exv10w1



 


EXHIBIT 10.1



EMPLOYMENT AGREEMENT



     THIS AGREEMENT is made and entered into this 19th day of March, 2003, by
and between Metalclad Insulation Corporation, a California corporation (the
“Company”), Entrx Corporation, a Delaware corporation (“Entrx”) and Geoffrey B.
Larson, a resident of California (“Employee”).


Recitals


     The Company is desirous of obtaining the full-time services of the
Employee and the Employee is desirous of being employed by the Company, and
each is willing to enter into this employment agreement (the “Agreement”), all
on the terms and subject to the conditions herein contained.


     Entrx is the parent corporation of the Company, and is desirous of
assisting the Company in obtaining the full-time services of the Employee.


AGREEMENT



     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties agree as follows:



	1.	 	Employment of the Employee; Term.




	 	(a)	 	The Company agrees to and hereby does employ the Employee,
and the Employee accepts such employment and agrees to discharge
faithfully, diligently and to the best of Employee’s abilities, the
duties and responsibilities of such employment on the terms and
subject to the conditions herein provided.
	 
	 	(b)	 	The term of Employee’s employment hereunder shall commence on
April 7, 2003, and shall terminate on April 6, 2006 (“Initial
Expiration Date”), unless terminated earlier as provided in Section
4.
	 
	 	(c)	 	Following the Initial Expiration Date, Employee’s employment
shall thereafter continue on an at will basis, terminable upon
notice without severance compensation, but otherwise on the terms
and conditions contained in this Agreement.




	2.	 	Duties of the Employee. During the term of Employee’s employment with
the Company hereunder, the Employee shall:




	 	(a)	 	Act as the President and Chief Operating Officer of the
Company, subject to the direction of the Board of Directors of the
Company (the “Board of Directors”) and assume such responsibilities,
or such other position as the Board of Directors may direct, and
perform such duties as are generally associated with such titles,
with overall responsibility for the day-to-day operations of the
Company.



 






 




	 	(b)	 	Devote substantially all of Employee’s business time and
attention necessary to carry out the duties of Employee’s employment
hereunder, applying Employee’s best effort and skill for the benefit
of the Company, and shall not, without prior written consent of the
Company, render to others services of any kind for compensation, or
engage in any other business activity that would materially
interfere with the performance of Employee’s duties or
responsibilities under this Agreement.
	 
	 	(c)	 	During the term of Employee’s employment, and during any
period thereafter during which the Company is paying Employee
severance or other compensation (computed as provided in Section
4(f)), Employee will obtain and maintain as current such
governmental licenses and permits, both personal and corporate, as
are necessary to permit the Company to continuously conduct its
business in a manner and scope, and in all such geographical
locations, consistent with past practices and all applicable legal
requirements, and will allow the Company to utilize and benefit from
all such permits and licenses that are personal to Employee.




	3.	 	Compensation and Benefits. As compensation and in consideration for the
performance of services by the Employee and Employee’s observance of all
of the provisions of this Agreement, the Company agrees to pay, provide or
do, the following:




	 	(a)	 	Salary. During the term of Employee’s employment, the
Employee shall be entitled to receive a base salary at an annual
rate of $165,000. The Company shall pay the salary semi-monthly.
	 
	 	(b)	 	Grant of Common Stock Option. Promptly following the
execution of this Agreement by all parties, Entrx shall grant an
option to Employee to purchase 100,000 shares of Entrx common stock,
pursuant to the terms of a Stock Option Agreement to be entered into
between Entrx and Employee in the form attached hereto as Exhibit A.
	 
	 	(c)	 	Benefits. During the term of Employee’s employment, the
Employee shall be entitled to 15 days of paid time off for vacation,
and five days paid time off for illness, for each 12 month period of
employment. In addition, during the term of Employee’s employment,
the Employee shall be entitled to medical, hospitalization, dental,
life and disability insurance, or reimbursement therefor, as may be
established by the Company, but at least as favorable as that
provided to other salaried employees of the Company.
	 
