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Exhibit 10.27 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT(this Agreement) is made as of December 3, 2003, by and
between Entrx Corporation, a Delaware corporation (Entrx or Pledgor), and
Pandora Select Partners L.P., a British Virgin Islands limited partnership, as
secured party (the Pledgee). RECITALS A.     Entrx and Pledgee have entered into a Purchase Agreement of this date,
pursuant to which Pledgee has agreed to purchase a $1,300,000 face amount
promissory note from Entrx (the Note) in consideration of a $1,300,000 loan
by Pledgee (the Loan); B.     The Note is convertible into shares of Entrx Common Stock (the Common
Stock) and Entrx may repay a portion of the Note by issuance of additional
shares of its Common Stock; C.     As a further condition of making the Loan, the Pledgee has required Entrxs
Chief Executive Officer, Wayne W. Mills (Mills) to personally guarantee
Entrxs payment and obligations under the foregoing (the Mills Guaranty);
and D.     As a condition of making the Loan, the Pledgee has required Entrx to (i)
issue the Pledgee a warrant of this date to purchase additional shares of Entrx
Common Stock (the Warrant), (ii) agree to register the shares of Common Stock
issuable upon exercise of the Warrant and upon conversion of the Note or in
payment thereof pursuant to a Registration Rights Agreement of this date (the
"Registration Rights Agreement) and (iii) to pledge certain third party
securities as described on Exhibit A hereto (together with the rights described
herein, the Collateral) as security for the due and prompt payment of all
amounts under the Note and the due and prompt performance of all obligations
under the Warrant, the Registration Rights Agreement and the Mills Guaranty;
NOW, THEREFORE, in consideration of the agreements herein and in reliance upon
the representations and warranties set forth herein and therein, the parties
agree as follows: ARTICLE 1.
DEFINED TERMS 1.1 DEFINITIONS. Unless otherwise defined herein or unless the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided in the Uniform Commercial Code in effect
in the State of Minnesota (the UCC). In addition, the following terms when
used in this Agreement, including its preamble and recitals, shall have the
following meanings: Loan Documents means the Note, the Warrant, the Registration Rights
Agreement, the Mills Guaranty and this Agreement. Obligations means the payment and other performance obligations under
the Note. ARTICLE 2.
PLEDGE 2.1 GRANT OF SECURITY INTEREST. To secure the timely payment and
performance in full of the Obligations, Pledgor does hereby assign, grant and
pledge to Pledgee, all the estate, right, title and interest of Pledgor in, to
and under the equity interests in each of the entities (each a Pledged
Entity) described on Exhibit A hereto, whether now owned or later acquired or
created (collectively, the Pledged Equity Interests), including Pledgors
share of: (a) all rights to receive income, gain, profit, dividends and other
distributions allocated or distributed to Pledgor in respect of or in exchange
for all or any portion of such Pledged Equity Interests; (b) all of Pledgors capital or ownership interest, including capital
accounts, in each Pledged Entity, and all accounts, deposits or credits of any
kind with each Pledged Entity;




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(c) all of Pledgors voting rights in or rights to control or direct the
affairs of each Pledged Entity; (d) all of Pledgors rights, title and interest, as a member or
shareholder of each Pledged Entity, in, to or under any and all of each Pledged
Entitys assets or properties; (e) all other rights, title and interest in or to each Pledged Entity
derived from the Pledged Equity Interests; (f) all indebtedness or other obligations of each Pledged Entity owed to
Pledgor; (g) all claims of Pledgor for damages arising out of, or for any breach or
default relating to, any of the Pledged Equity Interests; (h) all rights of Pledgor to terminate, amend, supplement, modify, or
cancel, the governing documents of any Pledged Entity, to take all actions
thereunder and to compel performance and otherwise exercise all remedies
thereunder; (i) all securities, notes, certificates and other instruments representing
or evidencing any of the foregoing rights and interests or the ownership
thereof and any interest of Pledgor reflected in the books of any financial
intermediary pertaining to such rights and interests and all non-cash
dividends, cash, options, warrants, stock splits, reclassifications, rights,
instruments or other investment property and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such rights and interests; and (j) all proceeds of the foregoing Collateral, whether cash or non-cash; (all of the property above shall be collectively referred to as the
"Collateral). 2.2 DELIVERY OF CERTIFICATES.All certificates, notes and other
instruments representing or evidencing any Collateral (including the
certificates representing the Pledged Equity Interests described on Exhibit A
hereto) shall be delivered to and held by or on behalf of Pledgee, or its
designee pursuant hereto, in the manner set forth in Section 4.6 (Delivery of
Collateral; Proxy). 2.3 FINANCING STATEMENTS. (a) Pledgor hereby authorizes Pledgee to file all financing statements,
continuation statements, assignments, certificates, and other documents and
instruments with respect to the Collateral pursuant to the UCC and otherwise as
may be necessary or reasonably requested by Pledgee to perfect or from time to
time to publish notice of, or continue or renew the security interests granted
hereby (including, such financing statements, continuation statements,
certificates, and other documents as may be necessary or reasonably requested
to perfect a security interest in any additional property or rights hereafter
acquired by Pledgor or in any replacements, products or proceeds thereof), in
each case in form and substance satisfactory to Pledgee. (b) Pledgee will pay the cost of filing the same in all public offices
where filing is necessary or reasonably requested by Pledgee and will pay any
and all recording, transfer or filing taxes that may due in connection with any
such filing. Pledgor grants Pledgee the right, at any time and at Pledgees
option to file any or all such financing statements, continuation statements,
and other documents pursuant to the UCC and otherwise as Pledgee reasonably may
deem necessary or desirable.




