Exhibit 4.4

                             [FORM OF FACE OF NOTE]

No.                                                                  $_______

                             MEDTOX SCIENTIFIC, INC.

                         10% SUBORDINATED NOTE DUE 2004

         MEDTOX SCIENTIFIC, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company"), for value
received, hereby promises to pay to ____________________ or registered assigns,
the principal sum of __________ dollars on September 30, 2004, at the principal
office of the Company 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, semi-annually on June 30 and December 31 of
each year, on said principal sum at said office or agency, in like coin or
currency, at the rate per annum specified in the title of this Note, as more
fully provided on the reverse hereof.

         Reference is made to further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on the Note to the
prior payment in full of all Senior Indebtedness, as defined herein.

     IN WITNESS WHEREOF,  MEDTOX SCIENTIFIC,  INC. has caused this instrument to
be  executed  in its  corporate  name by its  Chairman  or its  Chief  Executive
Officer,  attested by the manual or facsimile  signature of its  Secretary or an
Assistant Secretary.


                         MEDTOX SCIENTIFIC, INC.



                         By
                            --------------------------------------------------


Attest:



____________________________________        Dated:  __________, 2001



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                                [REVERSE OF NOTE]

                             MEDTOX SCIENTIFIC, INC.

                         10% SUBORDINATED NOTE DUE 2004

1.       Interest.

         Medtox Scientific, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above semi-annually on June 30 and December 31 of each year
("Interest Payment Date"). Interest will accrue from the most recent date to
which interest has been paid, unless no interest has been paid, in which case
from the date of this Note. The record date for the payment of interest shall be
June 15 and December 15 of each year. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

2.       Method of Payment.

         The Company will pay interest (except defaulted interest) to the
registered holder of the Note at the close of business on the Record Date. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and any interest by its check payable in
such money. It may mail an interest check to a holder's registered address.

3.       Paying Agent and Registrar.

         Initially, the Company will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice.

4.       Unsecured Obligation.

         This Note is a general unsecured obligation of the Company limited to
the aggregate principal amount set forth on the face of this Note.

5.       No Redemption; No Sinking Fund.

         This Note may not be redeemed or repaid by the Company prior to its
maturity date. This Note will not have the benefit of sinking fund payments.

6.1      Subordination.

          The Company, for itself and its successors and assigns, agrees and the
     holder  by his  acceptance  of this Note  agrees  that the  payment  of the
     principal of and interest on this Note is  subordinated,  to the extent and
     in the manner  hereinafter  set forth,  to the prior payment in full of all
     Senior Indebtedness.
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         6.2      Company not to Make Payments with Respect to Note in Certain
         Circumstances.

                  (a) Upon the maturity of any Senior Indebtedness by lapse of
         time, acceleration or otherwise, all principal thereof and interest
         thereon shall first be paid in full, or such payment duly provided for
         in cash or in a manner satisfactory to the holder or holders of such
         Senior Indebtedness, before any payment is made on account of the
         principal of or interest on this Note or to acquire this Note for cash
         or property other than capital stock of the Company.

                  (b) Upon the happening of an event of default (or if an event
         of default would result upon any payment with respect to this Note)
         with respect to any Senior Indebtedness, as such event of default is
         defined therein or in the instrument under which it is outstanding,
         permitting the holders to accelerate the maturity thereof, and, if the
         default is other than default in payment of the principal of or
         interest on such Senior Indebtedness, upon written notice thereof given
         to the Company by the holder or holders of such Senior Indebtedness or
         their respective or representatives, then, unless and until such event
         of default shall have been cured or waived or shall have ceased to
         exist, no payment shall be made by the Company with respect to the
         principal of or interest on this Note or to acquire this Note for cash
         or property other than capital stock of the Company.

         6.3      Note Subordinated to Prior Payment of all Senior Indebtedness
         on Dissolution, Liquidation or Reorganization of Company.

                  Upon any distribution of assets of the Company upon any
         dissolution, winding up, liquidation or reorganization of the Company
         (whether in bankruptcy, insolvency or receivership proceedings or upon
         an assignment for the benefit of creditors or otherwise):

                  (a) The holders of all Senior Indebtedness shall first be
         entitled to receive payment in full of the principal and interest due
         thereon before the holder of this Note is entitled to receive any
         payment on account of the principal of or interest (other than payment
         in shares of stock of the Company as reorganized or readjusted, or
         securities of the Company or any other corporation provided for by a
         plan of reorganization or readjustment, which stock and securities are
         subordinated to the payment of all Senior Indebtedness and securities
         received in lieu thereof which may at the time be outstanding); and

                  (b) Any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities (other
         than shares of stock of the Company as reorganized ore readjusted, or
         securities of the Company or any other corporation provided for by a
         plan of reorganization or readjustment, which stock and securities are
         subordinated to the payment of all Senior Indebtedness and securities
         received in lieu thereof which may at the time be outstanding), to
         which the holder of this Note would be entitled except for the
         provisions hereof, shall be paid by the liquidating trustee or agent or
         other person making such payment or distribution directly to the
         holders of Senior Indebtedness or their representative or
         representatives to the extent necessary to make payment in full of all

<PAGE>

         Senior Indebtedness remaining unpaid, after giving effect to any
         concurrent payment or distribution or provision therefor to the holders
         of such Senior Indebtedness.

