8-K

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): June 27, 2007

Applied DNA Sciences, Inc

(Exact Name of Registrant as Specified in Charter)

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

25 Health Sciences Drive, Suite 113

Stony Brook, New York 11790

(Address of Principal Executive Offices) (Zip Code)

631-444- 8090

(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))

Item 1.01 Entry into a Material Definitive Agreement.

Supima Cotton Agreement

On June 27, 2007, we entered into a Feasibility Study Agreement with Supima, a non-profit organization for the promotion of U.S. pima cotton growers. In connection with the agreement we will undertake a study of the feasibility of establishing a method or methods to authenticate and identify U.S. produced pima cotton fibers. Under the terms of the agreement, we will receive payments from Supima upon signing of the agreement and in five monthly installments beginning on July 6, 2007. Upon successful completion of the feasibility study, we may offer authentication services to member companies of Supima (as well as non-member companies) to confirm the Supima cotton content of textile items such as apparel and home fashion products. We are obligated to pay Supima a percentage of any fees that we receive from such companies for authentication services we provide them. We are also obligated to pay Supima fifty percent of the aggregate amount of payments that we received from Supima for the feasibility study out of any fees we receive from providing authentication services. In addition, until the earlier of either (i) five years or (ii) the repayment to Supima of fifty percent of the aggregate amount of payments that we received from Supima for the feasibility study, we are obligated to pay Supima a fee for each authentication service that we provide. The agreement may be terminated by us or Supima after sixty (60) days upon fourteen (14) days prior written notice.

The foregoing description is qualified in its entirety by reference to the agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference. A copy of the press release relating to the announcement is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

On June 27, 2007, we completed a private placement offering (the “Offering”) in which we issued and sold to certain investors an aggregate of 3 units (the “Units”) of our securities, each Unit consisting of (i) a $50,000 Principal Amount of 10% Secured Convertible Promissory Note (the “Notes”) and (ii) warrants (the “Warrants”) to purchase 100,000 shares of our common stock.

The Notes and accrued but unpaid interest thereon are convertible into shares of our common stock at a price of $0.50 per share by the holders of the Notes at any time from June 27, 2007 to June 26, 2008, and shall automatically convert at $0.15 per share on June 27, 2007. At any time prior to conversion, we have the right to prepay the Notes and accrued but unpaid interest thereon upon 3 days notice (during which period the holders can elect to convert the Notes). Until the principal and interest under the Notes are paid in full, or converted into our common stock, the Notes will be secured by a security interest in all of our assets. This security interest is pari passu with the security interest granted to the holder of a $100,000 in principal amount secured convertible promissory note issued on April 23, 2007, and the holders of $1,500,000 in aggregate principal amount secured convertible promissory notes of the Company issued on March 8, 2006.

The Warrants are exercisable for a four year period commencing on June 27, 2008, and expiring on June 26, 2012, at a price of $0.50 per share. Each warrant may be redeemed at our option at a redemption price of $0.01 upon the earlier of (i) June 26, 2010, and (ii) the date our common stock has traded on The Over the Counter Bulletin Board at or above $1.00 per share for 20 consecutive trading days.

Arjent Limited, a registered broker dealer firm, (the “Placement Agent”) acted as our placement agent in connection with the Offering. We will pay the Placement Agent: (a) a commission equal to $15,000, representing 10% of the Offering proceeds; (b) a 3% non-accountable expense allowance in the amount of $4,500; and (c) 2% non-accountable due diligence expenses in the amount of $3,000.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 10.1 Form of Subscription Agreement by and among Applied DNA Sciences, Inc. and the investors named on the signature pages thereto.