	 	(d)	 	Business Expenses. The Company shall reimburse the Employee
for business expenses reasonably incurred by the Employee in
connection with the performance of Employee’s duties hereunder, upon
the presentation by Employee of receipts and itemized accounts of
such expenditures in accordance with the rules and regulations of
the Internal Revenue Code. Included among these reimbursable
expenses, is reimbursement for the moving of his place of permanent
residence from Sacramento, California, to a location within a
reasonable commuting distance from the Company’s main facilities in
Anaheim, California, not to exceed $10,000, and reimbursement for
the rental of a temporary residence within a reasonable commuting
distance from the Company’s main facilities, not to exceed $1,000
per month for the lesser of six months, or through the month in
which Employee moves into a permanent residence. Except for
expenses previously approved by the Board, the Board may take such
action as may be necessary to enforce the repayment to the Company
by the Employee of any amounts reimbursed upon finding that such
reimbursement was not made



 






 




	 	 	 	primarily for the purpose of advancing the legitimate interests of
the Company. In lieu of direct payment by the Employee, the
Company may withhold such disallowed amounts from future
compensation of the Employee until the amount owed to the Company
has been recovered.
	 
	 	(e)	 	Bonuses. In addition to the foregoing, Employee shall be
eligible to receive a bonus of $10,000 upon the execution of this
Agreement and the commencement of his employment with the Company,
and a bonus following each fiscal year of the Company, equal to 10%
of the Net Income for that fiscal year, multiplied by a fraction,
the numerator of which is the number of days Employee was employed
by the Company during such fiscal year, and the denominator of which
is the number of days in such fiscal year. Net Income for the
purpose of this provision, is the net income of the Company as
determined by the independent accounting firm (the “Auditors”)
engaged to audit the accounts of the Company or Entrx for the fiscal
year for which the bonus calculation is to be based. The bonus to
the Employee will be paid within 45 days following the end of the
fiscal year, or at such time after the end of the fiscal year (not
more than 120 days) that the Auditors issue their report on the
audit.
	 
	 	(f)	 	Use of Car. During the term of Employee’s employment, the
Company will provide and maintain a car for the Employee’s Use, as
selected by the Company.




	4.	 	Termination of Agreement.




	 	(a)	 	Termination With Cause. The Company may terminate Employee’s
term of employment under this Agreement for “good cause” upon notice
of such termination to the Employee. For purposes of this
Agreement, “good cause” shall mean Employee’s (i) failure or refusal
to observe or perform any of the material provisions of this
Agreement or any other written agreement with the Company, or to
substantially perform any of the material duties or responsibilities
required of Employee under this Agreement or any other written
agreement with the Company, or (ii) commission of fraud,
misappropriation, embezzlement or other acts of dishonesty,
alcoholism, drug addiction or dependency, or conviction for any
crime punishable as a felony or as a gross misdemeanor involving
moral turpitude, which actions, in the opinion of the Board of
Directors, have a material adverse effect upon the Employee’s
ability to perform the duties which are assumed or assigned under
Section 2 hereof, or which actions or occurrences, in the opinion of
the Board of Directors, are materially adverse to the interests of
the Company. Termination of Employee’s employment for good cause
under Subsection 4(a)(ii) above shall be effective upon notice.
Termination of Employee’s employment for good cause under Subsection
4(a)(i) shall be effective upon 14 days’ prior notice; provided that
prior to the giving of such notice of termination, the Company shall
notify Employee that a factual basis for termination for good cause
exists and specify such basis, so that Employee will have a
reasonable opportunity to refute such basis or cure any default.
	 
	 	(b)	 	Termination Without Cause. Employee’s term of employment
under this Agreement may be terminated by either party without cause
for any reason upon not less than 15 days’ prior written notice.
	 
	 	(c)	 	Termination upon Death or Disability of Employee. This
Agreement shall automatically terminate in the event of the
Employee’s death or disability. “Disability” means the
unwillingness or inability of Employee to perform Employee’s duties
under this Agreement because of incapacity due to physical or mental
illness, bodily injury or disease for a period of 60 days out of 180
consecutive days.



 






 




	 	(d)	 	Termination Obligations and Responsibilities. Upon the
termination of the Employee’s term of employment in accordance with
Subsections (a)(i), (a)(ii) or (c) of this Section 4, or by the
Employee in accordance with Subsection (b) of this Section 4, the
Company shall have no further obligation to the Employee under this
Agreement, and Employee shall only be entitled to payment by the
Company for all compensation accrued under this Agreement to such
date of termination. In the event the Company terminates Employee’s
term of employment in accordance with Subsection (b) of this Section
4, the Company shall be obligated to pay Employee a severance salary
for three months following the date of termination, but only so long
as Employee is not in default of any other provision of this
Agreement under which it is his obligation to comply. Termination
of the Employee’s term of employment shall terminate Employee’s
responsibility under Section 2, but shall not terminate or
extinguish the Employee’s other obligations or agreements under any
provision which, by its content, can be reasonably concluded to
survive such termination, including specifically, those set forth
under Sections 5, 8, 9 and 10 (unless otherwise provided therein),
or Employee’s obligation or liability to pay to the Company any
amounts owed to the Company by the Employee, including, but not
limited to, any amounts misappropriated or obtained by the Employee,
without prejudice to any other rights or remedies of the Company at
law or in equity.
	 
