Exhibit
      10.9

    


    EXCHANGE
      AGREEMENT

    


    This
      Agreement is entered into as of November 23, 2005, by and between Entrx
      Corporation, a Delaware corporation with principal offices in Minneapolis,
      Minnesota (the “Company”), and Pandora Select Partners L.P., a British Virgin
      Islands limited partnership with principal offices in Minneapolis, Minnesota
      (“Pandora”).

    


    Recitals

    


    A. The
      Company issued Pandora a Convertible Promissory Note in the principal amount
      of
      $1,300,000 dated December 3, 2003 (the “Note”), in exchange for a loan in the
      same amount (the “Loan”). The outstanding principal and accrued interest
      outstanding under said Note at any time is convertible into common stock of
      the
      Company at $1.35 per share.

     

    B. In
      connection with the issuance of the Note and in further consideration of the
      Loan, the Company issued a Warrant No. PSP-1 to Pandora for the purchase of
      400,000 shares of the Company’s common stock dated December 3, 2003 (the
“Warrant”), having an initial exercise price of $1.50 per share.

    


    C. In
      connection with the issuance of the Note and in further consideration of the
      Loan, the Company entered into a Pledge Agreement with Pandora dated December
      3,
      2003 (the “Pledge Agreement”), whereby the Company pledged certain of its assets
      as collateral against the payment of the Note.

    


    D. In
      connection with the issuance of the Note and in further consideration of the
      Loan, the Company entered into a Registration Rights Agreement with Pandora
      dated December 3, 2003 (the “Registration Rights Agreement”), whereby the
      Company agreed to file and use its best efforts to obtain the effectiveness
      of a
      registration statement (the “Registration Statement”) under the Securities Act
      of 1933, as amended (the “Act”), covering the sale of shares of the Company’s
      common stock that may be acquired by Pandora under the Note, the Warrant and
      the
      additional Warrants described below in paragraph E.

    


    E. Under
      the
      terms of the Warrant, if the Company fails to obtain the effectiveness of the
      Registration Statement prior to June 16, 2004, then for each full month such
      failure continues thereafter through October 15, 2004 (prorated for partial
      months), Pandora will be entitled to acquire an additional 6,500 shares of
      common stock under the Warrant, and if the Company fails to obtain the
      effectiveness of the Registration Statement prior to October 16, 2004, then
      for
      each full month such failure continues thereafter (prorated for partial months),
      Pandora will be entitled to acquire 13,000 additional shares of common stock
      under the Warrant.

    


    F. The
      Company has not obtained the effectiveness of the Registration Statement, and
      as
      a result, 188,500 additional shares of the Company’s common stock are
      exercisable under the Warrant, as of October 31, 2005.

    


    G. Representatives
      of Pandora and the Company reached a verbal understanding on September 15,
      2005,
      whereby the Warrant and the right of Pandora to convert the Note into common
      stock would be cancelled in exchange for fully paid and non-assessable shares
      of
      the Company’s common stock, under terms to be set forth in a written document
      agreeable to all parties.

    


    Agreement

    


    Accordingly,
      in consideration of the recitals and the mutual covenants contained herein,
      the
      parties hereto agree as follows:

    


    1. Exchange
      of Warrant for Shares.
      At the
      Closing (as hereinafter defined), Pandora shall assign and deliver the Warrant
      and the Note to the Company for cancellation, and the Company shall, in exchange
      therefore, deliver to Pandora (i) an Amended and Restated Note, in the form
      attached hereto as Exhibit A, eliminating the right of Pandora under the Note
      to
      convert the Note into the Company’s common stock, and eliminating the right of
      the Company to pay any amount due under the Note by the issuance of the
      Company’s common stock, and (ii) a certificate representing 300,000 shares (the
“Securities”) of the Company’s common stock registered in the name of Pandora
      Select Partners, L.P. The issuance of the Securities shall be duly authorized
      by
      the Company’s Board of Directors, and the Securities shall be, upon issuance and
      delivery to Pandora, fully paid and non-assessable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. Registration
      Rights Agreement.
      The
      Registration Rights Agreement, having no further effect in view of the covenants
      contained in paragraph 1 hereunder, is hereby rescinded.