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 Feasibility Study Agreement, dated June 27, 2007 by and between Applied DNA Sciences, Inc. and Supima.**

Exhibit 99.1 Press release of Applied DNA Sciences, Inc., dated July 2, 2007

_____________________________

** Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omitted portions have been field separately with the Commission.

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 A. Hayward________________

James A. Hayward

Chief Executive Officer

Date: July 3, 2007

EX-10.1

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 ________ unit(s) (the “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 (each a “Warrant,” or collectively, the “Warrants”), exercisable for a period of four years commencing on the first anniversary of the date of the closing of the first purchase and sale of such Units (the “Closing Date”) at a price of $0.50 per share. These Units are part of an offering of up to forty such Units by the Company to one or more subscribers (the "Offering"). Each Warrant may be redeemed at the option of the Company at a redemption price of $0.01 upon the earlier of (i) the date three years from issuance and (ii) the date the Company’s stock has traded on The Over the Counter Bulletin Board or a national securities exchange 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 volume weighted average price of the Company’s common stock for the ten trading days prior to the Closing Date. 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 into shares of common stock of the Company prior to such repayment.

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 of the Company, bearing interest at 10% per annum issued as part of an offering completed on March 8, 2006 (the “March Notes”) and the holders of $2,950,000 of $50,000 principal amount secured convertible promissory notes of the Company, bearing interest at 10% per annum issued as part of offerings completed on May 2, 2006 and June 15, 2006 (the “May and June Notes”). The Company may issue up to $20,000,000 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, the May and June Notes, and the March Notes.

The Notes bear interest at the rate of 10% per annum. All principal and all accrued and unpaid interest under the Notes shall be payable in full on the date 12-months subsequent to the Closing Date, 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 notes of the Company, bearing interest at 10% per annum issued as part of an offering completed on March 8, 2006 (the “March Notes”) and the holders of $2,950,000 of $50,000 principal amount secured convertible promissory notes of the Company, bearing interest at 10% per annum issued as part of offerings completed on May 2, 2006 and June 15, 2006 (the “May and June Notes”). The Company may issue up to $8,050,000 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, the May and June Notes, and the March Notes.

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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 June 30, 2007, 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 Closing Date, 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 Unit. 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 Term Sheet. 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 Units, 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 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 promulgated under the Act.

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

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”); and (iii) issued and sold to non-United States persons, as defined in Rule 902(k) promulgated under the Act.

h.The Subscriber is aware that any resale of the Unit(s) cannot be made except in accordance with the registration requirements of the Act or an exemption therefrom.

i.The Subscriber represents and warrants that all offers and sales of the Unit(s) shall be made 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 has a minimal 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 Term Sheet and in the Company’s Annual Report on Form 10-KSB, filed on January 16, 2007, and in its subsequent quarterly report on Form 10-QSB, and current reports on Form 8-K. Copies of such material are attached to the Term Sheet and can be obtained by visiting the Securities and Exchange Commission’s website at http://www.sec.gov.

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.

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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 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 Term Sheet.

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 the Company may be instructed to require compliance therewith.

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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.

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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.

12. Restrictions on Transferability. The undersigned understands and agrees 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

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APPLIED DNA SCIENCES , INC.

SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

Subscriber hereby elects to subscribe under the Subscription Agreement for a total 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: June __, 2007

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 JUNE, 2007

APPLIED DNA SCIENCES, INC.

By: ______________________________ 

Name:

Title:

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EX-10.2

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) PROMULGATED UNDER THE SECURITIES ACT, IS PROHIBITED EXCEPT (1) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

This note is one of a series of notes (the “Bridge Notes”) issued in the aggregate principal amount of $2,000,000.

APPLIED DNA SCIENCES, INC.

June ___, 2007 $________________

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 June __, 2008 (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. 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 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 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.

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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) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (2) 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 days notice, the Holder shall have the conversion rights set forth under Section 3(b) hereof, regardless of when such three days 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 on the first anniversary of the date hereof into fully paid and non-assessable shares of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), at a 20% discount to the average volume, weighted average price of the Common Stock for the ten trading days prior to the date hereof.

(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 that number of fully paid and non-assessable shares of Common Stock, equal to the principal and accrued but unpaid interest under this note divided by $0.50, rounded up to the nearest whole share, on the first anniversary of the date hereof.

