Exhibit 4.1
                             [FORM OF FACE OF NOTE]
No.                                                                  $_______

                             MEDTOX SCIENTIFIC, INC.

                         12% SUBORDINATED NOTE DUE 2001

         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 December 31, 2001, 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:  __________, 1999


<PAGE>

                                [REVERSE OF NOTE]

                             MEDTOX SCIENTIFIC, INC.

                         12% SUBORDINATED NOTE DUE 2001

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.


<PAGE>


         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.

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

         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

<PAGE>

         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;

                  (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.
<PAGE>

                  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
         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).
<PAGE>

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.