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(c) Pledgor hereby authorizes the filing of any financing statements or
continuation statements, and amendments to financing statements, or any similar
document in any jurisdictions and with any filing offices as Pledgee may
reasonably determine are necessary or advisable to perfect the security
interest granted to Pledgee. Such financing statements may describe the
Collateral in the same manner as described herein or may contain an indication
or description of collateral that describes such property in any other manner
as Pledgee may reasonably determine is necessary, advisable or prudent to
ensure the perfection of the security interest in the Collateral granted to
Pledgee herein. 2.4 PLEDGOR REMAINS LIABLE. (a) Anything herein contained to the contrary notwithstanding, Pledgor
shall remain liable under the applicable articles or certificate of
incorporation, bylaws, operating or shareholder agreement or other constituent
documents (together, the Constituent Documents), to perform all of the
obligations undertaken by it thereunder, all in accordance with and pursuant to
the terms and provisions thereof, and, except as may be provided in the
agreements identified on Exhibit B hereto, Pledgee shall have no obligation or
liability under the such agreement by reason of or arising out of this
Agreement, nor, except as may be provided in the agreements identified on
Exhibit B hereto, shall Pledgee be required or obligated in any manner to
perform or fulfill any obligations of Pledgor thereunder or to make any
payment, or to make any inquiry as to the nature or sufficiency of any payment
received by it, or present or file any claim, or take any action to collect or
enforce the payment of any amounts which may have been assigned to it or to
which it may be entitled at any time or times. (b) If any default by Pledgor under any Constituent Document shall occur,
Pledgee shall, at its option, be permitted (but shall not be obligated) to
remedy any such default by giving written notice of such intent to Pledgor and
to the parties to such agreement. Any cure by Pledgee of Pledgors default
under such agreement shall not be construed as an assumption by Pledgee of any
obligations, covenants or agreements of Pledgor under the Constituent Document,
and Pledgee shall not incur any liability to Pledgor or any other Person as a
result of any actions undertaken by Pledgee in curing or attempting to cure any
such default. This Agreement shall not be deemed to release or to affect in
any way the obligations of Pledgor under any Constituent Document. 2.5 RETENTION OF CERTAIN RIGHTS. So long as Pledgee has not exercised
remedies with respect to the Collateral under and in accordance with this
Agreement, upon the occurrence and during the continuance of an Event of
Default, Pledgor reserves the right to exercise all voting rights with respect
to the Collateral; provided,that no vote shall be cast, right exercised or
other action taken which could materially impair the Collateral. ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF PLEDGOR Pledgor makes the following representations and warranties to and in favor of
Pledgee as of the date hereof. All of these representations and warranties
shall survive the execution and delivery of this Agreement: 3.1ORGANIZATION. Entrx: (a) is a corporation duly incorporated and validly existing and in good
standing under the laws of the State of Delaware; (b) is duly qualified, authorized to do business as a foreign corporation
in each jurisdiction where the character of its properties or the nature of its
activities makes such qualification necessary; and (c) has the corporate power (A) to enter into the Loan Documents and to
perform its obligations thereunder and to consummate the transactions
contemplated thereby (other than as to the Mills Guaranty), (B) to carry on its
business as now being conducted and as proposed to be conducted by it, (C) to
execute, deliver and perform this Agreement, (D) to take all action as may be
necessary to consummate the transactions contemplated hereunder and (E) to
grant the liens and security interest provided for in this Agreement.