	 	(e)	 	Change of Control. Notwithstanding any other provision of
this Agreement, except for subparagraph (i) below, if there is a
Change of Control, and Employee’s employment with the Company, or
the successor to the Company’s business, is terminated (by Employee,
the Company or such successor), within one year from the date of the
Change of Control, Employee shall be entitled to a severance salary
equal to one year’s base salary times a fraction, the numerator of
which is the number of days Employee is employed by the Company
following such termination, subtracted from 365, and the denominator
is 365; provided that such severance salary shall not be less than
three months base salary. Any severance salary payable under this
subsection (e) will be paid within 30 days following termination,
but not less than 30 days following the end of one year from the
date of the Change of Control, and is then payable regardless of
whether Employee’s Employment is terminated. For the purpose of
this Agreement, a Change of Control occurs at such time as (i) Entrx
no longer owns a majority of the outstanding shares of voting stock
of the Company, either directly or indirectly through a subsidiary
of Entrx, or (ii) the Company sells or transfers all or
substantially all of its assets to a third party unaffiliated with
Entrx or the Company.
	 
	 	(f)	 	Basis of Computation. The base salary which shall be used in
computing compensation to Employee after termination of Employee’s
employment shall be based on the base salary being paid to Employee
as of the date of termination, and may be paid by the Company over
the period due in semi-monthly payments.
	 
	 	(g)	 	Incentive Compensation. No part of any incentive
compensation that is based on the Company’s financial performance
for a fiscal year, if any, is payable if Employee’s employment is
terminated for any reason prior to expiration of such fiscal year.
	 
	 	(h)	 	Set-Off. The Company shall be entitled to set-off from
amounts owed to Employee, by reason of his employment with the
Company, amounts owed by Employee to the Company.



 






 




	 	(i)	 	No Entitlement. Notwithstanding any other provision of this
Agreement, no bonus otherwise payable under Subsection 3(e) as
severance salary otherwise payable under Subsection 4(e), shall be
due to Employee if his employment is terminated for good cause.




	5.	 	Disclosure of Confidential Information.




	 	(a)	 	Definition of Confidential Information. For purposes of this
Agreement, “Confidential Information” means any information that is
not generally known to the public that relates to the existing or
reasonably foreseeable business of the Company which has been
expressly or implicitly protected by the Company or which, from all
of the circumstances, the Employee knows or has reason to know that
the Company intends or expects the secrecy of such information to be
maintained. Confidential Information includes, but is not limited
to, information contained in or relating to development plans or
proposals, marketing plans or proposals, operational plans or
proposals, strategies, financial statements, budgets, trade secrets,
test data, research data, pricing formulas, past and potential
customer and supplier information, Employee information, research
and development information, designs, products, processes,
production methods and know-how, and other proprietary information
of the Company, whether written, oral or communicated in another
type of medium, whether disclosed directly or indirectly, whether
originals or copies, and whether or not legal protection has been
obtained or sought under applicable law. Employee shall treat all
such information as Confidential Information regardless of its
source and whether or not marked as confidential.
	 
	 	(b)	 	Employee Shall Not Disclose Confidential Information. The
Employee will not, during the term of Employee’s employment or
following the termination of Employee’s employment with the Company,
use, show, display, release, discuss, communicate, divulge or
otherwise disclose Confidential Information to any person, firm,
corporation, association, or other entity for any reason or purpose
whatsoever, without the prior written consent or authorization of
the Company.
	 
	 	(c)	 	Scope. Employee’s covenant in Subsection 5(b) to not
disclose Confidential Information shall not apply to information
which, at the time of such disclosure, may be obtained from sources
outside of the Company, its agents, lawyers or accountants, so long
as those sources did not receive the information directly or
indirectly as the result of Employee’s action. In addition, nothing
contained herein shall prevent Employee from disclosing information
as set forth under Subparagraph 5(e) or to governmental agencies
under circumstances that which he, as an officer of the Company
would be normally expected or required to disclose to such agencies
in order to advance the interests of the Company.
	 
