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<SEC-DOCUMENT>0001282695-06-000354.txt : 20060907
<SEC-HEADER>0001282695-06-000354.hdr.sgml : 20060907
<ACCEPTANCE-DATETIME>20060907113317
ACCESSION NUMBER:		0001282695-06-000354
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060906
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060907
DATE AS OF CHANGE:		20060907

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:		061078445

	BUSINESS ADDRESS:	
		STREET 1:		25 HEALTH SCIENCES DRIVE
		STREET 2:		SUITE 113
		CITY:			STONY BROOK
		STATE:			NY
		ZIP:			11790
		BUSINESS PHONE:		631 444 6861

	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>e65810_8k.txt
<DESCRIPTION>CURRENT REPORT 09-01-2006
<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): September 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 3.02 Unregistered Sales of Equity Securities.

      On September 1, 2006,  Applied DNA  Sciences,  Inc., a Nevada  corporation
(the "Company"),  issued warrants to purchase an aggregate of 18,400,000  shares
of the Company's common stock  exercisable for a period of five years commencing
on September 1, 2006,  at a price of $0.09 per share,  the closing  price of the
Company's  common stock on the date of issuance.  Each such warrant provides its
holder unlimited piggyback  registration rights with respect to any registration
statement filed by the Company.  These warrants  include warrants to purchase an
aggregate of 6,400,000  shares of the Company's common stock that were issued to
James A. Hayward,  a director and the Company's  Chief  Executive  Officer,  and
warrant to purchase  6,000,000  shares of the  Company's  common  stock that was
issued to Timpix  International  Limited,  a British Virgin Islands  corporation
whose sole director is Jun-Jei Sheu, a director and the Chairman of the Board of
Directors of the Company.

      On  September  1, 2006,  the  Company  also  issued a warrant to  purchase
250,000 shares of the Company's  common stock to Sanford R. Simon, a director of
the Company,  and a warrant to purchase  250,000 shares of the Company's  common
stock to Yacov  Shamash,  a  director  of the  Company.  Each  such  warrant  is
exercisable  for a period  commencing on March 17, 2007,  and expiring on August
31,  2011,  at a price of $0.09 per share,  the closing  price of the  Company's
common stock on the date of issuance of the warrants. Each such warrant provides
its  holder  unlimited  piggyback   registration  rights  with  respect  to  any
registration statement filed by the Company

      The Company claims an exemption from the registration  requirements of the
Securities Act for the private  placement of these warrants  pursuant to Section
4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits

      (d)   Exhibits.

      Exhibit 10.1      Form of Warrant  of Applied DNA  Sciences,  Inc.





<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: September 7, 2006


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>e65810_ex10-1.txt
<DESCRIPTION>FORM OF WARRANT
<TEXT>

                                                                    EXHIBIT 10.1

                           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
$0.09 per share (the "Exercise Price").

     1. (a)  Exercise of Warrant.  This  Warrant may be exercised in whole or in
part at any time or from time to time during the period  commencing on _________
_, 200_ and expiring at 5:00 p.m.,  New York City time,  on August 31, 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, by presentation  and surrender of the Warrant
Certificate  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  accompanied  by payment of the
Exercise  Price for the number of shares  specified in such form. 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  Certificate  or  Certificates,  as  the  case  may  be,
evidencing  the rights of the Warrant  Holder thereof to purchase the balance of
the shares  purchasable  thereunder.  Upon  receipt by the  Company of a Warrant
Certificate at its office,  or by the stock transfer agent of the Company at its
office,  in proper form for exercise and accompanied by the appropriate  payment
for the shares of Common Stock  underlying this Warrant (the "Warrant  Shares"),
the Warrant  Holder  shall be deemed to be the Warrant  Holder of record of such
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.

        (b) Cashless Exercise.  At the option of the Warrant Holder, the Warrant
Holder may exercise this Warrant,  without a cash payment of the Exercise Price,
through a reduction  in the number of shares of Common Stock  issuable  upon the
exercise of this Warrant. Such reduction may be effected by designating that the
number of the shares of Common  Stock  issuable to the Warrant  Holder upon such
exercise  shall be  reduced  by the number of shares  having an  aggregate  Fair
Market  Value as of the date of  exercise  equal to the amount of the  aggregate
Exercise  Price for such exercise as to the number of shares to be issued to the
Warrant  holder upon such  exercise.  For  purposes of this  Warrant,  the "Fair
Market  Value" of any Common Stock on any date in question  shall be the closing
sale price of the Common Stock on the principal  stock  exchange or stock market
on which the Common Stock is traded on the Business  Day  immediately  preceding
such  date (or if there  is not  trading  on such  date,  on the next  preceding
business day on which there was trading in the Common  Stock),  as quoted in The
Wall Street Journal.  If the Common Stock is not listed or qualified for trading
on a stock  exchange or stock  market at such time,  then the Fair Market  Value
shall be determined  in good faith by the Board of Directors of the Company.  In
connection with any cashless  exercise,  no cash or other  consideration will be
paid by the  Warrant  Holder in  connection  with such  exercise  other than the
surrender of the Warrant itself, and no commission or other remuneration will be
paid or given by the  Warrant  Holder or the  Company  in  connection  with such
exercise.


