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Exhibit 10.9

Applied DNA Sciences, Inc.

2002 PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN,
AS AMENDED 1/8/03

1. Purpose

The purpose of this Plan is to provide compensation in the form of Common Stock
of the Company to eligible professionals, employees or consultants that have
previously rendered services or that will render services during the term of
this Professional/Employee/Consultant Stock Compensation Plan (hereinafter
referred to as the Plan.)  Additionally, the Plan is designed to provide for
incentive stock options for eligible recipients

2. Definitions

As used in the Plan, the following definitions apply to the terms indicated
below:

    (a)  "Board of Directors" shall mean the Board of Directors of Applied DNA
Sciences, Inc., a Nevada corporation.

    (b)  "Cause,"  when used in connection with the termination  of a
Participant's  employment with the  Company,  shall  mean  the termination  of
the Participant's employment by the  Company  by reason  of  (i) the conviction
of the Participant by a  court  of competent jurisdiction as to which no further
appeal can be taken of  a crime involving moral turpitude; (ii) the proven
commission by the Participant of an act of  Fraud upon the Company; (iii) the
willful  and proven misappropriation of any funds or property  of the  Company
by the Participant; (iv) the willful, continued  and unreasonable  failure  by
the  Participant  to  perform   duties assigned  to him and agreed to by him;
(v) the knowing engagement by  the  Participant in any direct, material conflict
of interest with  the  Company without compliance with the Company's conflict of
interest  policy, if any, then in effect;  (vi)  the  knowing engagement  by the
Participant, without the written  approval  of the  Board  of  Directors of the
Company, in any  activity  which competes  with the business of the Company or
which would  result in a  material  injury  to the Company;  or  (vii)  the
knowing engagement  in  any  activity which would constitute  a  material
violation  of  the  provisions  of  the  Company's  Policies  and Procedures
Manual, if any, then in effect.

    (c)  "Cash Bonus" shall mean an award of a bonus payable in cash pursuant to

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Section 10 hereof.

   (d)  "Change in Control" shall mean:

       (1)  a "change in control" of the Company, as that term is contemplated
in the federal securities laws; or

      (2)  the occurrence of any of the following events:

           (A)  any  Person  becomes, after the effective  date  of this Plan,
the "beneficial owner" (as defined in Rule 13d-3   promulgated  under  the
Exchange  Act),  directly  or indirectly, of securities of the Company
representing  20% or  more  of  the combined voting power of  the  Company's
then   outstanding   securities;   provided,   that the acquisition  of
additional voting securities,  after  the effective date of this Plan, by any
Person who is,  as  of  the  effective  date of this Plan, the  beneficial
owner, directly  or  indirectly, of 20% or more of  the  combined voting   power
of   the   Company's   then   outstanding securities, shall not constitute a
"Change in Control"  of the Company for purposes of this Section 2(d).

           (B)  a  majority  of individuals who  are  nominated  by the  Board
of  Directors for election  to  the  Board  of Directors on any date, fail to be
elected to the Board of  Directors  as  a direct or indirect result  of  any
proxy fight or contested election for positions on the Board  of Directors, or

           (C)  the  Board of Directors determines in its sole  and absolute
discretion  that there  has  been  a  change  in control of the Company.

    (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

    (f)  "Common Stock" shall mean the Company's Common Stock, par value $.0001
per share.

    (g)  "Company" shall mean Applied DNA Sciences, Inc., a Nevada corporation,
and each of its Subsidiaries, and its successors.

    (h)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

    (i)  the "Fair Market Value" of a share of Common Stock on  any date  shall
be  (i) the closing sales price on  the  immediately preceding business day of a
share of Common Stock as reported  on the principal securities exchange on which
shares of Common Stock are  then  listed  or  admitted to trading  or  (ii)  if
not  so reported, the average of the closing bid and asked prices  for  a share
of Common Stock on the immediately preceding business  day as  quoted  on  the
National Association of  Securities  Dealers
Automated  Quotation System ("Nasdaq") or (iii)the Over the Counter Bulletin
Board ("OTCBB") or (iv) if not quoted  on Nasdaq,  the  average of the closing
bid and asked prices  for  a share  of  Common  Stock  as  quoted by  the
National  Quotation Bureau's  "Pink Sheets" or the National Association of
Securities Dealers' OTC Bulletin Board System. If the price of a share of Common
Stock shall not be so reported, the Fair Market Value of a share of Common Stock
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shall be determined by the Board in its absolute discretion.