	 	(d)	 	Title. All documents or other tangible or intangible
property relating in any way to the business of the Company which
are conceived or generated by Employee or come into Employee’s
possession during the employment period shall be and remain the
exclusive property of the Company, and Employee agrees to return all
such documents, and tangible and intangible property, including, but
not limited to, all records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables,
magnetic tapes, computer disks, calculations or copies thereof,
which are the property of the Company or which relate in any way to
the business, customers, products, practices or techniques of the
Company, and all other property of the Company, including, but not
limited to, all documents which in whole or in part contain any
Confidential Information which in any of these cases are in
Employee’s possession or under Employee’s control, to the Company
upon the termination of Employee’s employment with the



 






 




	 	 	 	Company, or at such earlier time as the Company may request him to
do so.
	 
	 	(e)	 	Compelled Disclosure. In the event a third party seeks to
compel disclosure of Confidential Information by the Employee by
judicial or administrative process, the Employee shall promptly
notify the Board of such occurrence and furnish to the Board a copy
of the demand, summons, subpoena or other process served upon the
Employee to compel such disclosure, and will permit the Company to
assume, at its expense, but with the Employee’s cooperation, defense
of such disclosure demand. In the event that the Company refuses to
contest such a third party disclosure demand under judicial or
administrative process, or a final judicial order is issued
compelling disclosure of Confidential Information by the Employee,
the Employee shall be entitled to disclose such information in
compliance with the terms of such administrative or judicial process
or order.




	6.	 	Employee Acknowledgments. Employee acknowledges that:




	 	(a)	 	the success of the Company depends, to a great extent, on its
ability to protect its Confidential Information from unauthorized
disclosure, use or publication; and
	 
	 	(b)	 	the Company is and will be entrusting Employee with this
valuable information.




	7.	 	Employee Representations and Warranties.




	 	(a)	 	Performance of the terms of this Agreement as an employee of
the Company does not and will not cause Employee to breach any
agreement, commitment or understanding Employee has with any other
party, whether formal or informal, or to keep in confidence
proprietary information of such other party which Employee acquired
or learned prior to Employee’s employment by the Company;
	 
	 	(b)	 	Employee has not brought and will not bring to the Company,
or use for the benefit of the Company, any materials or documents of
a former employer (which, for purposes of this Section, shall also
include persons, firms, corporations and other entities for which
Employee has acted as an independent contractor or consultant) that
are not generally available to the public or to the trade, unless
Employee has obtained written authorization from any such former
employer permitting Employee to retain and use said materials or
documents; and
	 
	 	(c)	 	With respect to any materials or documents that Employee may
bring to the Company for use in the course of Employee’s employment,
Employee’s or the Company’s use of such materials or documents will
not violate the intellectual property rights of any former employer
of Employee, or any other party.




	8.	 	Covenants Not to Compete.




	 	(a)	 	During Employee’s employment by the Company, and for a period
of which is the greater of six months after the termination of
Employee’s employment or the period over which Employee is receiving
compensation from the Company (computed as provided in Subsection
4(f)) following termination, Employee will not, either directly or
indirectly, either alone or on concert with others, contact, solicit
or entice or, in any way divert or attempt to divert, any customer
or supplier to do, or for the purpose of doing, business with any
business entity in competition with the Company, if Employee’s
knowledge of the identity of, and other pertinent information about,
any such customer or supplier was learned by Employee in the course
and scope of Employee’s employment by the Company, and could not
otherwise be obtained from public sources or records. A business
entity will be deemed to be in competition if it engages in the
marketing of and



 






 




	 	 	 	providing services relating to insulation installment or removal or
hazardous waste remediation, including mold, air quality and
asbestos remediation.
	 
	 	(b)	 	During Employee’s employment by the Company, Employee agrees
not to plan or otherwise take any preliminary steps, either alone or
in concert with others, to set up or engage in any business
enterprise that would be in competition with the Company. For a
period of six months after termination of Employee’s employment,
Employee will not accept any employment or engage in any activities
which the Company determines in good faith to be competitive with
the Company, if the loyal and complete fulfillment of the duties of
Employee’s competitive employment or activities would inherently
call upon Employee to disclose or use the contents of any of the
Company’s Confidential Information which has been entrusted to
Employee during Employee’s employment by the Company.
	 
	 	(c)	 	Nothing contained in this Agreement shall be construed to
prevent Employee from engaging in a lawful profession, trade or
business after the termination of Employee’s employment with the
Company. This Agreement shall be construed only as one which
prohibits Employee from engaging in acts which are unfair to the
Company, and which are in violation of the confidence and trust
reposed in Employee by the Company with respect to its Confidential
Information.




