Exhibit 10.1

                                 LOAN AGREEMENT

Wachovia Bank, National Association
5 Research Drive
Shelton, Connecticut  06084
(Hereinafter referred to as the "Bank")

Thermodynetics, Inc.
651 Day Hill Road
Windsor, Connecticut  06095
(Hereinafter referred to as "Borrower")

This Loan  Agreement  ("Agreement")  is entered into  December 21, 2006,  by and
between Bank and Borrower.

This Agreement applies to the loan or loans (individually and collectively,  the
"Loan") evidenced by one or more promissory notes of even date herewith or other
notes subject  hereto,  as modified from time to time (whether one or more,  the
"Note") and all Loan Documents. The terms "Loan Documents" and "Obligations," as
used in this Agreement, are defined in the Note.

Relying upon the covenants, agreements, representations and warranties contained
in this  Agreement,  Bank is willing to extend credit to Borrower upon the terms
and subject to the conditions  set forth herein,  and Bank and Borrower agree as
follows:

REPRESENTATIONS.  Borrower  represents  that from the date of this Agreement and
until  final  payment  in full of the  Obligations:  ACCURATE  INFORMATION.  All
information now and hereafter furnished to Bank is and will be true, correct and
complete in all material respects.  Any such information  relating to Borrower's
financial condition will accurately reflect Borrower's financial condition as of
the date(s) thereof,  (including all contingent  liabilities of every type), and
Borrower  further  represents  that  its  financial  condition  has not  changed
materially  or  adversely  since the date(s) of such  documents.  AUTHORIZATION;
NON-CONTRAVENTION.  The execution,  delivery and performance by Borrower and any
guarantor, as applicable, of this Agreement and other Loan Documents to which it
is a party are within its power,  have been duly  authorized  as may be required
and, if necessary, by making appropriate filings with any governmental agency or
unit and are the legal, binding,  valid and enforceable  obligations of Borrower
and any guarantors;  and do not (i) contravene,  or constitute  (with or without
the giving of notice or lapse of time or both) a violation  of any  provision of
applicable law, a violation of the  organizational  documents of Borrower or any
guarantor, or a default under any agreement, judgment, injunction, order, decree
or other instrument  binding upon or affecting  Borrower or any guarantor,  (ii)
result in the creation or imposition of any lien (other than the lien(s) created
by the Loan Documents) on any of Borrower's or any guarantor's  assets, or (iii)
give cause for the  acceleration of any obligations of Borrower or any guarantor
to any other creditor.  ASSET OWNERSHIP.  Borrower has good and marketable title
to all of the  properties  and  assets  reflected  on  the  balance  sheets  and
financial  statements  supplied Bank by Borrower,  and all such  properties  and
assets are free and clear of mortgages, security deeds, pledges, liens, charges,
and all other encumbrances, except as otherwise disclosed to Bank by Borrower in
writing and  approved by Bank and as set forth on the policy of title  insurance
delivered  to the  Bank in  connection  with the Loan  ("Permitted  Liens").  To
Borrower's  knowledge,  no default has occurred under any Permitted Liens and no
claims or interests  adverse to Borrower's  present rights in its properties and
assets have arisen.  DISCHARGE OF LIENS AND TAXES. Borrower has duly filed, paid
and/or discharged all taxes or other claims that may become a lien on any of its
property or assets, except to the extent that such items are being appropriately
contested in good faith and an adequate reserve for the payment thereof is being
maintained.  SUFFICIENCY OF CAPITAL.  Borrower is not, and after consummation of
this  Agreement and after giving effect to all  indebtedness  incurred and liens
created by Borrower in  connection  with the Note and any other Loan  Documents,
will not be,  insolvent  within the  meaning of 11 U.S.C.  ss. 101, as in effect
from time to time.  COMPLIANCE  WITH LAWS. To the best of Borrower's  knowledge,
Borrower and any  subsidiary  and affiliate of Borrower and any guarantor are in
compliance in all material respects with all