    (j)  "Incentive Award" shall mean an Option, a share of Restricted Stock, a
share of Phantom Stock, a share of unrestricted stock or Cash Bonus granted
pursuant to the terms of the Plan.

    (k)  "Incentive Stock Option" shall mean an Option which is an "incentive
stock option" within the meaning of Section 422 of the Code and which is
identified as an Incentive Stock Option in  the agreement by which it is
evidenced.

    (l)  "Issue  Date"  shall  mean the  date  established  by  the Board on
which certificates representing shares of Restricted Stock  shall  be issued by
the Company pursuant to the  terms  of Section 7(d) hereof.

    (m)  "Non-Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option and which is identified as a Non-Qualified Stock Option
in the agreement by which it is evidenced.

    (n)  "Option" shall mean an option to purchase shares of Common Stock of the
Company granted pursuant to Section 6 hereof. Each Option shall be identified as
either an Incentive Stock Option or a Non-Qualified Stock Option in the
agreement by which
it is evidenced.

    (o)  "Participant"  shall  mean a Professional, Employee or Consultant of
the Company who is eligible to participate in the Plan and to whom an Incentive
Award is granted pursuant to the Plan, and,  upon  his death,  his  successors,
heirs, executors and administrators,  as the case may be, to the extent
permitted hereby.

    (p)  "Person" shall mean a "person," as such term is used in Sections 13(d)
and 14(d) of the Exchange Act, and the rules and regulations in effect from time
to time thereunder.

    (q)  a  share of "Phantom Stock" shall represent the  right  to receive in
cash the Fair Market Value of a share of Common  Stock of  the  Company, which
right is granted pursuant  to  Section  8 hereof and subject to the terms and
conditions contained therein.

    (r)  "Plan" shall mean the 2002 PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK
COMPENSATION PLAN, AS AMENDED 1/8/03, and it may be amended from time to time.

     (s)  "Qualified  Domestic  Relations  Order"  shall   mean a qualified
domestic relations order as defined in  the  Code,  in Title I of the Employee
Retirement Income Security Act, or in the rules  and  regulations as may be in
effect  from  time  to  time thereunder.

    (t)  a  share  of  "Restricted Stock" shall  mean  a  share  of Common Stock
which is granted pursuant to the terms of Section  7 hereof  and  which is
subject to the restrictions  set  forth  in Section 7 (c) hereof for so long as
such restrictions continue to apply to such share.

    (u)  "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

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    (v)  "Stock compensation" shall mean a grant of a bonus payable in shares of
Common Stock pursuant to Section 9 hereof.

    (w)  "Subsidiary"  or "Subsidiaries" shall  mean  any  and  all corporations
in  which at the pertinent time the  Company  owns, directly  or  indirectly,
stock vested with 50% or  more  of  the total  combined  voting power of all
classes  of  stock  of  such corporations within the meaning of Section 424(f)
of the Code.

    (x)  "Vesting Date" shall mean the date established by the Board on which a
share of Restricted Stock or Phantom Stock may vest.


Administration

(a) This Plan shall be administered by the Board of Directors who may from time
to time issue orders or adopt resolutions, not inconsistent with the provisions
of this Plan, to interpret the provisions and supervise the administration of
this Plan. The Company's Secretary, Jaime Cardona, shall act as Plan
Administrator, and will make initial determinations as to which consultants,
employees, professionals or advisors will be considered eligible to receive
shares under this Plan, and will provide a list to the Board of Directors. All
final determinations shall be by the affirmative vote of a majority of the
members of the Board of Directors at a meeting called for such purpose, or
reduced to writing and signed by a majority of the members of the Board. Subject
to the Corporation's Bylaws, all decisions made by the Directors in selecting
eligible professionals, employees and consultants, establishing the number of
shares, and construing the provisions of this Plan shall be final, conclusive
and binding on all persons including the Corporation, shareholders,
professionals, employees and consultants.