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3.2 OFFICES, LOCATION OF COLLATERAL. The chief executive office or chief
place of business of Entrx is located at 800 Nicollet Mall, Suite 2690,
Minneapolis, Minnesota 55402. 3.3 TITLE AND LIENS.The Pledged Equity Interests owned by Pledgor (a)
have been duly authorized and validly issued and (b) are fully paid and
non-assessable. Pledgor has good, valid, and marketable title to, the
Collateral, free from all liens and encumbrances of any kind, except as
described on the attached Exhibit B. As a result of this Agreement, Pledgee
will have a first priority security interest in the Collateral. 3.4 UCC ARTICLE 8.All membership interests or shares in each Pledged
Entity that constitute Pledged Equity Interests are securities governed by
Article 8 of the UCC. 3.5 AUTHORIZATION; NO CONFLICT.Pledgor has duly authorized, executed and
delivered this Agreement and Pledgors execution and delivery hereof and its
consummation of the transactions contemplated hereby and the compliance with
the terms thereof: (a) does not or will not contravene the Constituent Documents of any
Pledged Entity or any other legal requirements applicable to or binding on
Pledgor which could reasonably be expected to have a material adverse effect
upon the Collateral or Pledgees rights therein; (b) does not or will not contravene or result in any breach of or
constitute any default, or result in or require the creation of any lien upon
any of Pledgors property, under any agreement or instrument to which Pledgor
is a party or by which it or any of its properties may be bound or affected;
and (c) does not or will not require the consent or approval of any third
party which has not already been obtained. 3.6 ENFORCEABILITY.This Agreement is a legal, valid and binding
obligation of Pledgor, enforceable against Pledgor in accordance with its
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors rights or by the effect of general
equitable principles. ARTICLE 4.
COVENANTS OF PLEDGOR Pledgor covenants to and in favor of Pledgee as follows: 4.1 COMPLIANCE WITH OBLIGATIONS.Pledgor shall perform and comply in all
material respects with all obligations and conditions on its part to be
performed with respect to the Collateral. 4.2 INFORMATION CONCERNING COLLATERAL.Pledgor shall, promptly upon
request, provide to Pledgee all information and evidence it may reasonably
request concerning the Collateral to enable Pledgee to enforce the provisions
of this Agreement. 4.3 DEFENSE OF COLLATERAL. Pledgor shall defend its title to the
Collateral and the interest of Pledgee in the Collateral pledged hereunder
against the claims and demands of all third parties whomsoever. 4.4 MAINTENANCE OF COLLATERAL. Pledgor shall not (i) take any action to
terminate, modify or amend any Constituent Document of any Pledged Entity, (ii)
fail to deliver to Pledgee a copy of each demand or notice received or given by
it relating to any Constituent Document of any Pledged Entity which could
reasonably be expected to have a material adverse effect upon the Collateral or
Pledgees rights therein or (iii) sell, contract to sell, assign, transfer or
dispose of any of the Collateral.




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4.5 EVENTS OF DEFAULT. Pledgor shall give to Pledgee prompt notice of any
material default under any Constituent Document of any Pledged Entity of which
Pledgor has knowledge or has received notice. 4.6 DELIVERY OF COLLATERAL; PROXY. All certificates or instruments
representing or evidencing the Collateral shall be delivered to and held by or
on behalf of Pledgee pursuant hereto. All such certificates or instruments
shall be in suitable form for transfer by delivery, or shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance acceptable to Pledgee. Subject to its obligations as may be provided
in the agreements identified on Exhibit B hereto, Pledgee shall have the right,
at any time in its discretion and without prior notice to Pledgor, following
the occurrence and during the continuation of an Event of Default, to transfer
to or to register in the name of Pledgee or any of its nominees any or all of
the Collateral and to exchange certificates or instruments representing or
evidencing Collateral for certificates or instruments of smaller or larger
denominations; provided, however,that once such Event of Default has been
cured, Pledgee will promptly transfer to or register in the name or cause its
nominees to transfer to or register in the name of Pledgor all such Collateral.
In furtherance of the foregoing, Pledgor shall further execute and deliver to
Pledgee as to each of the Pledged Equity Interests a proxy in the form attached
hereto as Exhibit C. 4.7 PRESERVATION OF VALUE; LIMITATION OF LIENS. Pledgor shall not take
any action in connection with the Collateral which would impair in any material
respect the interests or rights of Pledgee therein or with respect thereto,
except as expressly permitted hereby; provided, however,that nothing in this
Agreement shall prevent Pledgor, prior to the exercise by Pledgee of any rights
pursuant to the terms hereof, from undertaking Pledgors operations in the
ordinary course of business. Pledgor shall not directly or indirectly create,
incur, assume or suffer to exist any liens on or with respect to all or any
part of the Collateral (other than the lien created by this Agreement).
Pledgor shall at its own cost and expense promptly take such action as may be
necessary to discharge any such liens. 4.8 NO OTHER FILINGS. Pledgor shall not file or authorize or permit to be
filed in any jurisdiction any financing statements under the UCC or any like
statement relating to the Collateral. 4.9 MAINTENANCE OF RECORDS. Pledgor shall, at all times, keep accurate
and complete records of the Collateral. Pledgor shall permit representatives
of Pledgee, upon reasonable prior notice, at any time during normal business
hours of Pledgor to inspect and make abstracts from Pledgors books and records
pertaining to the Collateral. Upon the occurrence and during the continuation
of any Event of Default, at Pledgees request, Pledgor shall promptly deliver
copies of any and all such records to Pledgee. 4.10 PAYMENT OF TAXES. Pledgor shall pay or cause to be paid, before any
fine, penalty, interest or cost attaches thereto, all taxes, assessments and
other governmental or non-governmental charges or levies (other than those
taxes that it is contesting in good faith and by appropriate proceedings, and
in respect of which it has established adequate reserves for such taxes) now or
hereafter assessed or levied against the Collateral pledged by it hereunder and
shall retain copies of, and, upon request, permit Pledgee to examine receipts
showing payment of any of the foregoing. 4.11 NAME; JURISDICTION OF ORGANIZATION. Pledgor shall give Pledgee at
least 30 days prior written notice before Pledgor changes its name,
jurisdiction of organization or entity type and shall at the expense of Pledgor
execute and deliver such instruments and documents as may be required by
Pledgee or applicable legal requirements to maintain a first perfected security
interest in the Collateral. 4.12 PROCEEDS OF COLLATERAL. Pledgor shall, at all times, keep pledged to
Pledgee pursuant hereto all Collateral and all dividends, distributions,
interest, principal and other proceeds received by Pledgee with respect
thereto, and all other Collateral and other securities, instruments, proceeds
and rights from time to time received by or distributable to Pledgor in respect
of any Collateral and shall not permit any issuer of such Collateral