4.Security Agreement.  In order to secure the obligations of the Company under this Note and the Bridge 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 $1,500,000 of $50,000 principal amount secured convertible promissory notes of the Company bearing interest at 10% per annum issued as part of an offering completed on March 8, 2006 (the “March Notes”) and the holders of $2,950,000 of $50,000 principal amount secured convertible promissory notes of the Company bearing interest at 10% per annum issued as part of offerings completed on May 2, 2006 and June 15, 2006 (the “May and June Notes”). The Company reserves the right to issue $20,000,000 of debt in addition to amounts sold in the offering, of which the Bridge Notes are a part, secured by a security interest in all of the Company’s assets, which security interest would be pari passu to the security interest granted to the holders of the Notes, the May and June Notes, and the March Notes..

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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 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)(iii); or

(iv)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 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

(v)One or more final judgments, arbitration awards or orders for the payment of money in excess of $1,000,000 in the aggregate shall be rendered against the Company, which judgment remains unsatisfied for thirty (30) days after the date of such entry.

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(vi)Delisting of the Common Stock from the principal market or exchange on which the Common Stock is listed for trading; the 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.

(vii)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.

(viii)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;

(ix)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 rate of ten percent (10%) per annum. 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 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.

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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.

(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.

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(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.

(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.

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(j)This Note shall bind the Company and its successors and assigns.

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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:	/s/ James Hayward
	Name: James Hayward
	Title: Chief Executive Officer

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EX-10.3

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.

This Warrant is one of a series of warrants (the “Bridge Warrants”) exercisable for an aggregate of 4,000,000 shares of common stock of the Company.

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 June __ 2008 and expiring at 5:00 p.m., New York City time, on June __, 2012 (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 or any national securities exchange 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.

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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.

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 is 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 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.

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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 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).

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(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 $0.01 at any time subsequent to the earlier of (i) the date three years from the date of the first issuance and sale of a Bridge Warrant and (ii) the date that 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.

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11. Restrictions on Offer and Sale. THE OFFER AND SALE OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH OR 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 IS PROHIBITED EXCEPT (1) PURSUANT TO REGISTRATION UNDER THE ACT OR (2) 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.

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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.

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IN WITNESS WHEREOF, the undersigned has executed this Warrant as of this __ day of June, 2007.

APPLIED DNA SCIENCES, INC.
By:	/s/ James Hayward
	Name: James Hayward
	Title: Chief Executive Officer

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APPLIED DNA SCIENCES, INC.

WARRANT ASSIGNMENT FORM

(To be signed only upon assignment of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(Name and address of assignee must be printed or typewritten)

the rights of the undersigned with respect to the Warrant surrendered herewith to the extent of __________________________ ( ________) shares of Common Stock, $.001 par value per share, of Applied DNA Sciences, Inc. (the “Company”), hereby irrevocably constituting and appointing, attorney to make such transfer on the books of the Company, with full power of substitution in the premises.

Dated:_____________	Signature of Registered Holder
Signature(s) Guaranteed:	Signature of Registered Holder, if more than one
	Name of Registered Holder
	Name of Registered Holder, if more than one

Note: The above signature(s) must correspond with the name(s) as it (they) appear(s) upon the Warrant in every particular, without alteration or enlargement or any change whatever.

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APPLIED DNA SCIENCES, INC.

WARRANT EXERCISE FORM

(To be executed upon exercise Warrant)

The undersigned, the record holder of this Warrant, hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase ___ of the Warrant Shares.

The undersigned requests that a certificate for the Warrant Shares being purchased be registered in the name of ______________ and that such certificate be delivered to __________.