(b) The Board of Directors may from time to time appoint a PEC Plan Committee,
consisting of at least one Director and one officer, none of whom shall be
eligible to participate in the Plan while members of the Board. The Board of
Directors may delegate to such Board power to select the particular Consultants
that are to receive shares, and to determine the number of shares to be
allocated to each such eligible party.

(c) If the SEC Rules and or regulations relating to the issuance of Common Stock
under a Form S-8 should change during the terms of this Plan, the Board of
Directors shall have the power to alter this Plan to conform to such changes.

3. Eligibility

(a) Shares shall be granted only to Professionals, Employees and Consultants
that are within that class for which Form S-8 is applicable.


(b) No individual or entity shall be granted more than 500,000 shares of
unrestricted Common Stock under this Plan.

4. Shares Subject to the Plan

The total number of shares of Common Stock to be subject to this Plan is

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2,000,000. The shares subject to the Plan were registered with the SEC on or
about November 7, 2002 in a Form S-8 Registration, and the amended Plan will be
filed on or about January 9, 2003

3.  Stock Subject to the Plan

Under the Plan, the Board may grant to Participants (i) Options, (ii) shares of
Restricted Stock, (iii) shares of Phantom Stock, (iv) Unrestricted Stock
Compensation and (v) Cash Bonuses.

The  Board may grant Options, shares of Restricted Stock, shares  of  Phantom
Stock and Unrestricted stock compensation under the  Plan  with respect  to  a
number  of shares of Common  Stock  that  in  the aggregate  at  any  time does
not exceed 10% of  that  number of shares  of  Common Stock which equals 10% of
the total number  of Shares of Common Stock outstanding immediately after the
completion of the first business combination transaction between the Company and
a third party acquisition candidate. The grant of a Cash Bonus shall not reduce
the number of shares of Common Stock with respect to which Options, shares of
Restricted Stock, shares of Phantom Stock or Unrestricted stock compensation may
be granted pursuant to the Plan.

If  any outstanding Option expires, terminates or is canceled for  any  reason,
the  shares of Common  Stock  subject  to  the unexercised  portion of such
Option shall again be available for grant  under  the  Plan.  If any shares of
Restricted Stock or Phantom Stock, or any shares of Common Stock granted in a
Stock compensation are forfeited or canceled for any reason, such shares shall
again be available for grant under the Plan.

Shares  of Common Stock issued under the Plan may  be  either newly  issued  or
treasury  shares, at  the  discretion  of  the Board.

4.  Options

The Board may grant Options pursuant to the Plan, which Options shall be
evidenced by agreements in such form as the Board shall from time to time
approve. Options shall comply with and be subject to the following terms and
conditions:

   (a)  Identification of Options

All Options  granted  under  the  Plan  shall  be  clearly identified  in  the
agreement evidencing such Options  as  either Incentive Stock Options or as
Non-Qualified Stock Options.

   (b)  Exercise Price

The  exercise price of any Non-Qualified Stock Option granted under  the  Plan
shall  be such price  as  the  Board  shall determine on the date on which such
Non-Qualified Stock Option is granted;  provided,  that such price may not  be
less  than  the minimum price required by law. Except as provided in Section
6(d) hereof,  the exercise price of any Incentive Stock Option granted under
the  Plan shall be not less than 100% of the  Fair  Market Value  of  a  share
of Common Stock on the date  on  which  such Incentive Stock Option is granted.
As of the effective date of this amendment, or January 8, 2003, the exercise
price for Incentive Stock Options granted under the Plan shall be $1.00 per
share.

