Exhibit 4.5

                NON-TRANSFERABLE WARRANT TO PURCHASE COMMON STOCK

            _______ Shares of Common Stock of MEDTOX Scientific, Inc.

                                                              ___________, 2001


         THIS CERTIFIES THAT, ________________ (the "Holder"), is entitled to
subscribe for and purchase from MEDTOX Scientific, Inc., a Delaware corporation
(the "Company") from September 30, 2002 through September 30, 2004 up to
_________ (_______) fully paid and non-assessable shares (the "Shares") of the
Company's Common Stock, $.15 par value (the "Common Stock") at a price of $10.75
per share.

         In addition to the aforedescribed conditions of exercise, this Warrant
is subject to the following provisions, terms and conditions:

         1. Exercise of Warrant. The purchase rights under this Warrant must be
exercised, in whole or in part, by the Holder surrendering this Warrant with the
form of subscription attached hereto duly executed by such Holder, to the
Company at its principal office, accompanied by payment, in cash or by certified
or official bank check payable to the order of the Company, of the purchase
price payable in respect of the Common Stock being purchased. If less than all
of the Common Stock is purchased, the Company will, upon such exercise, execute
and deliver to the Holder hereof a new Warrant (dated the date hereof)
evidencing the number of shares of Common Stock not so purchased. As soon as
practicable after the exercise of this Warrant and payment of the purchase
price, the Company will cause to be issued in the name of and delivered to the
Holder hereof, or as such Holder may direct, a certificate or certificates
representing the Shares purchased upon such exercise.

         The Company may require that such certificate or certificates contain
on the face thereof a legend substantially as follows:

          "The securities represented by the within certificate have not
          been registered under the Securities Act of 1933, as amended,
          or under the applicable provisions of any State Blue Sky laws,
          and may not be sold, transferred or otherwise disposed of
          unless (1) the Company consents in writing to such transfer,
          or (2) at the time of the proposed transfer, the securities
          are eligible for public resale under Rule 144 of the General
          Rules and Regulations of the Securities and Exchange
          Commission under the Securities Act (or successor rule if Rule
          144 is no longer then in effect) and such transfer is made
          pursuant to Rule 144."

     2.  Negotiability  and  Transfer.  This  Warrant may not be sold,  pledged,
gifted or  otherwise  transferred  without  the express  written  consent of the
Company.

     3.  Antidilution  Adjustments.  In  case  the  Company  shall  at any  time
hereafter  subdivide (i.e., stock split) or combine (i.e.,  reverse stock split)
its outstanding  shares of Common Stock, or declare a dividend payable in Common
Stock,  the  exercise  price in  effect  immediately  prior to the  subdivision,

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combination  or record  date for such  dividend  payable in Common  Stock  shall
forthwith  be  proportionately  increased,  in  the  case  of  combination,   or
proportionately  decreased,  in the  case of  subdivision  or  declaration  of a
dividend  payable in Common  Stock,  and each share of Common Stock  purchasable
upon  exercise  of the  Warrant  shall be changed to the  number  determined  by
dividing the then current exercise price by the exercise price as adjusted after
such subdivision, combination or dividend payable in Common Stock.

         No fractional shares of Common Stock are to be issued upon the exercise
of the Warrant, but the Company shall pay a cash adjustment in respect of any
fraction of a share which would otherwise be issuable in an amount equal to the
same fraction of the per share value of Common Stock on the day of exercise as
determined in good faith by the Company.

         In case of any capital reorganization or any reclassification of the
shares of Common Stock of the Company, or in the case of any consolidation with
or merger of the Company into or with another corporation, or the sale of all or
substantially all of its assets to another corporation effected in such manner
that the holders of common shares shall be entitled to receive stock, securities
or assets with respect to or in exchange for Common Stock, then, as a part of
such reorganization, reclassification, consolidation, merger or sale, as the
case may be, lawful provision shall be made so that the Holder of the Warrant
shall have the right thereafter to receive, upon the exercise hereof, the kind
and amount of shares of stock or other securities or property which the holder
would have been entitled to receive if, immediately prior to such
reorganization, reclassification, consolidation or merger, the Holder had held
the number of shares of Common Stock which were then purchasable upon the
exercise of the Warrant. In any such case, appropriate adjustment (as determined
in good faith by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interest thereafter of the Holder of the Warrant, to the end that the provisions
set forth herein (including provisions with respect to adjustments of the
exercise price) shall thereafter be applicable, as nearly as reasonably maybe,
in relation to any shares of stock or other property thereafter deliverable upon
the exercise of the Warrant.

