option of the Company at a  redemption  price of
$0.001  upon the  earlier of (i) May 2, 2009,  and (ii) the date a  registration
statement  for the  resale of the  underlying  common  stock  has been  declared
effective by the Securities and Exchange Commission (the "Commission"),  and the
Company's  stock has traded on The Over the Counter  Bulletin  Board at or above
$1.00  per share for 20  consecutive  trading  days.  The  promissory  notes and
accrued but unpaid interest  thereon are convertible into shares of common stock
of the  Company  at a price of $0.50 per share by the  holder of the  promissory
notes at any time from May 2, 2006, through May 2, 2007, and shall automatically
convert on such date at a 20%  discount to the average of the closing bid prices
of the Company's common stock on trading days during the 12 months prior to such
conversion.  The promissory notes bear interest at the rate of 10% per annum and
are due and  payable  in full on August 2,  2007.  Any  principal  payment of or
interest payment on the outstanding  promissory notes not paid when due, whether
upon maturity,  acceleration or otherwise,  shall bear interest at the lesser of
12% or the maximum rate permissible by law. At any time prior to conversion, the
Company  will have the right to prepay  the  promissory  notes and  accrued  but
unpaid interest thereon upon 3 days notice,  allowing the holders to convert the
promissory notes during such notice period.

      Until the principal and interest  under the  promissory  notes are paid in
full, or converted into common stock of the Company,  the promissory  notes will
be secured  by a security  interest  in all of the assets of the  Company.  This
security  interest will be pari passu with the security  interest granted to the
holders of  $1,500,000  of $50,000  principal  amount  10%  secured  convertible
promissory notes issued as part of a private  placement of the Company completed
on March 8, 2006.  The Company may issue up to $4,500,000 of debt in addition to
the remaining  $6,000,000  that may be sold in the Placement that may be secured
by a security interest in all of the Company's  assets,  which interest would be
pari passu to the  security  interest  granted to the holders of the  promissory
notes and the promissory notes issued in March.

      In connection  with the  Placement,  each  purchaser of a unit has entered
into a  subscription  agreement and a  registration  rights  agreement  with the
Company. Pursuant to this registration right agreement, the Company will prepare
and file a  registration  statement  with the  Commission  for the resale of the
common stock  underlying the promissory notes and the warrants within 30 days of
the  Company's  registration  statement  on Form SB-2,  as amended (SEC File No.
333-122848),  being  declared  effective  by the  Commission,  and  to  use  the
Company's  reasonable  best efforts to have the  registration  statement for the
resale of the common  stock  underlying  the  promissory  notes and the warrants
declared effective by the Commission by no later than 180 days after filing. The
obligations of the Company to file and have such registration statement declared
effective  shall terminate as to any holder of the units upon the earlier of the
date: (a) when all of such holder's common stock underlying the promissory notes
and the  warrants  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  common  stock
underlying the promissory  notes and the warrants 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.


<PAGE>


      Arjent Limited served as the Company's  placement  agent in the Placement.
The Company has agreed to pay from the proceeds of the Placement:  (1) to Arjent
Limited:  (a) a commission  equal to 10% of the gross proceeds of the Placement;
(b) a  non-accountable  expense  allowance equal to 3% and  non-accountable  due
diligence  expenses  equal to 2%, of the gross  proceeds of the  Placement;  (c)
2,400,000  shares of common  stock of the  Company;  and (d)  $75,000 for Arjent
Limited's legal fees and expenses;  and (2) $150,000 to VC Arjent Ltd., formerly
known as Vertical Capital Partners, Inc., for consulting and management fees.

      The Company claims an exemption from the registration  requirements of the
Securities  Act for the private  placement of the units pursuant to Regulation S
promulgated  under the  Securities Act because each of the units were sold in an
"offshore  transaction" to persons who are not a "U.S.  person," in each case as
defined in Regulation S.

Item 8.01 Other Events.

      On May 1, 2006,  the Company issued a press release to announce the launch
of its  SigNature  Botanical  DNA  Authentication  Program.  A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

      (d)   Exhibits.

      Exhibit 10.1  Form of  Subscription  Agreement by and between  Applied DNA
                    Sciences, Inc. and each purchaser of a unit.

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

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

      Exhibit 10.4  Form of  Registration  Rights  Agreement  by and between the
                    Applied DNA Sciences, Inc. and each purchaser of a unit.