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   (c)  Term and Exercise of Options

       (1)  Each  Option  shall  be exercisable  on  such  date  or    dates,
during such period and for such number  of  shares  of Common  Stock as shall be
determined by the Board on  the day  on  which  such Option is granted and set
forth  in  the agreement  evidencing the Option; provided, however,  that  no
Option shall be exercisable after the expiration of ten  years from   the  date
such  Option  was  granted;  and,  provided, further,  that  each  Option  shall
be  subject  to earlier termination,  expiration or cancellation as  provided in
the Plan.

       (2)  Each Option shall be exercisable in whole or in part with respect to
whole shares of fully paid and nonassessable Common Stock.  The partial exercise
of an Option shall not cause the expiration, termination or cancellation of the
remaining portion thereof.  Upon   the  partial  exercise  of  an  Option,  the
agreement evidencing  such  Option shall be returned to the  Participant
exercising  such  Option together with  the  delivery  of  the certificates
described in Section 6(c)(5) hereof.

       (3)  An  Option shall be exercised by delivering  notice  to the
Company's  principal  office, to  the  attention  of  its Secretary, no fewer
than five business days in advance of  the effective date of the proposed
exercise. Such notice shall be accompanied by the agreement evidencing the
Option, shall specify the number of shares of Common Stock with respect to which
the Option is being exercised and the effective date of
the   proposed   exercise,  and  shall  be   signed   by   the Participant. The
Participant may withdraw such notice  at  any time  prior  to  the  close of
business on  the  business  day immediately  preceding  the effective  date  of
the  proposed exercise,  in which case such agreement shall be  returned to the
Participant. Payment for shares of Common Stock purchased upon the exercise of
an Option shall be made on the effective date of such exercise either (i) in
cash, by certified check, bank cashier's check or wire transfer or (ii) subject
to the approval of the Board, in shares of Common Stock owned by the
Participant and valued at their Fair Market Value on  the effective date of such
exercise, or (iii) partly in shares of Common  Stock  with the balance in cash,
by  certified  check, bank  cashier's check or wire transfer. Any payment in
shares of  Common  Stock  shall be effected by the delivery  of  such shares  to
the  Secretary of the Company,  duly  endorsed  in blank  or accompanied by
stock powers duly executed in  blank, together  with  any  other  documents  and
evidences  as  the Secretary of the Company shall require from time to time.

       (4)  Any  Option granted under the Plan may be exercised  by a
broker-dealer acting on behalf of a Participant if (i)  the broker-dealer  has
received  from  the  Participant  or   the Company  a duly endorsed agreement
evidencing such Option  and instructions signed by the Participant requesting
the  Company to  deliver the shares of Common Stock subject to such  Option to
the  broker-dealer  on  behalf  of  the  Participant  and
specifying  the  account  into which  such  shares  should be deposited, (ii)
adequate provision has been made with  respect to  the  payment  of  any
withholding  taxes  due  upon  such exercise and (iii) the broker-dealer and the
Participant  have otherwise  complied with Section 220.3(e)(4) of Regulation  T,
12 CFR Part 220.

       (5)  Certificates  for  shares  of  Common  Stock  purchased upon the

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exercise of an Option shall be issued in the name of the  Participant and
delivered to the Participant as  soon  as practicable following the effective
date on which  the  Option is  exercised; provided, however, that such delivery
shall  be effected for all purposes when a stock transfer agent  of  the Company
shall have deposited such certificates in the  United
States mail, addressed to the Participant.

       (6)  During  the  lifetime  of  a  Participant  each  Option granted  to
him shall be exercisable only by him.  No Option shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution.