         When any adjustment is required to be made in the exercise price,
initial or adjusted, the Company shall forthwith determine the new exercise
price; and

          (a) Prepare and retain on file a statement  describing  in  reasonable
     detail the method used in arriving at the new exercise price; and

          (b) Cause a copy of such  statement  to be mailed to the Holder of the
     Warrant  as of a date  within  then  (10)  days  after  the  date  when the
     circumstances giving rise to the adjustment occurred.

     4. No  Registration  Rights.  No  Holder  of the  Warrant  shall  have  any
registration  rights  under the terms of the Warrant  with respect to either the
Warrant or the securities issuable upon exercise of the Warrant.
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     5. Limitation of Rights;  Notices.  The Holder of the Warrant shall have no
voting rights or dividend  rights with respect to the Shares before exercise and
payment  therefor.  The Company shall mail a notice to the registered  Holder of
the Warrant,  at the Holder's  last known post office  address  appearing on the
books of the Company, not less than fifteen (15) days prior to the date on which
(a) a record will be taken for the purpose of determining  the holders of Common
Stock entitled to dividends,  or (b) a record will be taken (of in lieu thereof,
the transfer books will be closed) for the purpose of determining the holders of
Common Stock entitled to notice of and to vote at a meeting of  stockholders  at
which any capital  reorganization,  reclassification  of shares of Common Stock,
consolidation,   merger,  dissolution,   liquidation,  winding  up  or  sale  of
substantially all of the Company's assets shall be considered and acted upon.

     6.  Reservation  of Common  Stock.  A number  of  shares  of  Common  Stock
sufficient  to provide for the exercise of the Warrant upon the basis herein set
forth shall at all times be reserved for the exercise thereof.

     7.  Miscellaneous.  The  representatives,  warranties and agreements herein
contained  shall survive the exercise of the Warrant.  References to the "holder
of" include the  immediate  holders of shares  purchased  on the exercise of the
Warrant, and the words "holder" shall include the plural thereof.

         All shares of Common Stock or other securities issued upon the exercise
of the Warrant shall be validly issued, fully paid and nonassessable, and the
Company will pay all taxes in respect of the issuer thereof.

     8.  Acknowledgement of the Warrant Holder. The Holder hereby represents and
warrants as follows:

          (a) to the extent requested,  the Holder has provided the Company with
     complete and accurate information concerning its knowledge,  experience and
     financial condition;

          (b) as a  sophisticated  investor,  the Holder has such  knowledge and
     experience in financial  business matters that it believes it is capable of
     evaluating  the  merits  and  risks of the  prospective  investment  in the
     Warrant;

          (c) the Holder recognizes that investment in the Warrant may involve a
     high degree of risk and immediate substantial  dilution,  that the purchase
     of the  Warrant  maybe a long-term  investment,  that  transferability  and
     resale  is  restricted  and  that,  in  the  event  of  disposition  of the
     underlying capital stock, the undersigned could sustain a loss;

          (d) in  connection  with  the  purchase  of the  Warrant,  the  Holder
     represents  and warrants that the Holder intends to acquire the Warrant for
     the Holder's own account for investment  purposes and not with a view to or
     for resale in connection with any distribution thereof, and agrees that the
     Holder will not sell or assign the Warrant without  registration  under all

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     applicable   securities  law  or  appropriate   exemption  therefrom.   The
     undersigned  understands  and  acknowledges  that the  Warrant has not been
     registered  under the Securities Act of 1933 nor under  applicable Blue Sky
     laws,  pursuant to exemption  therefrom,  which depend upon its  investment
     intention.  The  undersigned  also  understands and  acknowledges  that the
     underlying  capital  stock  has  not  been  nor  will be  registered  under
     applicable  securities  laws and therefore will not be freely  transferable
     and that the shares of capital  stock  will be marked  with an  appropriate
     legend reciting the resale restrictions.

          IN WITNESS  WHEREOF,  this  Warrant  has been duly  executed by MEDTOX
     Scientific, Inc. this ____ day of ____________, 2001.

                    MEDTOX SCIENTIFIC, INC.



                    By
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                        Its
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         The Holder hereby acknowledges the terms and conditions of the transfer
restrictions herein contained and only executes this Warrant for that purpose.