                  (c) In the event that notwithstanding the foregoing provisions
         of this Note, any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities (other
         than shares of stock of the Company as reorganized or readjusted, or
         securities of the Company or any other corporation provided for by a
         plan of reorganization or adjustment, which stock and securities are
         subordinated to the payment of all Senior Indebtedness and securities
         received in lieu thereof which may at the time be outstanding), shall
         be received by the holder on account of principal of or interest on
         this Note before all Senior Indebtedness is paid in full, or effective
         provision made for its payment, such payment or distribution shall be
         received and held in trust for and shall be paid over to the holders of
         the Senior Indebtedness remaining unpaid or unprovided for or their
         representative or representatives, for application to the payment of
         such Senior Indebtedness until all such Senior Indebtedness shall have
         been paid in full, after giving effect to any concurrent payment or
         distribution or provision therefor to the holders of such Senior
         Indebtedness.

         6.4      Holder to be Subrogated to Right of Holders of Senior
         Indebtedness.

                  Subject to payment in full of all Senior Indebtedness, the
         holder of this Note shall be subrogated to the rights of the holders of
         Senior Indebtedness to receive payments or distributions of assets of
         the Company applicable to the Senior Indebtedness until all amounts
         owing on this Note shall be paid in full, and for the purpose of such
         subrogation no payments or distributions to the holders of the Senior
         Indebtedness by or on behalf of the Company or by or on behalf of the
         holders of this Note which otherwise would have been made to the holder
         shall, as between the Company and the holder, be deemed to be payment
         by the Company to or on account of Senior Indebtedness, it being
         understood that the provisions of this Note are and are intended solely
         for the purpose of defining the relative rights of the holder, on the
         one hand, and the holders of Senior Indebtedness on the other hand.

         6.5      Obligation of the Company Unconditional.

                  Nothing contained in this Note or elsewhere is intended to or
         shall impair as between the Company and the holder of this Note, the
         obligation of the Company, which is absolute and unconditional, to pay
         to the holder the principal of and interest on this Note as and when
         the same shall become due and payable in accordance with the terms
         hereof, or is intended to or shall affect the relative rights of the
         holder and creditors of the Company other than the holders of the
         Senior Indebtedness, nor shall anything herein prevent any holder from
         exercising all remedies otherwise permitted by applicable law upon
         default under this Note, subject to the rights, if any, of the holders
         of Senior Indebtedness in respect of cash, property, or securities of
         the Company received upon the exercise of any such remedy.
<PAGE>

6.6      Definition of Senior Indebtedness.

                  "Senior Indebtedness" shall mean (a) the principal of and
         premium, if any, and interest on indebtedness or any other obligation
         of the Company, outstanding on the date of execution of this Note (i)
         for money borrowed by the Company or representing purchase money
         indebtedness of the Company or evidenced by debentures, notes or other
         corporate debt securities or similar instruments issued by the Company,
         or (ii) under any written contract or commitment for the leasing,
         purchase or other acquisition, possession or use of equipment or
         facilities related to the operations of the Company or any of its
         subsidiaries, or (iii) constituting a guarantee of indebtedness of an
         obligation of others of the types referred to in the preceding clauses
         (i) and (ii), or (iv) constituting a renewal, extension or refunding of
         any of the indebtedness or obligations referred to in the preceding
         clauses (i), (ii) and (iii) unless, in each case, under the express
         provisions of the instrument creating or evidencing the same, or
         pursuant to which the same is outstanding, such indebtedness or other
         obligation or such renewal, extension or refunding thereof is not
         superior in right of payment to the Note; and (b) any indebtedness or
         other obligation of the Company of any of the types referred to in the
         preceding clause (a) created, incurred or assumed on or after the date
         of execution of this Note which, under the express provisions of the
         instrument creating or evidencing the same, or pursuant to which the
         same is outstanding, is superior in right of payment to this Note.

7.       Persons Deemed Owners.

         The registered holder of this Note shall be treated as the owner of it
for all purposes.