Dated:_____________	(Signature)
	(Printed Name)

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EX-10.4

EXHIBIT 10.4

Confidential Treatment

Feasibility Study Agreement

This feasibility Study Agreement (“Agreement”) is entered into this 18th day of June, 2007 (Effective Date”), by and between Applied DNA Sciences, Inc. a Nevada corporation with its principal place of business at 25 Health Sciences Dr, Stony Brook NY 11790 (“ADNAS”) and Supima, a promotional organization of America Pima cotton growers with its principal place of business at 100 W. 57^th St., Suite 11-H, New York NY 10019-3327 (“Supima”)

Whereas, ADNAS and Supima has agreed on the principal protocol for the feasibility study as outlined above in the document titled: U.S. Pima Cotton Fiber Authentication Program except for the following additions and exceptions:

1)   IP ownership remains solely with ADNAS. All inventions developed as a result of this feasibility study during the Initial Feasibility Study period or any extensions thereof will be owned solely by ADNAS..

2)   Supima maintains a right of first refusal to purchase the IP in the event that ADNAS or its successors ceased to exist or offered the IP for sale. Any offer to purchase the IP must meet or exceed the value of other purchase offers received by ADNAS. Supima will have 30 business days to close on the IP purchase after it has been notified by ADNAS of any intention to sell the IP to a specific buyer.

3)   ADNAS agrees to a **% revenue-sharing rate with Supima for all authentication services relating to Pima cotton and purchased by any of the member companies of Supima. Prices for authentication can not be determined until the methodology is finalized. Prices will be volume-dependent. Prices are guarantied not to exceed $** per level 3 forensic authentication (CE sequencing) and $** per level 2 forensic authentication (Real Time PCR) for a period of five years starting on June 18, 2007 and ending on June 17, 2012. Notwithstanding the language in this Section 3, Supima shall have access to all authentication services relating to Pima cotton at a price equal to or lower than the price of such services rendered to any member or non-member company of Supima.

4)   ADNAS agrees to a **% revenue-sharing rate with Supima for all authentication services relating to non-Supima member companies and to non-Pima cotton. Prices for authentication can not be determined until the methodology is finalized. Prices will be volume-dependent.

5)   Supima maintains a right of first refusal to fund feasibility studies in non-Pima cotton to be performed by ADNAS. Supima’s offer to fund must be made within 30 business days after ADNAS notifies Supima of alternative offers to fund feasilbility studies to develop primers that would allow confirmation of the specific cotton cultivar used to create a textile.

Confidential Treatment

6)   ADNAS agrees to refund 50% of the total research expenditure to Supima as a bonus to the revenue sharing on future authentication service revenue. This bonus would survive for up to 5 years.

a)   ADNAS will pay Supima $** of the revenue (above the **% revenue sharing) per authentication service to Supima until the earlier of either:  

i)   5 years, or,

ii)   until ADNAS has refunded 50% of the total research expenditure.

b)   At the end of five years, or once 50% of the research expenditure has been refunded, the revenue-sharing rate to Supima would continue to be **% of its members authentication purchases for pima cotton.

7)   Payment Schedule is modified as follows:

a)   $**. upon signing of this agreement (non-refundable)

b)   $**. due and payable on the 6^th day of July, 2007 (non-refundable)

c)   A total of four equal payments of $**. will be received by APDN on the 6^th day of each of the 4 success months (Aug, Sept, Oct, Nov). The total research program is $250,000.

8)   This agreement can be cancelled after sixty (60) days by notifying the other party in writing 14 days in advance Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party’s address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice.

If to ADNAS to:

Applied DNA Sciences, Inc.

25 Health Sciences Drive, Suite 113

Stony Brook, New York 11790

Attention: Kurt Jensen

Telephone: (631) 444-6841

Facsimile: (631) 444-8848

If to Supima, to the address for notice on the signature page to this Agreement.

9)   The first two (2) months feasibility study is limited to the Genetic Study as set forth under Phase I section A (d). The X-Ray study will commence in month 3.

10)   The Feasibility Study Time schedule is provided as a general guideline and will not commence before ADNAS receives the cultivars that are to be provided by Supima.