   (d)  Limitations on Grant of Incentive Stock Options

       (1)  The  aggregate Fair Market Value of  shares  of  Common Stock  with
respect to which "incentive stock options" (within the  meaning of Section 422,
without regard to Section  422(d) of  the  Code)  are  exercisable  for  the
first  time  by  a Participant during any calendar year under the Plan  (and
any other  stock option plan of the Company, or any subsidiary  of the  Company
shall not exceed $100,000. Such Fair Market Value shall  be  determined  as  of
the  date  on  which  each  such Incentive  Stock  Option is granted. If  such
aggregate  Fair Market  Value  of  shares  of  Common  Stock  underlying  such
Incentive  Stock  Options  exceeds  $100,000,  then  Incentive Stock Options
granted hereunder to such Participant shall, to the   extent   and  in  the
order  required  by   Regulations promulgated under the Code (or any other
authority having  the force  of  Regulations), automatically be deemed  to  be
Non-Qualified  Stock Options, but all other terms  and  provisions of  such
Incentive Stock Options shall remain  unchanged.  In the  absence of such
Regulations (and authority), or  if  such Regulations (or authority) require or
permit a designation of the  options  which shall cease to constitute Incentive
Stock Options, Incentive Stock Options shall, to the extent of  such excess
and  in  the  order  in  which  they  were   granted, automatically  be  deemed
to be Non-Qualified  Stock  Options, but  all  other  terms and provisions of
such Incentive  Stock Options shall remain unchanged.

        (2)  No  Incentive  Stock  Option  may  be  granted  to  an individual
if,  at  the  time of  the  proposed  grant,  such individual  owns,  directly
or  indirectly  (based   on   the attribution  rules  in  Section  424(d)  of
the  Code)  stock possessing more than ten percent of the total combined  voting
power  of  all classes of stock of the Company or any  of  its subsidiaries,
unless (i) the exercise price of such  Incentive Stock  Option is at least 110%
of the Fair Market Value  of  a share  of Common Stock at the time such
Incentive Stock Option is  granted  and  (ii)  such Incentive  Stock  Option  is
not exercisable after the expiration of five years from  the  date such
Incentive Stock Option is granted.

   (e)  Acceleration of Exercise Date Upon Change in Control

Upon  the  occurrence  of a Change in  Control,  each  Option granted under the
Plan and outstanding at such time shall  become fully  and  immediately
exercisable and shall remain  exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan.


5. Death of Professional, Employee or Consultant

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If a Professional, Employee or Consultant dies while he is a Professional
Employee or Consultant of the Corporation or of any subsidiary, or within 90
days after such termination, the shares, to the extent that the Professional,
Employee or Consultant was to be issued shares under the plan, may be issued to
his personal representative or the person or persons to whom his rights under
the plan shall pass by his will or by the applicable laws of descent and
distribution.

6. Termination of Professional, Employee or Consultant, Retirement or Disability

If a Professional, Employee or Consultant shall cease to be retained by the
Corporation for any reason (including retirement and disability) other than
death after he shall have continuously been so retained for his specified term,
he may, but only within the three-month period immediately following such
termination, request his pro-rata number of shares for his services already
rendered.

7.  Leak out provision:  For the benefit of the Company's shareholders, all
shares issued from the PEC PLAN will subject to a leak out provision as defined
herein, and in the employment agreement or consultant contract of each
Professional, Employee or Consultant.  The Plan Administrator, at its sole
discretion, can increase the maximum number of shares to be released into the
marketplace by each recipient, but cannot go below the threshold amount of the
lower of 2,500 shares per recipient per month, or 25% of the recipient's total
holdings.  The discretional increase can be made by the Plan Administrator to up
to no more than 20,000 shares per recipient per month. As shares under the PEC
PLAN shall be earned out, and placed in Escrow to be released to recipients in
accordance with their contracts or agreements with the company and at the
direction of the Plan Administrator.

8.  Escrow Agent.  The escrow agent for the PEC PLAN shares is the Law Office of
Andrea Cataneo Ltd. located at 81 Meadowbrook Road, Randolph, NJ 07969.

9. Termination of the Plan

This Plan shall terminate one year after its adoption by the Board of Directors.
At such time, any shares which remain unsold shall be removed from registration
by means of a post-effective amendment to the Form S-8.

10. Effective Date of the Plan

This Plan shall become effective upon its adoption by the Board of Directors.