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to issue any shares of stock or other equity interests which shall not
have been immediately duly pledged to Pledgee hereunder. ARTICLE 5.
RIGHTS AND REMEDIES 5.1 EVENT OF DEFAULT DEFINED. Any event of default under the Note shall
constitute an Event of Default hereunder. 5.2 REMEDIES UPON EVENT OF DEFAULT. (a) During any period during which an Event of Default shall have occurred
and be continuing, Pledgee may (but shall be under no obligation to), directly
or by using agent or broker: (i) in connection with any acceleration and foreclosure, vote or exercise
any and all of Pledgors rights or powers incident to its ownership of the
Pledged Equity Interests, including any rights or powers to manage or control
the Pledged Entity; (ii) proceed to protect and enforce the rights vested in it by this
Agreement and under the UCC; (iii) cause all moneys and other property pledged as security to be paid
and/or delivered directly to it, and demand, sue for, collect and receive any
such moneys and property; (iv) cause any action at law or suit in equity or other proceeding to be
instituted and prosecuted to collect or enforce any Obligations of Pledgor or
rights included in the Collateral, or for specific enforcement of any covenant
or agreement contained herein, or in aid of the exercise of any power therein
or herein granted, or for any foreclosure hereunder and sale under a judgment
or decree in any judicial proceeding, or to enforce any other legal or
equitable right vested in it by this Agreement or by law; (v) foreclose or enforce any other agreement or other instrument by or
under or pursuant to which the Obligations of Pledgor are issued or secured; (vi) subject to Section 5.2(b), sell, lease or otherwise dispose of any or
all of the Collateral, in one or more transactions, at such prices as Pledgee
may deem best, and for cash or on credit or for future delivery, without
assumption of any credit risk, at any brokers board or at public or private
sale, without demand of performance or notice of intention to sell, lease or
otherwise dispose of, or of time or place of disposition (except such notice as
is required by applicable statute and cannot be waived), it being agreed that
Pledgee may be a purchaser or lessee on its own behalf at any such sale and
that Pledgee or anyone else who may be the purchaser, lessee or recipient for
value of any or all of the Collateral so disposed of shall, upon such
disposition, acquire all of the Pledgors rights therein. Pledgee may adjourn
any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for the same, and such sale may,
without further notice or publication, be made at any time or place to which
the same may be so adjourned. If Pledgee sells any of the Collateral upon
credit, Pledgor will be credited only with payments actually made by the
purchaser, received by Pledgee and applied to the indebtedness of the
purchaser. In the event the purchaser fails to pay for the Collateral, Pledgee
may resell the Collateral and the Pledgor shall be credited with the proceeds
of the sale; (vii) incur expenses, including reasonable attorneys fees, consultants
fees, and other costs appropriate to the exercise of any right or power under
this Agreement;