      Exhibit 99.1  Press  release of Applied DNA Sciences,  Inc.,  dated May 1,
                    2006.



<PAGE>


                                    SIGNATURE

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

                                       Applied DNA Sciences, Inc.
                                       (Registrant)



                                       By: /s/ James  Hayward
                                       --------------------------------------
                                       James Hayward
                                       Chief Executive Officer




Date: May 5, 2006


<PAGE>


Exhibit No.    Description of Exhibit
- -----------    ----------------------

10.1           Form  of  Subscription  Agreement  by  and  between  Applied  DNA
               Sciences, Inc. and each purchaser of a unit.

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

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

10.4           Form of Registration  Rights Agreement by and between the Applied
               DNA Sciences, Inc. and each purchaser of a unit.

99.1           Press Release of Applied DNA Sciences, Inc., dated May 1, 2006.



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

                                                                    EXHIBIT 10.1

                             SUBSCRIPTION AGREEMENT

Applied DNA Sciences, Inc.
25 Health Sciences Drive, Suite 113
Stony Brook,  New York 11790

Gentlemen and Ladies:

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

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

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

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

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


                                       1
<PAGE>

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

      3. Closing. The Subscriber understands and agrees that the Company intends
to make an initial closing of this offering of units in the Company on or before
April 26, 2006, but that the same may be extended for three additional  periods,
each such  period not to exceed  thirty (30) days,  at the sole  decision of the
Company,  without notice to any  Subscriber.  If the Company does not accept the
Subscriber  prior  to the  initial  closing,  this  Subscription  Agreement  and
Confidential  Offering  Questionnaire,  together with the Subscriber's funds and
any other documents delivered to the Company,  shall be promptly returned to the
Subscriber.

      4. Subscription  Compliance.  The Subscriber agrees that this subscription
is subject to the following terms and conditions:

      The Company shall have the right, in its sole  discretion,  to: (i) accept
      or reject this  subscription;  (ii)  determine  whether this  Subscription
      Agreement  has  been  properly  completed  by  the  Subscriber  and  (iii)
      determine whether the Subscriber has met all of the Company's requirements
      for  investment in a Note. If the Company  deems this  subscription  to be
      defective,  deficient  or otherwise  non-compliant  with the terms of this
      offering,  the  Subscriber's  funds  will  be  returned  promptly  to  the
      Subscriber without interest or deduction.

      5. Receipt of Information.

            a. The Subscriber and Subscriber's purchaser representative, if any,
      have  received  a copy  of the  Confidential  Private  Placement  Offering
      Memorandum.  The  Subscriber,  either alone or together with  Subscriber's
      purchaser  representative,  if any, have such  knowledge and experience in
      financial  and  business  matters as to be able to evaluate the merits and
      risks of an investment in the Company.

            b. The Subscriber and Subscriber's representative,  if any, have had
      the  opportunity to ask questions of and receive  answers from the Company
      concerning  the terms and  conditions  of the offering of the Units by the
      Company and to obtain any additional  information Subscriber has requested
      which is necessary to verify the accuracy of the information  furnished to
      the Subscriber concerning the Company and such offering.

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

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

            b. If the Subscriber is a Company,  trust or other corporate  entity
      purchaser of the unit(s),  the Subscriber  represents and warrants that it
      is duly  organized and validly  existing  under the laws of the Country of
      _______________,  and has all requisite powers to purchase the unit(s). If
      the  subscriber is a trust,  none of the trustees are a "U.S.  person," as
      defined in Rule 902 of Regulation S promulgated under the Act.

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


                                       2
<PAGE>

            d. The unit(s) is being purchased for the  Subscriber's  own account
      without the participation of any other person,  with the intent of holding
      the  unit(s)  for  investment  and  without  the intent of  participating,
      directly or indirectly,  in a  distribution  of the unit(s) and not with a
      view to, or for a resale  in  connection  with,  any  distribution  of the
      unit(s)  or any  portion  thereof,  nor is the  undersigned  aware  of the
      existence of any  distribution of the Company's  securities.  Furthermore,
      the  undersigned  has no present  intention of dividing  such unit(s) with
      others or reselling or otherwise disposing of any portion of such unit(s),
      either currently or after the passage of a fixed or determinable period of
      time, or upon the occurrence or nonoccurrence of any  predetermined  event
      or circumstance.

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

            f. The Subscriber  represents  that his financial  commitment to all
      investments  (including  his  investment  in the  Company)  is  reasonable
      relative to his net worth and liquid net worth.

