Exhibit 14
**CODE OF ETHICS**
     The Board of Directors of Entrx Corporation (“Entrx”) has adopted thisCode of Ethics effective March 18, 2004, to govern the conduct of the officers,directors and employees of Entrx and its subsidiary, Metalclad InsulationCorporation (“Metalclad”). Metalclad and Entrx are referred to in this Code ofEthics together as the “Company.” The Audit Committee of Entrx is granted theauthority to administer and interpret this Code of Ethics, including whereappropriate, to grant waivers of any conflict of interest.
Section 1
     The following is applicable to all officers, directors and employees (eachof which is referred to as “you”) of the Company:
 1.1 You will act with honesty and integrity in connection with yourduties with the Company, when dealing or communicating with (i) eachother officer, director or employee of the Company; (ii) the vendors,customers and prospective customers of the Company; (iii)governmental officials; and (iv) all other persons with whom theCompany has a business relationship.  1.2 You shall comply with all local, municipal, state and federallaws and regulations that may be applicable to the business of theCompany.  1.3 Except with the explicit written consent of the AuditCommittee, you shall refrain from engaging in any activity which isor would appear to be inconsistent with the best interests of theCompany, including but not limited to the following:
 •     Owning a substantial interest in any business which competes withthe Company or in any outside concern that does business with theCompany;  •     Providing services as a director, manager, consultant, employee orindependent contractor to an entity or person that does business orcompetes with the Company;  •     Engaging in any outside employment which is in conflict with anessential business-related interest of the Company, or whichrequires significant time, attention or energy;  •     Accepting gifts (other than gifts of nominal value), favors,compensation, loans, excessive entertainment or other similaractivities from any entity or person that does business, seeks to dobusiness, or competes with the Company;  •     Representing the Company in any transaction with a person orentity in which you or your immediate family have a direct orindirect personal interest or may derive a benefit;  •     Taking advantage of any business opportunity which is in the sameor a similar business in which the Company is or plans to beengaged, or which would otherwise rightfully belong to the Company;  •     Using or revealing (without proper authorization) any confidentialfinancial or other confidential information concerning the Company’splans, decisions or activities, including information which is notavailable to the general public and which could be considered ofsome importance in a decision whether to buy or sell the Company’ssecurities.
Section 2
     The following is applicable to the chief executive officers and the chieffinancial officers of Entrx and Metalclad, and the principal accountingofficers and controllers of both Entrx and Metalclad, and all other personsengaged in similar functions on behalf of the Company as may be designated fromtime to time by the Board of Directors of Entrx (each of which is referred toas “you”):
 2.1 You shall be responsible to insure the full, fair, accurate,clear and timely disclosure of information required in all reports ordocuments filed with the United States Securities and ExchangeCommission.
 

 

 2.2 You shall be responsible to insure that the Company’s financialbooks and records are properly maintained, and accurately and fullyrecord all financial transactions, assets and liabilities of theCompany.  2.3 You shall be responsible to insure that all information to bedistributed to the public is fair, accurate and clear.  2.4 You shall promptly notify the Chairman of the Audit Committeeof Entrx of any information you may have which is evidence of anymaterial deficiency in the design or operation of the Company’sinternal financial controls, or any accounting or auditing practice,process, or treatment engaged in by any of the Company’s officers,directors, employees or auditors, which you believe could materiallyaffect the Company’s ability to accurately record, process, summarizeor report on financial information.
Section 3
     The following is applicable to all officers, directors and employees (eachof whom is referred to as “you”) of the Company:
     You shall promptly bring to the attention of the Chairman of the AuditCommittee of Entrx any information which you may have that would evidence aviolation of this Code of Ethics, regardless of your assessment of themateriality of such violation. If the Chairman of the Audit Committee is thesubject of any alleged violation of this Code, then such information shall bebrought to the attention of any other member of the Audit Committee. Yoursubmission of information may be anonymous, or you may request confidentiality.If you request confidentiality, the Audit Committee will take such requestwith serious consideration, but may not honor that request if it believes it isin the best interests of the Company.
Section 4
     The following relates to the Audit Committee’s process and authority inhandling reported violations of this Code of Ethics:
 4.1 Any officer or employee of the Company who is found by the AuditCommittee to have violated any provision of this Code of Ethics is subjectto termination of employment, suspension without pay, demotion orre-assignment of employment, or censure.  4.2 Any director of the Company who is found by the Audit Committee to haveviolated any provision of this Code of Ethics shall be subject to publiccensure, exclusion as a candidate for re-election as a member of the Boardof Directors, or in the case of Metalclad, termination as a member of theBoard of Directors.  4.3 Any person subject to this Code of Ethics who is found by the AuditCommittee to have violated any law or regulation for which there is acivil or criminal penalty may be reported to the proper governmentalauthority for prosecution or other disciplinary action.  4.4 No adverse action will be taken against any officer, director or employeewho reports to the Audit Committee any violation of this Code of Ethics byany person subject thereto, solely by reason of such reporting.  4.5 Any member of the Audit Committee who is the subject of any reportedviolation of this Code of Ethics shall recuse himself or herself from alldiscussions and deliberations relating to such matter.  4.6 The Audit Committee shall promptly investigate and take such action as itdeems appropriate with respect to each reported violation of this Code ofEthics, with the objectives of: deterring any violations of this Code ofEthics; promoting honesty and accountability to the Company among theofficers, directors and employees of the Company; protecting the assetsand business of the Company from any losses or damages; insuring thegeneration and public dissemination of clear and accurate informationregarding the Company’s operations; preventing any violation of law orregulation applicable to the Company or its operations; and establishingan image of good governance.