<PAGE>

federal,  state  and  local  laws,  rules  and  regulations  applicable  to  its
properties,  operations,  business, and finances, including, without limitation,
any federal or state laws relating to liquor  (including 18 U.S.C.  ss. 3617, et
seq.) or narcotics  (including 21 U.S.C. ss. 801, et seq.) and/or any commercial
crimes; all applicable federal, state and local laws and regulations intended to
protect the  environment;  and the Employee  Retirement  Income  Security Act of
1974, as amended ("ERISA"),  if applicable.  None of Borrower, or any subsidiary
or affiliate of Borrower or any  guarantor is a Sanctioned  Person or has any of
its assets in a Sanctioned  Country or does  business in or with, or derives any
of its operating  income from  investments in or transactions  with,  Sanctioned
Persons or Sanctioned Countries in violation of economic sanctions  administered
by OFAC.  The proceeds from the Loan will not be used to fund any operations in,
finance any  investments or activities in, or make any payments to, a Sanctioned
Person  or a  Sanctioned  Country.  "OFAC"  means  the  U.S.  Department  of the
Treasury's  Office of  Foreign  Assets  Control.  "Sanctioned  Country"  means a
country  subject  to  a  sanctions  program identified on the list maintained by
OFAC and available at  http://www.treas.gov/offices/enforcement/ofac/sanctions/,
or  as  otherwise   published  from  time  to  time.  "Sanctioned  Person" means
(i) a  person  named   on   the   list   of  Specially  Designated  Nationals  \
or     Blocked     Persons     maintained      by      OFAC     available     at
http://www.treas.gov/offices/enforcement/ofac/sdn/,  or as  otherwise  published
from  time to time,  or (ii) (A) an  agency of the  government  of a  Sanctioned
Country, (B) an organization controlled by a Sanctioned Country, or (C) a person
resident in a Sanctioned  Country to the extent  subject to a sanctions  program
administered by OFAC. ORGANIZATION AND AUTHORITY. Each corporation,  partnership
or limited liability company Borrower and/or guarantor,  as applicable,  is duly
created,  validly  existing and in good standing  under the laws of the state of
its organization,  and has all powers,  governmental  licenses,  authorizations,
consents and approvals  required to operate its business as now conducted.  Each
corporation, partnership or limited liability company Borrower and/or guarantor,
as  applicable,  is  duly  qualified,  licensed  and in  good  standing  in each
jurisdiction  where  qualification or licensing is required by the nature of its
business or the character  and location of its property,  business or customers,
and in which the  failure to so qualify or be  licensed,  as the case may be, in
the aggregate,  could have a material adverse effect on the business,  financial
position, results of operations, properties or prospects of Borrower or any such
guarantor.  NO LITIGATION.  There are no pending or threatened suits,  claims or
demands  against  Borrower or any guarantor that have not been disclosed to Bank
by Borrower in writing,  and  approved by Bank.  ERISA.  Each  employee  pension
benefit plan, as defined in ERISA,  maintained by Borrower meets, as of the date
hereof,  the minimum funding  standards of ERISA and all applicable  regulations
thereto and requirements  thereof,  and of the Internal Revenue Code of 1986, as
amended.  No "Prohibited  Transaction" or "Reportable  Event" (as both terms are
defined  by ERISA)  has  occurred  with  respect  to any such  plan.  INDEMNITY.
Borrower will  indemnify  Bank and its  affiliates  from and against any losses,
liabilities,  claims,  damages,  penalties or fines  imposed  upon,  asserted or
assessed  against or incurred by Bank arising out of the inaccuracy or breach of
any of the  representations  contained  in  this  Agreement  or any  other  Loan
Documents.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,  Borrower will: ACCESS TO BOOKS AND RECORDS. Allow Bank, or its agents,
during normal business hours and upon reasonable  advance notice,  access to the
books,  records and such other  documents  of Borrower as Bank shall  reasonably
require,  and allow Bank, at Borrower's expense,  to inspect,  audit and examine
the same and to make  extracts  therefrom and to make copies  thereof.  BUSINESS
CONTINUITY.  Conduct its business in substantially the same manner and locations
as such business is now and has previously been  conducted.  CERTIFICATE OF FULL
COMPLIANCE  FROM  ACCOUNTANT.  Deliver to Bank,  with the  financial  statements
required  herein,  a certification  by Borrower's  independent  certified public
accountant  that  Borrower  is in  full  compliance  with  the  Loan  Documents.
COMPLIANCE WITH OTHER AGREEMENTS. Comply with all terms and conditions contained
in this  Agreement,  and any  other  Loan  Documents,  and swap  agreements,  if
applicable,  as defined in 11 U.S.C.  ss.  101,  as in effect from time to time.
ESTOPPEL CERTIFICATE.  Furnish,  within 15 days after request by Bank, a written
statement duly acknowledged of the amount due under the Loan and whether offsets
or  defenses  exist  against  the  Obligations.   INSURANCE.  Maintain  adequate
insurance  coverage with respect to its properties and business  against loss or
damage of the kinds and in the amounts  customarily insured against by companies
of established  reputation engaged in the same or similar businesses  including,
without limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts and
from