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(viii) perform any obligation of Pledgor hereunder and make payments,
purchase, contest or compromise any encumbrance, charge, or lien, and pay taxes
and expenses; (ix) make any reasonable compromise or settlement deemed desirable with
respect to any or all of the Collateral and extend the time of payment, arrange
for payment installments, or otherwise modify the terms of, any or all of the
Collateral; (x) secure the appointment of a receiver of any or all of the Collateral; (xi) exercise any other or additional rights or remedies granted to
Pledgee under any other provision of this Agreement or exercisable by a secured
party under the UCC, whether or not the UCC applies to the affected Collateral,
or under any other applicable law and take any other action which Pledgee deems
necessary or desirable to protect or realize upon its security interest in the
Collateral or any part thereof; and/or (xii) appoint a third party (who may be an employee, officer or other
representative of Pledgee) to do any of the foregoing, or take any other action
permitted hereunder, on behalf of Pledgee. (b) If, pursuant to any law, prior notice of any action described in
Section 5.2(a) is required to be given to Pledgor, Pledgor hereby acknowledges
that the minimum time required by such law, or if no minimum is specified, ten
days, shall be deemed a reasonable notice period. (c) Reserved. (d) Any action or proceeding to enforce this Agreement may be taken by
Pledgee either in Pledgors name or in Pledgees name, as Pledgee may deem
necessary. (e) All rights of marshaling of assets of Pledgor, including any such
right with respect to the Collateral, are hereby waived by Pledgor. (f) Pledgee shall incur no liability as a result of the sale of any or all
of the Collateral at any private sale pursuant to Section 5.2(a) conducted in a
commercially reasonable manner. Pledgor hereby waives any claims against
Pledgee arising by reason of the fact that the price at which any or all of the
Collateral may have been sold at such a private sale was less than the price
that might have obtained at a public sale or was less than the aggregate amount
of the Obligations, even if Pledgee accepts the first offer received and does
not offer the Collateral to more than one offeree. 5.3 ATTORNEY-IN-FACT. Upon the occurrence and during the continuation of
an Event of Default, Pledgor hereby irrevocably constitutes and appoints
Pledgee its true and lawful attorney-in-fact to enforce all rights of Pledgor
with respect to the Collateral, including the right to give appropriate
receipts, releases and satisfactions for and on behalf of and in the name of
Pledgor or, at the option of Pledgee, in the name of Pledgee, with the same
force and effect as Pledgor could do if this Agreement had not been made. If
Pledgee shall so elect after the occurrence and during the continuation of an
Event of Default hereunder, Pledgee shall have the right at all times to
settle, compromise, adjust, or liquidate all claims or disputes directly with
Pledgor or any obligor of Pledgor upon such terms and conditions as Pledgee may
determine in its sole discretion, and to charge all costs and expenses thereof
(including reasonable attorneys fees and charges) to Pledgors account and to
add them to the Obligations whereupon such costs and expenses shall be and
become part of the Obligations. This power of attorney is a power coupled with
an interest and shall be irrevocable. 5.4 EXPENSES; INTEREST. All costs and expenses (including reasonable
attorneys fees and expenses) incurred by Pledgee in connection with exercising
any actions taken under Article 5, together with interest




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thereon (to the extent permitted by law) computed at a rate of 18% per
annum (or if less, the maximum rate permitted by law) from the date on which
such costs or expenses are payable to the date of payment thereof, shall
constitute part of the Obligations secured by this Agreement and shall be paid
by Pledgor to Pledgee within ten (10) days after written demand. 5.5 NO IMPAIRMENT OF REMEDIES. If under applicable law, Pledgee proceeds
by either judicial foreclosure or by non-judicial sale or enforcement, Pledgee
may, at its sole option, determine which of its remedies or rights to pursue
without affecting any of its rights and remedies under this Agreement. If, by
exercising any right and remedy, Pledgee forfeits any of its other rights or
remedies, including any right to enter a deficiency judgment against Pledgor or
any third party (whether because of any applicable law pertaining to election
of remedies or the like), Pledgor nevertheless hereby consents to such action
by Pledgee. To the extent permitted by applicable law, Pledgee also waives any
claim based upon such action, even if such action by Pledgee results in a full
or partial loss of any rights of subrogation, indemnification or reimbursement
which Pledgor might otherwise have had but for such action by Pledgee or the
terms herein. Any election of remedies which results in the denial or
impairment of the right of Pledgee to seek a deficiency judgment against any
third party shall not, to the extent permitted by applicable law, impair
Pledgors obligations hereunder. If Pledgee bids at any foreclosure or
trustees sale or at any private sale permitted by law or this Agreement,
Pledgee may bid all or less than the amount of the Obligations. To the extent
permitted by applicable law, the amount of the successful bid at any such sale,
whether Pledgee or any other party is the successful bidder, shall be
conclusively deemed to be the fair market value of the Collateral and the
difference between such bid amount and the remaining balance of the Obligations
shall be conclusively deemed to be the amount of the Obligations. ARTICLE 6.
CERTAIN WAIVERS 6.1 MODIFICATION OF OBLIGATIONS. Pledgors liability hereunder shall not
be reduced, limited, impaired, discharged or terminated if Pledgee at any time
with Pledgors consent (or, to the extent permissible by the terms of the Loan
Documents and law, without notice to or demand of the Pledgor): (a) renews, extends, accelerates, increases the rate of interest on, or
otherwise changes the time, place, manner or terms, or otherwise modifies any
of the Obligations (including any payment terms); (b) extends or waives the time for Pledgors performance of, or compliance
with, any term, covenant or agreement on its part to be performed or observed
under the Loan Documents, or waives such performance or compliance or consent
to a failure of, or departure from, such performance or compliance; (c) settles, compromises, releases or discharges, or accepts or refuses
any offer of performance with respect to, or substitutions for, any of the
Obligations or any agreement relating thereto and/or subordinates the payment
of the same to the payment of any other obligations; (d) requests and accepts other guaranties of any of the Obligations and
takes and holds security for the payment hereof or any of the Obligations; (e) releases, surrenders, exchanges, substitutes, compromises, settles,
rescinds, waives, alters, subordinates or modifies, with or without
consideration, any security for payment of any of the Obligations, any other
guaranties of any of the Obligations, or any other obligation of any third
party with respect to any of the Obligations, including the Mills Guaranty; (f) to the extent permitted by law, enforces and applies any security, if
any, now or hereafter held by or for the benefit of Pledgee in respect hereof
or any of the Obligations and directs the order or manner of sale thereof, or
exercises any other right or remedy that Pledgee may have against any such
security, in each case as