11. Stock compensation

The Board may, in its absolute discretion, grant stock compensation, without
restrictions on resale, in such amounts as it shall determine from time to time.
Unrestricted stock  shall be paid at such time and subject  to  such conditions
as the Board shall determine at the time of the grant of  such  stock
compensation. Certificates for shares  of  Common Stock granted as a stock
compensation shall be issued in the name of the Participant  to whom such grant
was made and delivered  to  such Participant as soon as practicable after the
date on  which  such Stock compensation is required to be paid.

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12.  Cash Bonuses

The  Board  may,  in its absolute  discretion,  grant  in connection with any
grant of Restricted Stock or stock compensation  or at  any time thereafter, a
cash bonus, payable promptly after the date on which the Participant is required
to recognize income for
federal  income  tax purposes in connection with such  Restricted  Stock  or
Stock  Bonus, in such amounts as the  Board  shall determine from time to time;
provided, however, that in no  event shall the amount of a Cash Bonus exceed the
Fair Market Value  of the  related  shares of Restricted Stock or Stock
compensation  on  such date.  A  Cash Bonus shall be subject to such conditions
as the Board shall determine at the time of the grant of such Cash Bonus.

13.  Adjustment Upon Changes in Common Stock

   (a)  Outstanding Restricted Stock and Phantom Stock

Unless  the  Board in its absolute  discretion  otherwise determines,  if  a
Participant receives any securities  or  other property  (including dividends
paid in cash) with  respect  to  a share  of Restricted Stock, the Issue Date
with respect to  which occurs  prior to such event, but which has not vested as
of  the date  of  such  event, as a result of any dividend,  stock  split
recapitalization, merger, consolidation, combination, exchange of shares  or
otherwise, such securities or other property will  not vest  until  such share
of Restricted Stock vests, and  shall  be held by the Company pursuant to
Paragraph 7 (d)(2) hereof.

The Board  may, in its absolute discretion,  adjust  any grant  of shares of
Restricted Stock, the Issue Date with respect to which has not occurred as of
the date of the occurrence of any of the following events, or any grant of
shares of Phantom Stock, to  reflect any dividend, stock split,
recapitalization,  merger, consolidation,  combination,  exchange  of  shares
or   similar corporate change as the Board may deem appropriate to prevent the
enlargement or dilution of rights of Participants under  the grant.

     (b)  Outstanding Options, Increase or Decrease in Issued Shares Without
Consideration

    Subject  to  any required action by the shareholders  of  the Company,  in
the event of any increase or decrease in the  number of  issued shares of Common
Stock resulting from a subdivision or consolidation of shares of Common Stock or
the payment of a stock dividend  (but only on the shares of Common Stock), or
any  other increase  or  decrease  in  the number of  such  shares  effected
without  receipt of consideration by the Company,  the  Board shall
proportionally adjust the number of shares and the exercise price  per  share
of  Common Stock subject to  each  outstanding Option.

   (c)  Outstanding Options, Certain Mergers

Subject  to  any required action by the shareholders  of  the Company, if the
Company shall be the surviving corporation in any merger  or consolidation
(except a merger of consolidation  as  a result  of  which the holders of shares
of Common  Stock  receive securities  of  another corporation), each Option
outstanding on the  date  of  such  merger or consolidation  shall  entitle  the

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Participant  to  acquire  upon exercise the  securities  which  a holder  of the
number of shares of Common Stock subject  to  such Option would have received in
such merger or consolidation.

   (d)  Outstanding Options, Certain Other Transactions

In  the event of a dissolution or liquidation of the Company, a  sale  of  all
or substantially all of the Company's assets,  a merger  or  consolidation
involving the  Company  in  which  the Company  is  not  the  surviving
corporation  or  a  merger  or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Common Stock
receive securities of another corporation and/or other property, including cash,
the Board shall, in its absolute discretion, have the power to:

   (1)  cancel,  effective immediately prior to the  occurrence  of such  event,
each Option outstanding immediately prior to such    event  (whether  or  not
then  exercisable),  and,  in full consideration of such cancellation, pay to
the Participant to whom  such  Option  was granted an amount in  cash, for each
share of  Common Stock subject to such Option  equal to  the excess  of  (A) the
value, as determined by the  Board  in its  absolute  discretion,  of the
property  (including  cash) received  by  the  holder of a. share of  Common
Stock  as  a result  of  such  event over (B) the exercise  price  of  such
Option; or

