Exhibit 10.1

MEDTOX SCIENTIFIC, INC.
LONG-TERM INCENTIVE PLAN

Effective January 1, 2004

Amended July 27, 2005

MEDTOX SCIENTIFIC, INC.
LONG-TERM INCENTIVE PLAN
PLAN DOCUMENT
(EFFECTIVE AS OF JANUARY 1, 2004; AMENDED JULY 27, 2005)

THIS LONG-TERM INCENTIVE PLAN (“Plan”) is adopted by MEDTOX SCIENTIFIC, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”) effective as of January 1, 2004 and amended July 27, 2005:

WITNESSETH:

WHEREAS, the Company wishes to provide compensation and incentives to certain selected executives and directors, including long-term incentive awards; and

WHEREAS, the Company also wishes to permit certain executives to defer the payment of long-term incentive awards to executives and directors;

WHEREAS, the Company also intends to comply with the requirements of Section 409A of the Internal Revenue Code;

NOW, THEREFORE, in consideration of the promises herein contained, it is hereby declared as follows:

ARTICLE I

Definitions

When used herein, the words and phrases defined hereinafter shall have the following meaning unless a different meaning is clearly required by the context.

1.01

"Account" shall mean the Account established pursuant to Section 3.03 of the Plan.

1.02

“Annual Long-Term Incentive Contribution Amount”shall mean the amount determined in accordance with Section 3.02 of the Plan.

1.03

“Beneficiary” shall mean the person or persons last designated by a Participant, by written notice filed with the Committee, to receive a Plan Benefit upon his or her death. In the event a Participant fails to designate a person or persons as provided above or if no Beneficiary so designated survives the Participant, then for all purposes of this Plan, the Beneficiary shall be the person(s) designated as the beneficiaries by the Participant under the MEDTOX 401(k) Plan, or, if none, the Participant’s estate.

1.04

“Benefits” shall mean the value of the Participant’s Account as credited to the investment options selected by the Participant from among the investment options authorized by the Committee from time-to-time under the Plan as reflected in the records of the Participant’s Account as described in Sections 3.03 and 3.04 of the Plan.

1.05

"Board" shall mean the Board of Directors of MEDTOX Scientific, Inc.

1.06

“Cause”shall, solely in the context of the termination by the Company of an executive’s employment for purposes of vesting under Section 3.05, mean termination upon:

(a)

the willful and continued failure by the executive to substantially perform the executive’s duties with the Company (other than any such failure resulting from executive’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the executive by the Board, which demand specifically identifies the manner in which the Company believes that the executive has not substantially performed the executive’s duties; or

(b)

the willful engaging by the executive in conduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise.

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For purposes of this Section, no act, or failure to act, on the executive’s part shall be deemed “willful” unless done, or omitted to be done, by the executive not in good faith and without reasonable belief that the executive’s action or omission was in the best interest of the Company.

1.07

"Change in Control" shall, solely for purposes of vesting under Section 3.05, mean any of the following:

(a)

a change in control of a nature that would be required to be reported in response to Item 6(c) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; or

(b)

a merger or consolidation to which the Company is a party if, following the effective date of such merger or consolidation, the individuals and entities who were shareholders of the Company prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than fifty percent (50%) of the combined voting power of the surviving corporation following the effective date of such merger or consolidation; or

(c)

when, during any period of twenty-four (24) consecutive months, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such twenty-four (24) month period shall be deemed to have satisfied such twenty-four (24) month requirement, and be an Incumbent Director, if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually, because they were directors at the beginning of such twenty-four (24) month period, or by prior operation of this Section.

1.08

"Committee" shall mean the Compensation Committee of the Board.

1.09

“Company”shall mean MEDTOX Scientific, Inc.

1.10

“Effective Date” shall mean January 1, 2004.

1.11

“Grantor Trust”shall mean a grantor trust, of the type commonly referred to as a “rabbi trust”, that is maintained in connection with an unfunded deferred compensation arrangement and is intended to avoid constructive receipt of income and the incurrence of an economic benefit solely on account of the adoption or maintenance of the trust.

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1.12

"MEDTOX 401(k) Plan" shall mean the MEDTOX Laboratories, Inc. 401(k) Plan, or any successor plan (or plans) thereto.

1.13

“Participant” shall mean an eligible officer or director of the Company who satisfies the eligibility requirements of Section 2.01 of the Plan.

1.14

"Plan" shall mean the MEDTOX Scientific, Inc. Long-Term Incentive Plan, as amended from time to time.

1.15

"Plan Year" shall mean the calendar year.

1.16

“Retirement” shall, solely for purposes of vesting under Section 3.05, mean the attainment of age 60 after completing 5 years of service with the Company or its affiliates.

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ARTICLE II

Eligibility

2.01

Eligibility

Participation in the Plan is limited solely to officers and directors of the Company who are designated by the Committee. An officer or director shall become eligible as of the date specified by the Committee.

2.02

Enrollment

An eligible officer or director is automatically enrolled in the Plan. The Committee may, by the date below that an election would be required by a Participant, designate with regard to amounts for any Plan Year the timing of payments of such amounts (in accordance with Section 4.01), and the form of payment of such amounts (in accordance with Section 4.06), and the Committee’s designation shall control. If no such designation is made by the Committee, then, by December 31 prior to each applicable Plan Year, a Participant shall make an election regarding the timing of payments of such amounts (in accordance with Section 4.01), and the form of payment of such amounts (in accordance with Section 4.06). Notwithstanding the preceding sentence, if the Annual Long-Term Incentive Contribution Amounts are considered “performance-based compensation” within the meaning of Section 409A(a)(4)(iii) of the Internal Revenue Code, such election may be made 6 months before the end of the performance period. If a timely election is not made, amounts with regard to a Plan Year shall be paid in the form of a lump sum payment at the Participant’s termination of service (as provided in Section 4.02); provided, however, that an election made with respect to a previous Plan Year shall remain in effect until the Participant modifies or revokes his election. Notwithstanding the foregoing, in the case of a Participant who becomes eligible under Section 2.01 prior to January 1, 2005:

(a)

amounts with regard to the Plan Year ending December 31, 2004, shall be paid in a lump sum on March 31, 2008; and

(b)

amounts with regard to the Plan Year ending December 31, 2005, shall be paid in a lump sum on March 31, 2009.

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ARTICLE III

Benefits

3.01

Benefits

The maximum Benefits under this Plan to which a Participant shall be entitled shall be equal to the sum of:

(a)

the Participant’s Annual Long-Term Incentive Contribution Amount credited pursuant to Section 3.02;

(b)

earnings and losses credited to the Participant’s Account in accordance with Section 3.04.

3.02

Annual Long-Term Incentive Contribution Amount

The Annual Long-Term Incentive Contribution Amount to which an officer shall be entitled for a Plan Year shall be based upon established performance objectives determined by the Committee. The Annual Long-Term Incentive Contribution Amount to which a director shall be entitled for a Plan Year shall be equal to 50% of the annual retainer that such director would otherwise be entitled to for the Plan Year; provided, however, that such Annual Long-Term Incentive Contribution Amount shall be in lieu of (and not in addition to) 50% of such annual retainer.

3.03

Participant’s Account

The Company shall create and maintain adequate records to reflect the interest of each Participant in the Plan. Such records shall be in the form of individual Accounts. When appropriate, a Participant’s Account shall consist of separate calendar class year subaccounts with respect to each Plan Year for which an Annual Long-Term Incentive Contribution Amount is credited under the Pl