8.       Successor Corporation.

         When a successor corporation assumes all the obligations of its
predecessor under this Note, the predecessor corporation will be released from
those obligations.

9.1      Events of Default.

                  An "Event of Default" occurs if:

                  (1) the Company defaults in the payment of interest on this
         Note when the same becomes due and payable and the default continues
         for a period of 30 days (whether or not such payment was prohibited by
         Section 6 hereof);

                  (2) the Company defaults in the payment of the principal of
         this Note when the same becomes due and payable at maturity or
         otherwise (whether or not such payment was prohibited by Section 6
         hereof);

                  (3) the Company fails to comply with any of its other
         agreements contained in this Note and such default continues for the
         period and after the notice specified below;



<PAGE>


          (4) the Company  pursuant  to or within the meaning of any  Bankruptcy
     Law:

               (a) commences a voluntary case or proceeding,

               (b) consents to the entry of an order for relief against it in an
          involuntary case or proceeding,

               (c) consents to the  appointment  of a custodian of it or for all
          or substantially all of its property, or

               (d) makes a general  assignment for the benefit of its creditors;
          or

          (5) a court of competent  jurisdiction enters an order or decree under
     any bankruptcy law that:

               (a) is for relief against the Company in an  involuntary  case or
          proceeding;

               (b) appoints a custodian of the Company for all or  substantially
          all of its properties, or

               (c) orders the liquidation of the Company,

         and in each case the order or decree remains unstayed and in effect for
90 consecutive days.

                  The term "Bankruptcy Law" means Title 11, U.S. Code or any
         similar federal or state law for the relief of debtors. The term
         "Custodian" means any receiver, trustee, assignee, liquidator,
         sequestrator or similar official under any Bankruptcy Law.

                  A Default under clause (3) is not an Event of Default until
         the holder notifies the Company of the Default and the Company does not
         cure the Default within 30 days after receipt of the notice. The notice
         must specify the Default, demand that it be remedied and state that the
         notice is a "Notice of Default." When a Default is cured, it ceases.

9.2      Acceleration.

                  If an Event of Default (other than an Event of Default
         specified in Section 9.1 (4) or (5)) occurs and is continuing, the
         holder may, by notice to the Company, declare all unpaid principal of
         and accrued interest to the date of acceleration on this Note then
         outstanding (if not then due and payable) due and payable and the same
         shall become and be immediately due and payable. If an Event of Default
         specified in 9.1 (4) or (5) occurs, all unpaid principal of and accrued
         interest on this Note then outstanding shall ipso facto become and be
         immediately due and payable without any declaration or other act on the
         part of the holder. Upon payment of such principal amount and interest,
         all of the Company's obligations under this Note shall terminate. The
         holder by notice to the Company may rescind an acceleration and its

<PAGE>

         consequences if (i) all existing Events of Default, other than the
         non-payment of the principal of the Notes which has become due solely
         by such declaration of acceleration, have been cured or waived, (ii) to
         the extent the payment of such interest is lawful, interest on overdue
         installments of interest and overdue principal which has become due
         otherwise than by such declaration of acceleration, has been paid, and
         (iii) the rescission would not conflict with any judgment or decree of
         a court of competent jurisdiction.

9.3      Other Remedies.

                  If an Event of Default occurs and is continuing, the holder
         may pursue any available remedy by proceeding at law or in equity to
         collect the payment of principal of or interest on the Note or to
         enforce the performance of any provision of the Note.

                  A delay or omission by the holder in exercising any right or
         remedy shall not constitute a waiver of or acquiescence in the Event of
         Default. No remedy is exclusive of any other remedy. All available
         remedies are cumulative.

                  Except as otherwise expressly provided herein, the Company
         hereby waives presentment, demand for payment, notice of nonpayment,
         protest, notice of protest, notice of dishonor, and all other notices
         in connection herewith, as well as filing of suit (if permitted by law)
         and diligence in collecting this Note, and agrees to pay (if permitted
         by law) all expenses incurred in collection, including the holder's
         actual attorneys' fees.

10.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under this Note
or for any claim based on, in respect of or by reason of, such obligations or
their creation. The holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
this Note.

11.      Abbreviations.

         Customary abbreviations may be used in the name of a holder or
assignee, such as: TEN COM ( = tenants in common), TEN ENT ( = tenants by the
entireties), JT TEN ( = joint tenants with right of survivorship and not as
tenants in common), CUST ( = Custodian), and U/G/M/A ( = Uniform Gifts to Minors
Act).


12.       Governing Law.

         This Note shall be deemed to be a contract made under the laws of the
State of Minnesota's, and for all purposes shall be construed in accordance with
the laws of the State of Minnesota.