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Pledgee in its discretion may determine, including foreclosure on any
collateral pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable; or (g) exercise any other rights available to it under any of the Loan
Documents, at law or in equity. 6.2 SECURITY INTEREST ABSOLUTE. All rights of Pledgee and the security
interests hereunder, and all obligations of Pledgor hereunder, shall be
absolute and unconditional irrespective of: (a) any failure or omission to assert or enforce or agreement or election
not to assert or enforce, or the stay or enjoining, by order of court, by
operation of law or otherwise, of the exercise or enforcement of, any claim or
demand or any right, power or remedy (whether arising under any Loan Document,
at law, in equity or otherwise) with respect to any of the Obligations or any
agreement relating thereto, or with respect to any other guaranty of or
security for the payment of any of the Obligations; (b) any rescission, waiver, amendment or modification of, or any consent
to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, in any other Loan Document or any
agreement or instrument executed pursuant thereto, or of any other guaranty or
security for any of the Obligations, in each case, whether or not in accordance
with the terms hereof or any other Loan Document or any agreement relating to
such other guaranty or security; (c) any of the Obligations, or any agreement relating thereto, at any time
being found to be illegal, invalid or unenforceable in any respect; (d) the application of payments received from any source (other than
payments received from the proceeds of any security for any of the Obligations,
except to the extent such security also serves as collateral for indebtedness
other than the Obligations) to the payment of indebtedness other than the
Obligations, even though Pledgee might have elected to apply such payment to
any part or all of the Obligations; (e) Pledgees consent to the change, reorganization or termination of the
corporate structure or existence of Pledgor or any Pledged Entity and to any
corresponding restructuring of any of the Obligations; (f) any defenses, set-offs or counterclaims which the Pledgor may allege
or assert against Pledgee in respect of any of the Obligations, including
failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury; and (g) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of
Pledgor as an obligor in respect of any of the Obligations. 6.3 CERTAIN WAIVERS. Pledgor hereby waives any and all defenses afforded
to a surety, including promptness, diligence, notice of acceptance and any
other notice with respect to any of the Obligations and this Agreement and any
requirement that Pledgee protect, secure, perfect or insure any security
interest or lien, or any property subject thereto, or exhaust any right or take
any action against Pledgor or any other third party (including Mills or any
other guarantor) or entity or any collateral securing any of the Obligations,
as the case may be. 6.4 POSTPONEMENT OF SUBROGATION. Pledgor agrees that it will not exercise
any rights which it may acquire by way of rights of subrogation under this
Agreement, by any payment made hereunder or otherwise, while this Agreement is
in effect. Any amount paid to Pledgor on account of any such subrogation
rights prior to such time shall be held in trust for Pledgee and shall
immediately be paid to Pledgee and credited and