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Confidential Treatment

11)   CONFIDENTIALITY.

a)   The Parties recognize that each party shall disclose to the other information concerning suppliers, clients, distributors, agents, brokers, buyers, sellers, technical data, performance data, pricing details, formulas, processes, commissions, discounts, information relating to competitors and other information which the parties have acquired through their investment of time, expense and effort and which may constitute confidential proprietary business information, intellectual property, and/or trade secrets. The parties acknowledge and agree that during the term of this Agreement, and in the course of the discharge of the duties hereunder, the parties shall have access to and become acquainted with information concerning the operation of the other party, including, financial, personnel, sales, manufacturing, buying, planning, and other information owned by and regularly used in the operation of the business of each party and each party shall also receive information of a proprietary nature regarding the constitution, formulation, pricing and effectiveness of the Products and both parties hereto accept that such information as outlined above constitutes the Confidential Information of the providing party.

b)   As used herein, “Confidential Information” of a party means all trade secret, proprietary and confidential information and materials, in any form whatever, relating to such party’s technologies, compounds, research programs, operations or financial or business condition (including, without limitation, know-how, data, drawings, designs, specifications, formulations, processes, methods, equipment, software and pricing information) that is (i) disclosed in writing and marked as “Confidential”, “Proprietary” or with similar words, or (ii) orally or visually disclosed and identified as confidential or proprietary at the time of disclosure and confirmed as such in writing within thirty (30) days thereafter.

c)   Notwithstanding Section 11A or 11B above, “Confidential Information” of a party shall not include any information or materials that:

i)   are approved for release by that party in writing without restriction;

ii)   are demonstrated by written records of the receiving party as being previously known to it other than through a prior disclosure by the disclosing party or by any third party with an obligation of confidentiality to the disclosing party;

iii)   are publicly known as of the date of this Agreement, or become public knowledge subsequent thereto, through no act or omission of the party receiving the information or any third party with an obligation of confidentiality to such party;

iv)   are obtained by the receiving party in good faith from a third party without the violation of any obligation of confidentiality to such party by either the receiving party or such third party; or

v)   are independently developed by or on behalf of the receiving party without the benefit of such party’s Confidential Information, as shown by competent written records.

Page 3 of 4

Confidential Treatment

12)   CHOICE OF LAW AND JURISDICTION. This Agreement and all amendments, modifications, alterations or supplements hereto, and the rights of all Parties hereunder, shall be construed under and governed by the laws of the State of New York, U.S.A. (without regard to its laws regarding choice of law) and the United States of America. Only federal or state courts located in the State of New York, U.S.A. shall have jurisdiction to hear and decide any controversy or claim between the Parties arising under or relating to this Agreement.

13)   ARBITRATION. Any disputes, controversies or claims arising out of this Agreement shall be resolved through arbitration conducted under the auspices of the American Arbitration Association pursuant to that organization’s rules for commercial arbitration.

14)   COMPLETE AGREEMENT. This Agreement constitutes the complete and exclusive statement of understanding among the Parties. It supersedes all prior written or oral statements, including any prior representation, statement, condition, or warranty, except as expressly provided otherwise herein. This Agreement may not be amended without the written consent of all of the Parties and represents a final agreement of the parties. No change or modification of this Agreement shall be valid unless the same be in writing and signed by all parties hereto and attached hereto as a supplement and made an integral part of this Agreement.

15)   IN WITNESS WHEREOF, each of the Parties below has caused this Agreement to be executed by its duly authorized representatives as of the date hereof,

For ADNAS by:

______________________

Name: James A. Hayward

Title: CEO

For SUPIMA by:

______________________

Name:

Title:

Page 4 of 4

EX-99.1

EXHIBIT 99.1

Applied DNA Sciences Signs $250,000 Feasibility Study to Develop Cotton Marker

Protecting $5 Billion Cotton Industry Against Counterfeiting

STONY BROOK, N.Y., July 2, 2007 /Business Wire/ -- Applied DNA Sciences, Inc. (OTC Bulletin Board: APDN), a provider of DNA-based security solutions, today announced that it has entered into an agreement with Supima®, the promotional organization of the American Pima cotton growers, to help it preserve the brand’s reputation as the finest cotton in the world. This agreement provides for APDN to begin a $250,000 feasibility study to be funded by Supima®, to establish authentication methodologies to confirm the Supima cotton content of branded apparel and home fashion products. Upon successful completion of the feasibility study, which is expected to take approximately six months, APDN anticipates offering authentication services to Supima® members for a fee.