<PAGE>


     2.  Alternative  Exercise  Provisions.  Anything  contained  herein  to the
contrary notwithstanding,  provided that the shares underlying this Warrant have
been registered,  the Warrant Holder, at his 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. with respect to the sale of those number
of Warrant Shares for which this Warrant is being exercised,  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 against
payment for such Warrant Shares by such  brokerage firm or its clearing  broker,
made payable to the Company or made  payable to the order of the Warrant  Holder
and endorsed by the Warrant Holder to the Company.

     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
shall be 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 is
exchangeable,  without  expense,  at the  option  of the  Warrant  Holder,  upon
presentation  and  surrender  of this Warrant 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 10 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 which is
annexed hereto and funds sufficient to pay the applicable  transfer tax, if any,
the Company shall, without charge, execute and deliver a new Warrant in the name
of the assignee named in such instrument of assignment and the original  Warrant
Certificate shall promptly be canceled.  This Warrant may be divided or combined
with other Warrants which carry the same rights upon presentation of the Warrant
Certificate  evidencing  such  Warrants  at the office of the  Company or at the
office of its stock  transfer  agent,  if any,  together  with a written  notice
signed by the Warrant Holder hereof  specifying the names and  denominations  in
which new  Warrant is 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 a new Warrant 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 shareholder of the Company until exercise
of any Warrants.


                                       2
<PAGE>


     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  Prices 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 Section 7(a), the number of Shares  issuable
upon the exercise of each Warrant shall be adjusted to the nearest full Share by
multiplying a number equal to the Exercise Price in effect  immediately prior to
such  adjustment by the number of Shares  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 its shareholders 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 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  Section
7(d).

        (e) Warrant  Certificate  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


                                       3
<PAGE>


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. 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.

     9.  Registration  Under the  Securities Act of 1933. The holders of Warrant
Shares  issueable upon exercise of this Warrant shall have  unlimited  piggyback
registration  rights in any  registration  statement  filed by the Company.  The
foregoing  registration  obligation  of  the  Company  may  be  set  forth  in a
registration  rights  agreement,  the  terms of which  when  executed,  shall be
incorporated  by  reference  into this Warrant as if such terms are set forth at
length herein.

     10.  Transfer  to Comply  with the Act.  Neither  Warrants  nor the Warrant
Shares nor any other  security  issued or issuable upon exercise of this Warrant
may be sold or otherwise disposed of except as follows:

        (a) to a person who, in the  opinion of counsel  for the  Company,  is a
person to whom this Warrant or Warrant Shares may legally be transferred without
registration  and  without  the  delivery  of a  current  prospectus  under  the
Securities  Act of 1933, as amended (the "Act"),  with respect  thereto and then
only  against  receipt  of a  letter  from  such  person  in which  such  person
represents  that he is  acquiring  this  Warrant or  Warrant  Shares for his own
account for investment purposes and not with a view to distribution and provides
any other information and representations  required by the Company, and in which
such person agrees to comply with the provisions of this Section 10 with respect
to any resale or other disposition of such securities; or

        (b) to any  person  upon  delivery  of a  prospectus  then  meeting  the
requirements of the Act relating to such securities and the offering thereof for
such sale or disposition.

     11. Notices to Warrant Holders.  Nothing  contained in this Agreement shall
be  construed  as  conferring  upon the  Warrant  Holder the right to vote or to
consent or to receive  notice as a  shareholder  in respect of any  meetings  of
shareholders for the election of directors or any other matter, or as having any
rights  whatsoever as a shareholder  of the Company.  If,  however,  at any time
prior to the expiration of this Warrant and their 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


                                       4
<PAGE>

        (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  shareholders  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.

     12. Notices.

        (a) All  communications  under this  Agreement  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:


                                       5
<PAGE>


     If to the Company, at:     Applied DNA Sciences, Inc.
                                25 Health Sciences Drive
                                Stony Brook, NY 11790
                                Attn:  President

     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.

     13. 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.

     14.  Termination.  This  Warrant  will  terminate on the earlier of (a) the
expiration  date of this Warrant or (b) the date all of this Warrant  shall have
been exercised.

     15.  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.

     16. 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
1st day of September, 2006.


                                        APPLIED DNA SCIENCES, INC.


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

Attest:




                                       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>
</SEC-DOCUMENT>
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