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applied against the Obligations. Any time after this Agreement has
terminated and if Pledgor has made payment to Pledgee of all of the
Obligations, then, at Pledgors request, Pledgee will execute and deliver to
Pledgor appropriate documents (without recourse and without representation or
warranty) necessary to evidence the transfer by subrogation to Pledgor of an
interest in the Obligations resulting from such payment by Pledgor. ARTICLE 7.
MISCELLANEOUS 7.1 NOTICES. Any communications, including notices and instructions,
between the parties hereto or notices provided herein to be given may be given
to the following addresses: If to Pledgee, in care of:  Whitebox Advisors, LLC
3033 Excelsior Boulevard, Suite 300
Minneapolis, Minnesota 55416
Attention: Jonathon Wood, Chief Financial Officer
Facsimile: (612) 253-6151 If to Pledgor:  Entrx Corporation
800 Nicollet Mall, Suite 2690
Minneapolis, Minnesota 55402
Attention: Wayne W. Mills, Chief Executive Officer
Facsimile: (612) 338-7332 All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be considered as properly given (a) if
delivered in person, (b) if sent by overnight delivery service (including
Federal Express, UPS, ETA, Emery, DHL, AirBorne and other similar overnight
delivery services), (c) in the event overnight delivery services are not
readily available, if mailed by first class United States mail, postage
prepaid, registered or certified with return receipt requested, (d) if sent by
telecopy or (e) if delivered by other electronic means (including electronic
mail) confirmed by telecopy or telephone. Any party shall have the right to
change its address for notice hereunder to any other location within the
continental United States by giving of 10 days notice to the other parties in
the manner set forth hereinabove. 7.2 DELAY AND WAIVER; REMEDIES CUMULATIVE. No failure or delay by Pledgee in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. Any waiver, permit, consent or approval of any kind or
character on the part of Pledgee of any breach or default under the Agreement
or any waiver on the part of Pledgee of any provision or condition of this
Agreement must be in writing and shall be effective only to the extent in such
writing specifically set forth. No right, power or remedy herein conferred
upon or reserved to Pledgee hereunder is intended to be exclusive of any other
right, power or remedy, and every such right, power and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right,
power and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. Resort to any or all
security now or hereafter held by Pledgee, may be taken concurrently or
successively and in one or several consolidated or independent judicial actions
or lawfully taken nonjudicial proceedings, or both.
ENTIRE AGREEMENT. This Agreement and any agreement, document or
instrument referred to herein integrate all the terms and conditions mentioned
herein or incidental hereto and supersede all oral negotiations and prior
writings in respect of the subject matter hereof.




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7.4 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, exclusive of its conflict
of laws rules. 7.5 SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. 7.6 HEADINGS. Paragraph headings have been inserted in this Agreement as
a matter of convenience for reference only and it is agreed that such paragraph
headings are not a part of this Agreement and shall not be used in the
interpretation of any provision of this Agreement. 7.7 WAIVER OF JURY TRIAL. PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF PLEDGEE. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PLEDGEE TO MAKE THE LOAN. 7.8 CONSENT TO JURISDICTION. Each party hereto agrees that any legal
action or proceeding with respect to or arising out of this Agreement may be
brought in or removed to the federal or state courts located in Hennepin
County, Minnesota, as Pledgee may elect. By execution and delivery of this
Agreement, each party hereto accepts, for themselves and in respect of their
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each of the parties hereto irrevocably consents to the service of
process out of any of the aforementioned courts in any manner permitted by law.
Nothing herein shall affect the right of Pledgee to bring legal action or
proceedings in any other competent jurisdiction. Each party hereto hereby
waives any right to stay or dismiss any action or proceeding under or in
connection with this Agreement brought before the foregoing courts on the basis
of forum non-conveniens. 7.9 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. 7.10 COUNTERPARTS. This Agreement may be executed in one or more
duplicate counterparts and when signed by all of the parties listed below,
shall constitute a single binding agreement. Delivery of an executed signature
page of this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart thereof. 7.11 BENEFIT OF AGREEMENT. Nothing in this Agreement, express or implied,
shall give or be construed to give, any Person other than the parties hereto
and their respective permitted successors, transferees and assigns any legal or
equitable right, remedy or claim under this Agreement, or under any covenants
and provisions of this Agreement, each such covenant and provision being for
the sole benefit of the parties hereto and their respective permitted
successors, transferees and assigns. 7.12 AMENDMENTS AND WAIVERS. No amendment, modification, termination or
waiver of any provision of this Agreement or consent to any departure therefrom
shall be effective unless the same shall be in writing and signed by each of
the parties hereto. Each amendment, modification, termination or waiver shall
be effective only in the specific instance and for the specific purpose for
which it was given. 7.13 SURVIVAL OF AGREEMENTS. The provisions regarding the payment of
expenses and indemnification obligations shall survive and remain in full force
and effect regardless of the termination of this Agreement pursuant to Section
7.14.