    


    3. Investment
      Intent.
      Pandora
      represents and warrants to Company as follows:

    


    (a) Pandora
      has been advised that (i) neither the offer nor the issuance of the Securities
      to Pandora will have been registered under the Securities Act of 1933 (the
      "Act") on the grounds, among others, that it will be exempt from registration
      under Section 4(2) of the Act; (ii) reliance upon such exemption or exemptions
      is predicated in part on Pandora's representation that Pandora is acquiring
      such
      Securities for investment for Pandora's own account with no present intention
      of
      dividing Pandora's participation with others or reselling or otherwise
      distributing the same, and the Pandora alone shall have the full legal and
      equitable right, title and interest in the Securities; and (iii) Pandora's
      representations, including the foregoing, are essential to the reliance of
      the
      Company upon exemptions from registration or qualification of this transaction
      or the Securities under applicable state securities laws.

    


    (b) Pandora
      understands that the effect and intent of Pandora's representations in
      subparagraph (a) above to be that Pandora does not presently contemplate the
      disposal of all or any part of the Securities, and that at such time as Pandora
      determines to dispose of all or any part of the Securities, Pandora understands
      that Pandora must first notify the Company, and that the Company may require
      an
      opinion of its attorney (at the Company’s expense), of Pandora's attorney, or
      both, that such disposition will not negate Pandora's intent as expressed
      herein, and that, in view of the exemption claimed, such disposition will be
      permissible.

    


    (c) Pandora
      understands that the subsequent transfer of the Securities will be restricted,
      and that the effect of the restrictions on the transfer of the Securities
      include the facts, among others, that (i) Pandora will not have liquidity with
      respect to the Securities for an indefinite period of time, and (ii) Pandora
      will be unable to sell, encumber or otherwise transfer the Securities unless
      there is an effective registration statement covering such disposition under
      the
      Act, and effective registrations and qualifications under applicable state
      law,
      or exemptions from such registrations or qualifications under the Act and state
      law are applicable.

    


    (d) Pandora
      recognizes that an investment in the Securities involves a high degree of risk
      and that the purchase of the Securities should be considered a long-term
      investment. Pandora has a financial net worth or anticipated income such that
      a
      sale of such Securities need not be made in the foreseeable future to satisfy
      any financial obligation of which Pandora is or contemplates Pandora will become
      subject.

    


    (e) Pandora
      understands that exemptions from the registration and qualification
      requirements, as referred to in subparagraph (c) above, may not be available
      to
      Pandora, and, except as provided in subparagraph (b) above, with respect to
      assuming the expense of any attorney engaged by the Company to render an
      opinion, the Company will have no obligation to assist Pandora in registering
      or
      qualifying a disposition of the Securities or in obtaining or establishing
      an
      exemption from such registration or qualification requirements.

    


    (f) Pandora
      understands that (i) any certificate or other document representing the
      Securities will bear a legend stating in effect that the issuance or sale of
      the
      Securities has not been registered under the Act or any applicable state
      securities laws, and such legend may refer to the restrictions on transfers
      and
      sales contained in this Agreement, and (ii) that a transfer restriction may
      be
      placed in the books and records of the Company and of its common stock transfer
      agent with respect to the Securities.

    


    4. Accredited
      Investor Information.
      Pandora
      represents and warrants to the Company that Pandora is an "Accredited Investor",
      as that term is defined in Rule 501(a) of Regulation D promulgated under the
      Act, by reason of the fact that (i) each of the beneficial owners of an equity
      interest in Pandora are individually accredited investors, and (ii) Pandora
      was
      not formed for the purpose of acquiring the Securities and has total assets
      in
      excess of $5,000,000.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5. Effectiveness
      of Pledge Agreement.
      Except
      as affected by this Agreement, the Pledge Agreement shall remain in full force
      and effect.

    


    6. Closing.
      The
      Closing shall occur on December 9, 2005, at 10:00 a.m. at the offices of
      Felhaber Larson, Fenlon & Vogt, P.A., 220 South Sixth Street, Suite 2200,
      Minneapolis, Minnesota, unless another date, time or place is agreed to between
      the parties hereto.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed and delivered by their
      respective duly authorized officers or representatives as of the date first
      written above.

     

      	 Entrx
              Corporation	 	 	 Pandora
              Select Partners, L.P.
	 	 	 	 
	By	 	 	By
	
              
Brian
              Niebur, Treasurer	 	 	
              
     
 
Its
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