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

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

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

            j. The  Subscriber  is not  acquiring  the  unit(s)  based  upon any
      representation,  oral or written, by any person with respect to the future
      value of, or income  from,  the  unit(s)  but rather  upon an  independent
      examination and judgment as to the prospects of the Company.

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

            l. The Company, by and through itself and/or legal counsel, has made
      no representations or warranties as to the suitability of the Subscriber's
      investment  in the  Company,  the length of time the  undersigned  will be
      required to own the unit(s),  or the profit to be  realized,  if any, as a
      result of investment  in the Company.  Neither the Company nor its counsel
      has made an independent investigation on behalf of the Subscriber, nor has
      the  Company,  by and through  itself and  counsel,  acted in any advisory
      capacity to the Subscriber.

            m. The Company, by and through itself and/or legal counsel, has made
      no  representations  or warranties that the past performance or experience
      on the part of the


                                       3
<PAGE>

      Company,   or  any  partner  or  affiliate,   their  partners,   salesmen,
      associates,  agents, or employees or of any other person,  will in any way
      indicate the predicted results of the ownership of the unit(s).

            n. The Company has made available for inspection by the undersigned,
      and his  purchaser  representative,  if any,  the books and records of the
      Company.  Upon reasonable notice,  such books and records will continue to
      be made  available for  inspection  by investors  upon  reasonable  notice
      during normal  business  hours at the  principal  place of business of the
      Company.

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

            p. All information  which the Subscriber has provided to the Company
      concerning the Subscriber is correct and complete as of the date set forth
      at the end of this  Subscription  Agreement,  and if there  should  be any
      material   adverse   change  in  such   information   prior  to  receiving
      notification  that this  subscription  has been accepted,  the undersigned
      will immediately provide the Company with such information.

      7. Agreements of Subscriber. The Subscriber agrees as follows:

            a. The sale of the unit(s) by the  Company has not been  recommended
      by any United States federal or other securities  commission or regulatory
      authority.  Furthermore,  the foregoing authorities have not confirmed the
      accuracy or determined the adequacy of this Subscription  Agreement or the
      Confidential Private Placement Offering Memorandum.

            b. The unit(s) and the  underlying  common stock will not be offered
      for sale,  sold, or  transferred  other than pursuant to: (i) an effective
      registration  under the Nevada Act or in a transaction  which is otherwise
      in compliance  with the Nevada Act; (ii) an effective  registration  under
      the Act or in a  transaction  otherwise  in  compliance  with the Act; and
      (iii)  evidence  satisfactory  to  the  Company  of  compliance  with  the
      applicable  securities laws of other  jurisdictions.  The Company shall be
      entitled  to rely  upon an  opinion  of  counsel  satisfactory  to it with
      respect to compliance with the above laws.

            c. The Company is under no  obligation to register the unit(s) or to
      comply  with  any  exemption  available  for sale of the  unit(s)  without
      registration,  and the  information  necessary to permit  routine sales of
      securities  of the Company  under Rule 144 of the Act may not be available
      when you  desire  to  resell  them  pursuant  to Rule 144 of the Act.  The
      Company is under no obligation to act in any manner so as to make Rule 144
      available with respect to the unit(s).

            d.  There  is no  established  market  for the  units  and it is not
      anticipated  that any  public  market  for the units  will  develop in the
      future.

            e. The Company may, if it so desires,  refuse to permit the transfer
      of the  unit(s)  unless the  request for  transfer  is  accompanied  by an
      opinion of counsel  acceptable  to the Company to the effect that  neither
      the sale nor the proposed transfer will result in any violation of the Act
      or the applicable securities laws of any other jurisdiction.

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


                                       4
<PAGE>

      the Company may be instructed to require compliance therewith. The unit(s)
      is further subject to restriction of transfer as set forth in the By-laws.

      8. Indemnification of the Company. The undersigned understands the meaning
and legal consequences of the representations  and warranties  contained herein,
and hereby agrees to indemnify and hold  harmless,  the Company,  its respective
agents, officers,  managers and affiliates from and against any and all damages,
losses, costs and expenses (including  reasonable attorneys' fees) which they or
any of them may incur by reason of the failure of the  Subscriber to fulfill any
of the terms of this Subscription  Agreement,  or by reason of any breach of the
representations and warranties made by the Subscriber herein, or in any document
provided by the Subscriber to the Company.