Each year, over 115 million bales of cotton are produced around the world. Of this total harvest, less than 1% qualify to carry the Supima® name. All of this cotton would be eligible for authentication services at a variety of points throughout the manufacturing and distribution process, with the potential to strengthen the Supima® brand and to generate substantial revenues for APDN. It is possible that in the future all U.S. cotton (approximately 19 million bales in 2007-2008) could benefit from these authentication services offered by APDN, generating the possibility of millions of dollars of additional revenues for the company.

We are pleased to be working with Supima™ and believe that this contract could have a potential global impact on the entire cotton industry” stated James A Hayward, CEO of APDN. “Because of the complexity of the textile supply chain, especially in apparel, many times the origin and identity of premium fiber content can get lost. Consequently, the origin of the fibers and textiles used in goods is difficult to trace. Having access to DNA-based identification technology would ensure continuity in the cotton fiber identity and protect textiles and garments from counterfeiting and fraud.”

“Supima® cotton is the finest quality cotton produced in the world, an invaluable status that can only be protected if the consumer can be assured that top quality fiber is being used in Supima-branded products.” stated Buxton Midyette, Vice President of Marketing and Promotions of Supima®. “Supima® is the only extra long staple (ELS) cotton in the world whose authenticity is verified at all levels of the manufacturing process. We are very excited to be partnering with APDN, enabling us to better provide manufacturers and consumers with confirmation that they are receiving products made of Supima®” Mr. Midyette continued. “In the past, some textile products labeled or marked as Pima cotton goods were not always made of all Pima cotton. Using DNA, the gold standard of authentication, we will be able to confirm the authenticity of products labeled “Supima®” to a forensic level, ensuring that only 100% Pima cotton is labeled Supima®.“

About Supima®

The name Supima® is an abbreviation for Superior Pima and is a licensed trademark owned by Supima® and its members. It is used to promote textile and apparel products made of 100% American Pima cotton. Pima cotton is used to spin finer count yarns, which can be knitted or woven into softer, finer and more luxurious fabrics. Supima® branded fabrics and textiles have all the desirable characteristics of cotton; comfort, absorbency, easy care, freedom from static cling plus the added qualities of better strength, fineness of hand luster and silkiness. Supima® is a trademark that defines luxury and added value with the most desirable aesthetics in the textile world.

About Applied DNA Sciences, Inc.

Applied DNA Sciences, Inc. provides botanical DNA encryption, embedment and authentication solutions that can help protect companies, governments and consumers from counterfeiting, fraud, piracy, product diversion, identity theft and unauthorized intrusion into physical locations and databases. APDN’s common stock is listed on the Over-The-Counter Bulletin Board under the symbol "APDN".

The statements made by APDN may be forward-looking in nature and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe APDN’s future plans, projections, strategies and expectations, and are based on assumptions and involve a number of risks and uncertainties, many of which are beyond the control of APDN. Actual results could differ materially from those projected due to our short operating history, limited market acceptance, market competition and various other factors detailed from time to time in APDN’s SEC reports and filings, including our Annual Report on Form 10-KSB, filed on January 16, 2007 and our subsequent quarterly reports on Form 10-QSB. APDN 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.

SOURCE Applied DNA Sciences, Inc.

-0-07/02/2007

/CONTACT: Debbie Bailey, 631-444-8090, fax: 631-444-8848/

/FCMN Contact: info@adnas.com /

/Web site: http://www.ADNAS.com /