	9.	 	Solicitation of Company Employees. During Employee’s employment by the
Company, and for one year immediately following the termination of such
employment, Employee will not, directly or indirectly, alone or in concert
with others, solicit any of the Company’s employees for employment or
other engagement by any other company which is, by any reasonable
standard, in competition with the Company. Employee understands that the
above restraint is necessary in order to reduce the risk that the
Company’s Confidential Information, will be disclosed to and used by its
competitors to its detriment.
	 
	10.	 	Communication with Subsequent Employer. Upon the termination of
Employee’s employment, Employee hereby authorizes the Company to notify
any other party, including without limitation, Employee’s future
employers, future partners and customers of the Company, as to the
existence of this Agreement, and the existence of Employee’s covenants and
responsibilities with respect to the Confidential Information entrusted to
Employee hereunder.
	 
	11.	 	Breach of Restrictive Covenants.




	 	(a)	 	It is agreed that it would be difficult or impossible to
ascertain the measure of damages to the Company resulting from any
breach of Sections 5, 8 or 9, and that injury to the Company from
any such breach may be irremediable, and that money damages
therefore may be an inadequate remedy. In the event of a breach or
threatened breach by the Employee of the provisions of any of such
Sections, the Company shall be entitled to specific performance of
such Sections and may seek a temporary or permanent injunction to
enjoin the Employee from breaching such Sections, in addition to any
other rights or remedies that the Company may have available under
applicable law for such breach or threatened breach, including the
recovery of damages.
	 
	 	(b)	 	Survival of Restrictive Covenant. The obligations of
Employee under the provisions of Sections 5, 8 and 9, and other
clearly applicable provisions of this Agreement shall survive the
expiration of the term of Employee’s employment hereunder, and shall
be binding upon the Employee following the termination of Employee’s
employment with the Company.



 






 






	12.	 	Affiliate. The term “Company” when used in this Agreement shall mean in
addition to the Company, any affiliate of the Company. The terms
“affiliate” or “affiliates” when used in this Agreement shall mean any
corporation that controls the Company, or is controlled by the Company, or
is under common control with the Company.
	 
	13.	 	Entire Agreement; Modification. This Agreement constitutes the full and
complete understanding and agreement of the parties with respect to the
employment of the Employee by the Company, and supersedes any prior
understanding or agreement between the parties relating thereto. No
amendment, waiver or modification of any provision of this Agreement shall
be binding unless made in writing and signed by the parties hereto.
	 
	14.	 	Assignment. The rights and benefits of the Company and its permitted
assigns under this Agreement shall be fully assignable and transferable to
any other entity (subject to that entities assumption of the obligations
hereunder):




	 	(a)	 	which is an affiliate of the Company; or
	 
	 	(b)	 	which is not an affiliate and with which the Company has
merged or consolidated, or to which it may have sold substantially
all its assets in a transaction in which it has assumed the
liabilities of the Company under this Agreement;
	 
	 	 	 	and in the event of any such assignment or transfer, all covenants
and agreements hereunder shall inure to the benefit of, and be
enforceable by or against the successors and assigns of the
Company. This Agreement is a personal service contract and shall
not be assignable by the Employee, but all obligations and
agreements of the Employee hereunder shall be binding upon and
enforceable against the Employee and Employee’s personal
representatives, heirs, legatees and devisees.




	15.	 	Notices. To be effective, all notices, consents or other communications
required or permitted hereunder shall be in writing. A written notice or
other communication shall be deemed to have been given hereunder (i) if
delivered by hand, when the notifying party delivers such notice or other
communication to all other parties to this Agreement, (ii) if delivered by
facsimile or overnight delivery service, on the first business day
following the date such notice or other communication is transmitted by
facsimile or timely delivered to the overnight courier, or (iii) if
delivered by mail, on the third business day following the date such
notice or other communication is deposited in the U.S. mail by certified
or registered mail addressed to the other party. Mailed or telecopied
communications shall be directed as follows unless written notice of a
change of address or facsimile number has been given in writing in
accordance with this Section:



 






 






	 	 	 	 	 
	 	 	
If to Company or Entrx:
	 	Metalclad Corporation
	 	 	 	 	Entrx Corporation
	 	 	 	 	Suite 2690
	 	 	 	 	800 Nicollet Mall
	 	 	 	 	Minneapolis, MN 55402
	 	 	 	 	Facsimile No. (612)                                         
	 	 	 	 	ATTN: Wayne W. Mills
	 	 	 	 	 
	 	 	
With a copy to:
	 	Felhaber Larson Fenlon & Vogt, PA
	 	 	 	 	225 South 6th Street, Suite 4200
	 	 	 	 	Minneapolis, MN 55402-4302
	 	 	 	 	Facsimile No. (612) 338-4608
	 	 	 	 	ATTN: Roger H. Frommelt, Esq.
	 	 	 	 	 