      9. Representative  Capacity. If an investment in the Company is being made
by a corporation,  trust or estate, the undersigned individual signing on behalf
of the  Subscriber,  represents  that he has all  right  and  authority,  in his
capacity  as  an  officer,   managing   member,   trustee,   executor  or  other
representative of such corporation, trust or estate, as the case may be, to make
such  decision  to  invest  in the  Company  and to  execute  and  deliver  this
Subscription  Agreement  on behalf of such  corporation,  trust or estate as the
case  may  be,  enforceable  in  accordance  with  its  terms.  The  undersigned
individual  also  represent that any such  corporation,  trust or estate was not
formed for the purpose of buying the unit(s) hereby subscribed.

      10. Special Power of Attorney.

            a.  The  Subscriber,   by  executing  this  Subscription  Agreement,
      irrevocably  makes,  constitutes and appoints any executive officer of the
      Company,  and each of them  individually,  as the  undersigned's  true and
      lawful attorney,  for the undersigned and in the undersigned's name, place
      and stead, and for the use and benefit of the undersigned,  to execute and
      acknowledge and, to the extent necessary, to file and record:

                  1. such  certificates,  instruments  and  documents  as may be
            required  to be filed by the  Company  or which  the  Company  deems
            advisable to file under the laws of the State of Nevada or any other
            state or jurisdiction in which the Company transacts business; and

                  2.  all   conveyances   or  other   instruments  or  documents
            necessary,  appropriate or convenient to effect the  dissolution and
            termination of the Company.

            b. Such a power of attorney:

                  1. is a special power of attorney coupled with an interest and
            is irrevocable; and;

                  2. shall survive the death or disability of the Subscriber.

            c. The Subscriber  hereby agrees to be bound by any  representations
      made by the Company or its  substitutes  acting  pursuant to this  Special
      Power of Attorney,  and the undersigned hereby waives any and all defenses
      which may be available to him to contest,  negate or disaffirm its actions
      or the actions of his  substitutes  under this Special  Power of Attorney.
      The powers herein  granted are granted for the sole and exclusive  benefit
      of the undersigned  and not on behalf of any other person,  in whole or in
      part.

      11.  Subscription Not Revocable.  The undersigned hereby  acknowledges and
agrees that the undersigned is not entitled to cancel,  terminate or revoke this
Subscription  Agreement or any agreements of the undersigned  hereunder and that
this Subscription  Agreement shall survive the dissolution,  death or disability
of the undersigned.


                                       5
<PAGE>

      12.  Restrictions  on  Transferability.  The  undersigned  understands and
agrees that the purchase and resale, pledge,  hypothecation or other transfer of
the unit(s) is  restricted  by certain  provisions of the By-laws of the Company
and that the  unit(s)  shall not be sold,  pledged,  hypothecated  or  otherwise
transferred  unless the unit(s) is registered under the Act and applicable state
securities laws or an exemption from such registration is available.

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

      14. Numbers and Gender.  In this Agreement,  the masculine gender includes
the feminine gender and the neuter and the singular  includes the plural,  where
appropriate to the context.






         THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS


<PAGE>

                           APPLIED DNA SCIENCES , INC.
                                SIGNATURE PAGE TO
                             SUBSCRIPTION AGREEMENT

      Subscriber  hereby elects to subscribe under the Subscription  Agreement
for a total of  $______________ of UNITS (NOTE: to be completed by subscriber)
and executes the Subscription Agreement.

      IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Subscription
Agreement on the date set forth below.


Date of Execution: ___________, 2006


                             IF INDIVIDUAL INVESTOR:


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


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



                             IF CORPORATION, TRUST,
                              ESTATE OR REPRESENTATIVE:


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


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


                    (Investors do not write below this line)
- --------------------------------------------------------------------------------

APPROVED THIS ____ DAY OF ___________, 2006

APPLIED DNA SCIENCES, INC.


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

                                       7
</TEXT>
</DOCUMENT>
<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>
<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)







                                       8
</TEXT>
</DOCUMENT>
<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.


                                       1
<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


                                       5
<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


                                       6
<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.





        THIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS






                                       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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>e65715_ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.1

              Applied DNA Sciences Launches SigNature(TM) Botanical DNA
                              Authentication Program


      STONY BROOK, N.Y., May 1 /PRNewswire First Call / -- Applied DNA Sciences,
Inc. (OTC BB:  APDN),  a DNA security  solutions  company,  today  announced the
launch of its SigNature(TM) Botanical DNA Authentication Program ("SigNature(TM)
Program").   APDN  created  the  SigNature(TM)  Program  to  provide  a  secure,
cost-effective  and forensic  method  intended to help preserve and add value to
its customers' brand and product lines.

