Negative Pledge Agreement

Exhibit 10.26


NEGATIVE PLEDGE AGREEMENT


The undersigned, NEW BRIGHTON BUSINESS CENTER, LLC (the "Company") hereby irrevocably agrees with Wells Fargo Bank, National Association, its successors or assigns (the "Bank") that in connection with its guaranty of the indebtedness of Medtox Scientific, Inc., Medtox Diagnostics, Inc., and Medtox Laboratories, Inc., so long as Bank maintains any loans or other extensions of credit for the benefit of Medtox Scientific, Inc., Medtox Diagnostics, Inc., and Medtox Laboratories, Inc., the Company will not incur, create, assume or suffer to exist any security interest, pledge, lien, charge or other encumbrance of any nature whatsoever on any inventory, equipment, accounts or other rights to payment, or general intangibles, whether now owned or hereafter acquired and wherever located, or on the real estate described as follows:


See attached Exhibit A


except:


1. Liens imposed by law, incurred in good faith in the ordinary course of business, and liens arising out of a judgment or award with respect to which an appeal is being prosecuted, a stay of execution pending such appeal having been secured;


2. Security interests, pledges, liens, charges or other encumbrances granted to the Bank at any time.


3. Security interests, pledges, liens, charges or other encumbrances in existence as of the date of this Agreement, and which have been disclosed to the Bank in writing prior to the execution of this Agreement.


The undersigned further agrees that it will not, so long as there is any indebtedness or credit facilities from the Bank to Medtox Scientific, Inc., grant to any other party a negative pledge or in any way agree to keep its assets free from liens or security interests. ...