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EXHIBIT 4.1

|             |  |             
|------------ |  | ------------
|COMMON STOCK |  | COMMON STOCK

(ENTRX LOGO)

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


|                                    |  |                                      
|----------------------------------- |  | -------------------------------------
|See Reverse For
Certain Definitions |  | CUSIP 293850 10 3                    
|                                    |  |                                      
|THIS CERTIFIES THAT                 |  | is the owner and registered holder of



FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.10 PAR VALUE OF

| |  |                   |  | 
| |  | ----------------- |  | 
| |  | ENTRX CORPORATION |  | 

transferable only on the books of the Corporation by the holder hereof in
person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by the Transfer
Agent and Registrar.

WITNESS the facsimile signatures of its duly authorized officers.

Dated:

|                 |  |                   
|---------------- |  | ------------------
|(ILLEGIBLE)      |  | (ILLEGIBLE)       
|/s/ Brian Niebur |  | /s/ Wayne W. Mills
|SECRETARY        |  | PRESIDENT         

COUNTERSIGNED AND REGISTERED:AMERICAN STOCK TRANSFER
& TRUST COMPANY
TRANSFER AGENT AND REGISTRAR

BY



| | AUTHORIZED SIGNATURE
| | --------------------





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The Corporation is authorized to issue 5,000,000 shares of $1.00 par
value preferred stock, and, by resolution of the board of directors, to
designate and issue one or more series of the preferred stock, and to
designate the relative rights, powers, preferences, qualifications,
limitations and restrictions (referred to as the Terms) thereof. The
Corporation will furnish, without charge to any shareholders who so
request, the Terms of each series of preferred stock designated.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

|        |   |                                                                          |  |                     |  |                                   |  |  |         |  |  |  |  | 
|------- | - | ------------------------------------------------------------------------ |  | ------------------- |  | --------------------------------- |  |  | ------- |  |  |  |  | 
|TEN COM |  | as tenants in common                                                     |  | UNIF GIFT MIN ACT  |  | Custodian                        
|        |   |                                                                          |  |                     |  |                                  
|        |   |                                                                          |  |                     |  | (Cust)                            |  |  | (Minor) | 
|TEN ENT |  | as tenants by the entireties                                             |  |                     |  | under Uniform Transfers to Minors
|        |   |                                                                          |  |                     |  |                                   |  |  |         |  |  |  |  | 
|JT TEN  |  | as joint tenants with right of
survivorship and not as tenants in common |  |                     |  | Act                               |  |  |         |  |  |  |  | 
|        |   |                                                                          |  |                     |  |                                   |  |  |         |  | 
|        |   |                                                                          |  |                     |  | (State)                           |  |  |        
|        |   | Additional abbreviations may also be
used though not in the above list.  |  |                     |  |                                   |  |  |        

For value received
hereby sell, assign and transfer unto

|                                                                      | 
|--------------------------------------------------------------------- | 
|PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE | 
|                                                                      | 
|                                                                      | 



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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE




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|                                                                                                                         |         
|------------------------------------------------------------------------------------------------------------------------ | --------
|                                                                                                                         | Shares  
|                                                                                                                         |         
|of the capital stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint            
|                                                                                                                         |         
|                                                                                                                        
|                                                                                                                         | Attorney
|                                                                                                                         |         
|to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.



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|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated |  |                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                  
|      |  | NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

SIGNATURE GUARANTEED BY: