Exhibit
      10.10

    


    AMENDED
      AND RESTATED PROMISSORY NOTE

     

    
      	
              $514,371.67 

            	
               January
                16,
                2006

            


    

     

    FOR
      VALUE RECEIVED, the
      undersigned, ENTRX
      CORPORATION, a
      Delaware corporation (the "Maker"), hereby promises to pay to the order of
      Pandora Select Partners L.P., a British Virgin Islands limited partnership,
      or
      its assigns (the "Payee"), at such place as the Payee may designate in writing,
      the principal sum of Five Hundred Fourteen Thousand Three Hundred Seventy One
      and 67/100 Dollars ($514,371.67), under the terms set forth herein.

    


    1. Interest.
      The
      unpaid principal balance hereof from time to time outstanding shall bear
      interest from the date hereof at the rate of ten percent (10%) per
      annum.

    


    2. Payment.
      The
      principal and interest hereof is payable commencing on February 15, 2006, and
      on
      the 15th day of each of the following 11 months, ending with the payment due
      on
      January 15, 2007, Maker shall pay amortized principal and interest on this
      Note
      of $45,221.45 (the "Monthly Scheduled Payment").

    


    3. Security.
      The full
      and timely payment of this Note shall be secured by a Pledge Agreement dated
      December 3, 2003 (the "Pledge Agreement"), which was executed in connection
      with
      a Convertible Promissory Note dated December 3, 2003 (the “Convertible Note”),
      with respect to which this Note is a replacement, which Pledge Agreement remains
      in full force and effect as to this Note.

    


    4. Optional
      Prepayments.
      The
      Maker may prepay this Note, in whole or in part, and in cash, without penalty
      by
      Maker upon fifteen days written notice to Payee. Prepayments shall be applied
      first to accrued but unpaid interest and then to principal.

    


    5. Default.
      The
      occurrence of any one or more of the following events shall constitute an event
      of default, upon which Payee may declare the entire principal amount of this
      Note, together with all accrued but unpaid interest, to be immediately due
      and
      payable in cash:

    


    (a)
       The
      Maker
      shall fail to make any required payment of principal or interest when due,
      and
      such failure shall continue for 10 days after the due date thereof.

    


    (b)
       The
      Maker
      shall be in default of any term or provision of the Pledge
      Agreement.

    


    (c) Wayne
      W.
      Mills shall be in default of any term or provision of the Guaranty Agreement,
      which was executed for the benefit of the Payee in connection with the
      Convertible Note, with respect to which this Note is a replacement.

    


    (d) The
      Maker
      shall become insolvent or any bankruptcy, reorganization, debt arrangement
      or
      other proceeding under any bankruptcy or insolvency law shall be instituted
      by
      or against the Maker.

    


    Without
      limiting the above, the Maker acknowledges that payments on the scheduled due
      dates in Section 2 are of the essence and that any failure to timely pay any
      installment of principal or interest (within any permitted grace period above)
      permits Payee to declare this Note immediately due in cash in its entirety
      without any prior notice of any kind to Maker.

    


    6. Assignability,
      Etc.
      This
      Note is registered as to principal and interest. The assignment of this Note,
      or
      the transfer of the right to receive principal and interest hereunder, may
      be
      effected by the named Payee hereunder only by surrendering this instrument
      to
      the Maker in exchange for a new or reissued instrument. Upon such surrender,
      duly endorsed or with a duly executed instrument of assignment, the Maker will
      promptly reissue this instrument or issue one or more instruments of like tenor,
      to the assignee(s). As a condition to such reissuance, the Maker may require
      documentation mandated by applicable tax or other laws, and reasonable assurance
      of due authorization and authenticity of any endorsement or instrument of
      assignment submitted to it. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7. Applicable
      Law.
      THE
      VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THE NOTE SHALL BE GOVERNED BY
      THE
      INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT
      OF
      LAWS PRINCIPLES THEREOF.

    


    8. Waivers.
      The
      Maker hereby waives presentment for payment, notice of dishonor, protest and
      notice of payment and all other notices of any kind in connection with the
      enforcement of this Note.

    


    9. No
      Setoffs.
      The
      Maker
      shall pay principal and interest under the Note without any deduction for any
      setoff or counterclaim.

    


    10. Costs
      of Collection.
      If this
      Note is not paid when due, the Maker shall pay Payee's reasonable costs of
      collection, including reasonable attorney's fees.

     

    
      	 	 	 
	 	ENTRX
              CORPORATION
	 
 	 
 	 
 
	 	By 	 
	 	
              
Peter
              L. Hauser, Chief Executive Officer