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7.14 RELEASE AND SATISFACTION. Upon the indefeasible payment (whether in
cash and/or other consideration which is satisfactory to Pledgee in its sole
discretion) and performance in full of the Obligations, (i) this Agreement and
the security interest created hereby shall terminate and (ii) upon written
request of Pledgor, Pledgee shall execute and deliver to Pledgor, at Pledgors
expense and without representation or warranty by or recourse to Pledgee,
releases and satisfactions of all financing statements, mortgages, notices of
assignment and other registrations of security. 7.15 REINSTATEMENT. This Agreement shall continue to be effective or be
automatically reinstated, as the case may be, if at any time any payment
pursuant to this Agreement is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy, reorganization, liquidation of
Pledgor or upon the dissolution of, or appointment of any intervenor or
conservator of, or trustee or similar official for, Pledgor or any substantial
part of Pledgors assets, or otherwise, all as though such payments had not
been made. 7.16 LIMITATION ON DUTY OF PLEDGEE WITH RESPECT TO THE COLLATERAL. The
powers conferred on Pledgee hereunder are solely to protect its interest in the
Collateral and shall not impose any duty on Pledgee or any of its designated
agents to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for monies actually received by
it hereunder, Pledgee shall have no duty with respect to any Collateral and no
implied duties or obligations shall be read into this Agreement against
Pledgee. Pledgee shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Collateral
is accorded treatment that is substantially equivalent to that which Pledgee
accords its own property, it being expressly agreed, to the maximum extent
permitted by applicable law, that Pledgee shall have no responsibility for (a)
taking any necessary steps to preserve rights against any parties with respect
to any Collateral or (b) taking any action to protect against any diminution in
value of the Collateral, but, in each case, Pledgee may do so and all expenses
reasonably incurred in connection therewith shall be part of the Obligations. IN WITNESS WHEREOF, the undersigned have hereunto affixed their
signatures. Pledgor:
    
    Pledgee:Entrx Corporation
    
    Pandora Select Partners L.P.By
    
    
    
    ByIts
    
    
    
    Its




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EXHIBIT A
PLEDGED EQUITY INTERESTS 33,800 shares of Series C Preferred Stock, no par value, of Catalytic
Solutions, Inc. and represented by Certificate Nos. C101 (10,000 shares), C102
(10,000 shares), C103 (10,000 shares), C104 (3,000 shares) and C107 (800
shares). 249,200 shares of Series A Preferred Stock of NextNet Wireless, Inc. and
represented by Certificate Nos. PA-53 (100,000 shares), PA-54 (100,000 shares),
PA-59 (20,000 shares), PA-60 (20,000 shares), PA-61 (5,000 shares) and PA-64
(4,200 shares).




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EXHIBIT B
ENCUMBRANCES ON COLLATERAL As to shares of NextNet Wireless, Inc.  Right of First Refusal Agreement dated September 21, 1998
Series A Preferred Stock Purchase Agreement dated September 21, 1998
Amended and Restated Investors Rights Agreement dated July 10, 2000
Amended and Restated Voting Agreement dated July 10, 2000 As to shares of Catalytic Solutions, Inc.  Amended and Restated Shareholders Agreement dated May 15, 2003




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EXHIBIT C
IRREVOCABLE PROXY The undersigned hereby appoints                   
(Pledgee), as Proxy with full power of substitution, and hereby authorizes
Pledgee to represent and vote (or to execute a consent in lieu of voting) all
33,800 shares of Series C Preferred Stock, no par value, of Catalytic
Solutions, Inc. as represented by Certificate Nos. C101 (10,000 shares), C102
(10,000 shares), C103 (10,000 shares), C104 (3,000 shares) and C107 (800
shares) (together with any other shares or securities issued pursuant to a
stock split or dividend, reorganization or other event affecting or relating to
any of the foregoing shares), owned by the undersigned on the date of exercise
hereof during the continuance of an Event of Default under, and as defined in,
that certain Pledge Agreement dated as of December 3, 2003 by and among the
undersigned and Pledgee at any meeting or at any other time chosen by Pledgee
in its sole discretion. Date: December 3, 2003
    
    
    
    Entrx CorporationByIts




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IRREVOCABLE PROXY The undersigned hereby appoints                   
(Pledgee), as Proxy with full power of substitution, and hereby authorizes
Pledgee to represent and vote (or to execute a consent in lieu of voting) all
249,200 shares of Series A Preferred Stock of NextNet Wireless, Inc. as
represented by Certificate Nos. PA-53 (100,000 shares), PA-54 (100,000 shares),
PA-59 (20,000 shares), PA-60 (20,000 shares), PA-61 (5,000 shares) and PA-64
(4,200 shares) (together with any other shares or securities issued pursuant to
a stock split or dividend, reorganization or other event affecting or relating
to any of the foregoing shares), owned by the undersigned on the date of
exercise hereof during the continuance of an Event of Default under, and as
defined in, that certain Pledge Agreement dated as of December 3, 2003 by and
among the undersigned and Pledgee at any meeting or at any other time chosen by
Pledgee in its sole discretion. Date: December 3, 2003
    
    
    
    Entrx CorporationBy