   (2)  provide   for  the  exchange  of  each  Option  outstanding immediately
prior  to  such  event  (whether  or   not   then exercisable) for an option on
some or all of the property  for which such Option is exchanged and, incident
thereto, make  an equitable  adjustment as determined by the  Board  in  its
absolute  discretion in the exercise price of the  option,  or the  number  of
shares or amount of property subject  to  the
option  or, if appropriate, provide for a cash payment to  the Participant  to
whom  such  Option  was  granted  in  partial consideration for the exchange of
the Option.

   (e)  Outstanding Options. Other Changes

    In  the  event  of  any change in the capitalization of  the Company   or
corporate  change  other  than  those  specifically referred  to in Sections
11(b), (c) or (d) hereof, the  Board may,  in  its absolute discretion, make
such adjustments  in  the number and class of shares subject to Options
outstanding on  the date  on  which such change occurs and in the per share
exercise price   of  each  such  Option  as  the  Board  may  consider
appropriate to prevent dilution or enlargement of rights.

   (f)  No Other Rights

    Except  as  expressly  provided in the Plan,  no  Participant shall   have
any  rights  by  reason  of  any  subdivision or consolidation of shares of
stock of any class, the payment of any dividend,  any increase or decrease in
the number  of  shares  of  stock  of  any class or any dissolution,
liquidation,  merger  or consolidation of the Company or any other corporation.
Except as expressly  provided in the Plan, no issuance by  the  Company  of
shares  of  stock  of any class, or securities  convertible  into shares of
stock of any class, shall affect, and no adjustment  by reason  thereof  shall
be made with respect  to,  the  number  of shares  of  Common  Stock subject to

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an Incentive  Award  or  the exercise price of any Option.

12.  Rights as a Shareholder

    No person shall have any rights as a shareholder with respect to any shares
of Common Stock covered by or relating to any Incentive Award granted pursuant
to this Plan until the date of the issuance of a stock certificate with respect
to such shares. Except as otherwise expressly provided in Section 11 hereof, no
adjustment to any Incentive Award shall be made for dividends or other rights
for which the record date occurs prior to the date such stock certificate is
issued.

13.  No Special Employment Rights; No Right to Incentive Award

    Nothing  contained in the Plan or any Incentive  Award  shall confer  upon
any  Participant any  right  with  respect  to  the continuation of his
employment by the Company or interfere in any way  with the right of the
Company, subject to the terms  of  any separate  employment agreement to the
contrary, at  any  time to terminate  such  employment  or  to  increase  or
decrease the compensation of the Participant from the rate in existence at the
time of the grant of an Incentive Award.

    No person shall have any claim or right to receive an Incentive Award
hereunder.  The  Board's  granting  of   an Incentive  Award  to  a  Participant
at any  time  shall  neither require  the  Board  to  grant an  Incentive  Award
to  such Participant or any other Participant or other person at any  time nor
preclude the Board from making subsequent grants to such Participant or any
other Participant or other person.

14.  Securities Matters

    (a)  The  Company shall be under no obligation  to  effect  the registration
pursuant to the Securities Act  of  any  shares  of Common  Stock  to  be
issued  hereunder  or  to  effect  similar compliance under any state laws.
Notwithstanding anything herein to  the contrary, the Company shall not be
obligated to cause  to be  issued  or  delivered any certificates evidencing
shares  of Common Stock pursuant to the Plan unless and until the Company is
advised  by  its counsel that the issuance and delivery of  such certificates is
in  compliance  with  all  applicable laws, regulations of governmental
authority and the requirements of any securities  exchange on which shares of
Common Stock are  traded.  The  Board  may require, as a condition of the
issuance  and delivery  of  certificates  evidencing  shares  of  Common  Stock
pursuant  to the terms hereof, that the recipient of such  shares make  such
covenants, agreements and representations,  and  that such  certificates  bear
such legends, as the Board,  in  its sole discretion, deems necessary or
desirable.