	 	 	
If to Employee:
	 	Geoffrey B. Larson
	 	 	 	 	1817 Country Club Drive
	 	 	 	 	Placerville, CA 95667
	 	 	 	 	Facsimile No.

                  
     
              
	 	 	 	 	 
	 	 	
With a Copy To:
	 	                                                               
	 	 	 	 	                                                               
	 	 	 	 	                                                    
	 	 	 	 	Facsimile No. (     )                                




	16.	 	Waiver. No waiver of any term, condition or covenant of this Agreement
by a party shall be deemed to be a waiver of any subsequent breaches of
the same or other terms, covenants or conditions hereof by such party.
	 
	17.	 	Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and all such counterparts shall
constitute one instrument.
	 
	18.	 	Construction. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective or valid under applicable
law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
	 
	19.	 	Applicable Law. This Agreement, and the legal relations between the
parties, shall be governed by, and construed in accordance with, the laws
of the state of California without regard to conflicts of law doctrines.
	 
	20.	 	Arbitration. All disputes or claims arising out of, or in any way
relating to this Agreement shall be submitted to and determined by final
and binding arbitration under the rules of the American Arbitration
Association. Arbitration proceedings may be initiated by either party
hereto upon notice to the other party and to the American Arbitration
Association, and shall be conducted by three arbitrators under the rules
of the American Arbitration Association in Minneapolis, Minnesota;
provided, however, that the parties may agree following the giving of such
notice to have the arbitration proceeding conducted with a single
arbitrator. The notice must specify in general the issues to be resolved
in any such arbitration proceeding. The arbitrators shall be selected by
agreement of the parties from a list of five or more arbitrators proposed
to the parties by the American Arbitration Association, or may be persons
not on such list as agreed to by the parties to such arbitration. If the
parties to the arbitration proceeding fail to agree on one or more of the
persons to serve as arbitrators within fifteen days after delivery to each
party hereto of the list as proposed by the American Arbitration
Association, then at



 






 




	 	 	the request of any party to such proceeding, such arbitrators shall
be selected at the discretion of the American Arbitration
Association. Where the arbitrators shall determine that an
arbitration proceeding was commenced by a party frivolously or
without a basis, or primarily for the purpose of harassment or
delay, the arbitrators may assess such party the cost of such
proceedings including reasonable attorneys’ fees of any other party.
In all other cases, each party to the arbitration proceeding shall
bear its own costs and its pro-rata share of the fees and expenses
charged by the arbitrators and the American Arbitration Association
in connection with any arbitration proceeding.
	 
	21.	 	Attorneys Fees. In the event a judgment is entered against any party
hereto in a court of competent jurisdiction based upon a breach of the
terms of this Agreement, the prevailing party shall be entitled to
receive, as part of any award, the amount of reasonable attorney’s fees
and expenses incurred by the prevailing party in such action a party shall
be deemed to have prevailed if the judgment entered (without including
attorney’s fees and expenses) is more favorable to that party than any
offer of settlement made to that party within twenty days after the
services of the complaint in such action.
	 
	22.	 	Representation by Counsel; Interpretation. The Company, Entrx and
Employee each acknowledge that each party to this Agreement has been
encouraged, and has had the opportunity, to be represented by counsel in
connection with this Agreement and the matters contemplated by this
Agreement, and has either done so, or waived his or its right to do so.
Accordingly, any rule of law, including but not limited to Section 1654 of
the California Civil Code, or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived. The
provisions of this Agreement shall be interpreted in a reasonable manner
to effect the intent of the parties.



     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
of the date first above written.



	 	 	 	 	 
	
Metalclad Insulation Corporation
	 	Employee
	 
	By:	 	
/s/ Bruce H. Haglund

Bruce H. Haglund, Director
	 	/s/  Geoffrey B. Larson

Geoffrey B. Larson
	 
	
Entrx Corporation	 	 
	 
	By:	 	
/s/ Wayne W. Mills

Wayne W. Mills, President