Subscription Agreement

EXHIBIT 10.1


SUBSCRIPTION AGREEMENT


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


Gentlemen and Ladies:


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


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


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


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


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


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


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


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


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


5. Receipt of Information.


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


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


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


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


b. If the Subscriber is a Company, trust or other corporate entity
purchaser of the unit(s), the Subscriber represents and warrants tha ...