    (b)  The  exercise of any Option granted hereunder  shall only be  effective
at such time as counsel to the Company  shall  have determined  that  the
issuance and delivery of shares  of  Common Stock  pursuant  to  such  exercise
is  in  compliance  with  all
applicable laws, regulations of governmental authorities and the requirements of
any securities exchange on which shares of Common Stock are traded. The Company
may, in its sole discretion, defer the effectiveness of any exercise of an
Option granted hereunder
in order to allow the issuance of shares of Common Stock pursuant thereto to be

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made pursuant to registration or an exemption from registration or other methods
for compliance available under federal or state securities laws. The Company
shall inform the Participant in writing of its decision to defer the
effectiveness of the exercise of an Option granted hereunder. During the period
that the effectiveness of the exercise of an Option has been deferred, the
Participant may, by written notice, withdraw such
exercise and obtain the refund of any amount paid with respect thereto.

15.  Withholding Taxes

    Whenever  shares of Common Stock are to be  issued  upon  the exercise  of
an  Option, the occurrence of  the  Issue  Date  or Vesting Date with respect to
a share of Restricted Stock  or  the payment  of  a Stock compensation, the
Company shall have the  right  to require the Participant to remit to the
Company in cash an amount sufficient  to  satisfy federal, state and local
withholding  tax requirements,  if any, attributable to such exercise,
occurrence or   payment  prior  to  the  delivery  of  any  certificate or
certificates for such shares. In addition, upon the grant of a Cash Bonus or the
making of a payment with respect to a share of Phantom Stock, the Company shall
have the right to withhold from any cash payment required to be made pursuant
thereto an amount
sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise or grant.

16.  Amendment of the Plan

    The Board of Directors may at any time suspend or discontinue the  Plan  or
revise  or  amend it in  any  respect  whatsoever, provided,  however, that
without approval of the shareholders  no revision or amendment shall (i) except
as provided in Section  11
hereof, increase the number of shares of Common Stock that may be issued  under
the  Plan, (ii) materially increase  the  benefits accruing to individuals
holding Incentive Awards granted pursuant to  the  Plan or (iii) materially
modify the requirements  as  to
eligibility for participation in the Plan.

17.  No Obligation to Exercise

    The grant to a Participant of an Option shall impose no obligation upon such
Participant to exercise such Option.

18.  Transfers Upon Death

    Upon the death of a Participant, outstanding Incentive Awards granted  to
such  Participant  may  be  exercised  only  by  the executors or administrators
of the Participant's estate or by any person  or persons who shall have acquired
such right to exercise by  will  or by the laws of descent and distribution. No
transfer by  will or the laws of descent and distribution of any Incentive
Award,  or  the right to exercise any Incentive Award,  shall  be effective  to
bind the Company unless the Board  shall  have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the Board may
deem necessary to establish the validity of the transfer and (b) an agreement by
the transferee to comply with all the terms and conditions of the Incentive
Award  that are or would have been applicable  to  the
Participant and to be bound by the acknowledgments made by the Participant in

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connection with the grant of the Incentive Award.

19.  Expenses and Receipts

    The expenses of the Plan shall be paid by the Company.  Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.

20.  Failure to Comply

    In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant to comply with any  of  the terms  and  conditions of
the Plan or the agreement  executed  by such  Participant  evidencing  an
Incentive  Award,  unless  such
failure  is  remedied by such Participant within ten days after having  been
notified of such failure by the Board, shall  be grounds  for  the cancellation
and forfeiture of  such  Incentive Award,  in  whole  or in part as the Board,
in  its  absolute discretion, may determine.



CERTIFICATION OF ADOPTION
                           (By the Board of Directors)

The undersigned, being the President and CEO of Applied DNA Sciences, Inc.
hereby certifies that the foregoing Plan was adopted by a unanimous vote of the
Board of Directors on January 8, 2003.


_______________________________
Lawrence Lee, President and CEO


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