      The SigNature(TM)  Program is the first initiative by APDN to introduce to
the market a range of ready-to-use  security solutions aimed at brand protection
and authentication and also to address the global need to combat  counterfeiting
and piracy. Counterfeit items continue to pose a significant and growing problem
with consumer  packaged goods,  especially for prestige and  established  brands
worldwide.  In the 2005 DOPIP Global Counterfeit and Piracy Report,  brands were
tracked to counterfeit and piracy seizures and accounted for losses of more than
$1.54 billion dollars (USD).

      Dr. James A.  Hayward,  Chief  Executive  Officer of Applied DNA Sciences,
stated,  "We believe that there are many consumer  packaged goods  especially in
the luxury, retail, and apparel industries that could benefit from the overt and
covert  technologies  that the SigNature(TM)  Program offers.  Our ready-to-use,
proprietary  forensic  methodologies  are designed to protect and complement the
branding and packaging needs of our clients."

      Sectors of commerce  that could  benefit  from the  SigNature(TM)  Program
include:  pharmaceutical,  healthcare,  cosmetic, fragrance, luxury apparel, and
other consumer product driven industries.

      The  SigNature(TM)   Program  is  based  on  APDN's  proprietary  platform
technology  which  uses  plant-derived  DNA  sequences.  Botanical  DNA  can  be
encrypted into inks, paper, thread, holograms and many other mediums. As part of
the  SigNature(TM)  Program  offering,  APDN has created a unique  botanical DNA
SigNature  logo  which   highlights  the  word  "Nature"  and  incorporates  the
scientific  element  including  DNA and its natural  derivation  from  botanical
sources. The logo has been designed to contain embedded botanical DNA, for overt
detection  and forensic  authentication  purposes.  For real-time  detection,  a
proprietary  SigNature  DNA  detection  pen is  applied  over  the  DNA-embedded
SigNature  logo,  prompting a reversible  color  change.  If a reversible  color
change does not occur,  counterfeiting  is  suspected,  triggering  the need for
forensic  authentication  which  is  obtainable  by  sequencing  the  encrypted,
underlying botanical DNA.

      About Applied DNA Sciences, Inc.

      Applied  DNA  Sciences,  Inc.  (APDN)  develops  proprietary  DNA-embedded
security  solutions  that use  plant  DNA to  verify  authenticity  and  protect
corporate and government agencies from counterfeiting,  fraud,  piracy,  product
diversion,  identity  theft and  unauthorized  intrusion into physical plant and
databases.  Our common stock is listed on The  Over-The-Counter  Bulletin  Board
under the symbol "APDN".  Contact:  MeiLin Wan,  Applied DNA Sciences,  Inc., 25
Health Sciences Drive,  Stony Brook,  New York 11790;  Tel:  631-444-6861;  Fax:
631-444.8848; E-mail: info@adnas.com www.ADNAS.com.


                                      -1-
<PAGE>


      The  statements  made by Applied DNA Sciences,  Inc. in this press release
may be  forward-looking  in  nature  and are made  pursuant  to the safe  harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
forward-looking  statements  describe the Company's  future plans,  projections,
strategies and  expectations,  and may be identified by words such as "expects",
"anticipates",  "intends", "plans", "believes", "seeks", "estimates" or words of
similar meaning.  These forward-looking  statements are based on assumptions and
involve a number of risks, uncertainties,  situations and other factors that may
cause our or our industry's  actual results,  level of activity,  performance or
achievements  to be  materially  different  from any  future  results,  level of
activity,  performance or achievements expressed or implied by these statements.
These factors include changes in interest rates, market competition,  changes in
the local and national  economies,  and various other factors detailed from time
to time in Applied DNA Sciences'  SEC reports and filings,  including our Annual
Report on Form  10-KSB,  filed on January 12,  2006,  and  subsequent  Quarterly
Reports on Form 10-QSB and Current  Reports on Form 8-K. The Company  undertakes
no obligation to update publicly any  forward-looking  statements to reflect new
information,  events or  circumstances  after the date  hereof  to  reflect  the
occurrence of unanticipated events.


                                      -2-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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