Exhibit 10.1


    
      

    

    Exhibit
      10.1

    

      APPLIED
        DNA SCIENCES, INC. 

      


      Applied
        DNA Sciences, Inc., a Nevada corporation (the “Company”), hereby certifies that,
        for value received, __________________ (the “Warrant Holder,” which term
        includes its successors and registered assigns) is entitled to purchase an
        aggregate of ________ shares of common stock, par value $0.001 per share,
        of the
        Company (the “Common Stock”) at an exercise price of $0.50 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 July __ 2008 and expiring at 5:00
        p.m., New York City time, on July __, 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. 

       

      
        
          
          

        

        
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      10.    Reserved.

      


      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. 

      


      


      


      THIS
        SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS 


      
        
          
          

        

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

      .

      


      
        	 	 	
                APPLIED
                  DNA SCIENCES, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                By:
                  _______________________

              	 
	 	 	
                Name:
                  James A. 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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