Exhibit 4.2

                NON-TRANSFERABLE WARRANT TO PURCHASE COMMON STOCK

            _______ Shares of Common Stock of MEDTOX Scientific, Inc.

                                                              ___________, 1999

    THIS CERTIFIES THAT,  ________________  (the "Holder"),  is entitled to
subscribe for and purchase from MEDTOX Scientific,  Inc., a Delaware corporation
(the "Company") from December 15, 1999 through December 31, 2001 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 $0.1625  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,
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.
<PAGE>

         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.

     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.
<PAGE>

         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 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 ____________, 1999.

                                      MEDTOX Scientific, Inc.


                                      By__________________________
                                      Its__________________________


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