PURCHASE & SALE AGREEMENT







          THIS  AGREEMENT is entered into effective the 27th day of July 2000 by

  and between Medtox Scientific,  Inc., a Delaware  corporation  ("Buyer");  and

  NMRO,  Inc., a Michigan  corporation  ("Seller")and  ESP Employment  Screening

  Partners,  Inc.,  a Delaware  corporation  ("Selling  Shareholder")  sometimes

  hereinafter collectively referred to as ("Sellers"),  and solely as to Section

  2 hereof, by Dr Murray Lappe, a California resident ("Lappe").



                                                        RECITALS:



         1.  Selling  Shareholder  is the  owner of 100% of all the  issued  and

outstanding stock and equity of Seller and Lappe is the controlling  shareholder

of Selling Shareholder.



2. Seller and Selling  Shareholder  are the owners and  operators  of a specimen

collection business ("Business")  operating out of the Sellers business location

at 8100, 26th Avenue South, Bloomington MN. 55425 ("Premises").



         3.  Seller  and  Selling  Shareholder  now  wish to  close  down  their

operations  at the  Premises  and sell the Business to Buyer in exchange for the

consideration as hereinafter provided.



          NOW, THEREFORE,  in consideration of the representations,  warranties,

  covenants and agreements of the parties herein contained,  and intending to be

  legally bound thereby, the parties mutually agree as follows:



         Section 1.  Purchase  and Sale of  Business.  Subject to and in express

reliance of the  warranties,  representations  and  covenants  contained in this

Agreement,  and subject to the terms and conditions  hereof,  Seller and Selling

Shareholder  hereby agree to sell,  assign,  convey and transfer to Buyer all of

their right, title and interest,  in and to the specific assets of the Business,

as described  in detail on Exhibit "A"  attached  hereto and made a part hereof,

for the consideration set forth herein (the "Assets").



         Simultaneous with the Closing,  Seller and Selling Shareholder shall do

all  things as may be  reasonably  required  to put Buyer  into  possession  and

effective  control over the conduct of the Business with the specific  customers

identified in the list attached as Exhibit "B" (the "Customer List").

{PAGE}



         Section 2.  Confidentiality and Non-Competition Agreements.



     A. Seller and Selling Shareholder acknowledge that their services and their

knowledge  of the Business  are of unique  value;  and the entrance of Seller or

Selling  Shareholders into  competition,  with Buyer, or any of its wholly owned

subsidiaries,  directly or indirectly,  by use of name, reference, or otherwise,

in the operation of the Business  within the  Restricted  Territory,  as defined

below,  cannot adequately be compensated by damages in an action at law. In view

of the necessity of Seller and Selling Shareholder not entering into competition

with Buyer or any of its wholly  owned  subsidiaries,  in the  operation  of the

Business within the Restricted  Territory and as a material  inducement to Buyer

to enter into this  Agreement  and to pay for the  Business,  Seller and Selling

Shareholder hereby covenant and agree that they will not directly or indirectly,

either as principal,  agent, manager,  employee,  owner,  partner,  shareholder,

officer or director of a proprietorship,  partnership,  corporation or otherwise

engage in any activity  competitive with the Business for the specific customers

identified  in the Customer List within a fifty (50) mile radius of the Premises

(the "Restricted  Territory");  or disparage or otherwise criticize the products

or  services  being  provided  by, or sold by Buyer or any of its  wholly  owned

subsidiaries  within the  Restricted  Territory  for a period of three (3) years

from the Closing Date;  provided  however,  that the  foregoing  non-competition

covenant and the other provisions of this Section,  shall not apply to either of

the  following:  (1) the  solicitation  for sale or the sale of on-site  testing

services  offered  by  eScreen,   Inc,  a  subsidiary  of  Selling   Shareholder

("eScreen"),  within  the  Restricted  Territory,  to the  following  persons or

entities:  Wal Mart,  Target,  Best Buy,  Galyan's,  ChoicePoint,  UPS, Aerotek,

Hyatt, Yellow Freight, or Host Marriott; or (2) the solicitation for sale or the

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