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<PAGE>

such companies as Bank may reasonably require.  MAINTAIN  PROPERTIES.  Maintain,
preserve  and keep its  property in good repair,  working  order and  condition,
making all  replacements,  additions and improvements  thereto necessary for the
proper conduct of its business, unless prohibited by the Loan Documents.  NOTICE
OF DEFAULT AND OTHER NOTICES. (a) NOTICE OF DEFAULT. Furnish to Bank immediately
upon becoming aware of the existence of any condition or event which constitutes
a Default (as defined in the Loan Documents) or any event which, upon the giving
of  notice  or lapse of time or both,  may  become  a  Default,  written  notice
specifying  the nature  and period of  existence  thereof  and the action  which
Borrower is taking or proposes to take with respect thereto.  (b) OTHER NOTICES.
Promptly  notify  Bank in  writing  of (i) any  material  adverse  change in its
financial  condition  or its  business;  (ii) any  default  under  any  material
agreement,  contract or other  instrument to which it is a party or by which any
of its  properties  are  bound,  or any  acceleration  of  the  maturity  of any
indebtedness  owing by Borrower;  (iii) any material  adverse  claim  against or
affecting Borrower or any part of its properties;  (iv) the commencement of, and
any  material  determination  in,  any  litigation  with any third  party or any
proceeding before any governmental agency or unit materially affecting Borrower;
and (v) at least 30 days prior thereto, any change in Borrower's name or address
as shown  above,  and/or any change in  Borrower's  structure.  OTHER  FINANCIAL
INFORMATION.  Deliver promptly such other  information  regarding the operation,
business affairs,  and financial condition of Borrower which Bank may reasonably
request.  PAYMENT OF DEBTS.  Pay and discharge  when due, and before  subject to
penalty or further charge, and otherwise satisfy before maturity or delinquency,
all  obligations,  debts,  taxes,  and liabilities of whatever nature or amount,
except those which Borrower in good faith disputes. REPORTS AND PROXIES. Deliver
to Bank, promptly,  a copy of all financial  statements,  reports,  notices, and
proxy statements, sent by Borrower to stockholders,  and all regular or periodic
reports  required  to be  filed by  Borrower  with any  governmental  agency  or
authority.

NEGATIVE  COVENANTS.  Borrower  agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,  Borrower  will not:  CHANGE IN FISCAL  YEAR.  Change its fiscal  year.
GUARANTEES.  Guarantee or otherwise  become  responsible  for obligations of any
other person or persons  (except a  subsidiary),  other than the  endorsement of
checks  and  drafts  for   collection  in  the  ordinary   course  of  business.
CROSS-DEFAULT.  Default  (past  any  applicable  grace  period)  in  payment  or
performance  of any of its  obligations  under any  other  loans,  contracts  or
agreements  with  Bank  or  Bank's  affiliates,  nor  permit  any of  Borrower's
subsidiaries to default under any other loans, contracts or agreements with Bank
or Bank's affiliates. DEFAULT ON OTHER CONTRACTS OR OBLIGATIONS.  Default on any
material contract with or obligation when due to a third party or default in the
performance  of any  obligation  to a third party  incurred  for money  borrowed
(beyond  any  applicable  grace  period).  GOVERNMENT  INTERVENTION.  Permit the
assertion  or  making  of any  seizure,  vesting  or  intervention  by or  under
authority of any  governmental  entity,  as a result of which the  management of
Borrower or any  guarantor is  displaced of its  authority in the conduct of its
respective  business  or such  business is  curtailed  or  materially  impaired.
JUDGMENT  ENTERED.  Permit the entry of any monetary  judgment or the assessment
against,  the filing of any tax lien  against,  or the  issuance  of any writ of
garnishment  or  attachment  against any property of or debts due Borrower in an
amount in excess of  $50,000.00  which is not  discharged  or  execution  is not
stayed within 30 days of entry.  RETIRE OR REPURCHASE  CAPITAL STOCK.  Retire or
otherwise  acquire  any of its  capital  stock  unless a  program  to  retire or
otherwise acquire any of its capital stock is approved by the Board of Directors
of the Borrower and such program does not require the actual expenditure of cash
or cash  reserves  of the  Borrower in excess of  $250,000,  and  provided  such
expenditure does not adversely  affect the Borrower's  ability to repay the Loan
or result in a default by Borrower under any of the Loan Documents.


ANNUAL  FINANCIAL  STATEMENTS.  Borrower shall deliver to Bank,  within 120 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year,  including,  without  limitation,  a balance
sheet,  profit and loss statement and statement of cash flows,  with  supporting
schedules;  all on a  consolidated  and  consolidating  basis  with  respect  to
Borrower and its  subsidiaries,  affiliates  and parent or holding  company,  as
applicable,  and in reasonable  detail,  prepared in conformity  with  generally
accepted accounting  principles,  applied on a basis consistent with that of the
preceding year. If audited statements are required, all such statements shall be
examined by an independent  certified public accountant reasonably acceptable to
Bank. The opinion of such independent  certified public  accountant shall not be
acceptable  to Bank if  qualified  due to any  limitations  in scope  imposed by


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<PAGE>

Borrower or any other person or entity.  Any other  qualification of the opinion
by the accountant  shall render the  acceptability  of the financial  statements
subject to Bank's approval.

TAX RETURNS.  Borrower shall deliver to Bank, within 30 days of filing, complete
copies of  federal  and state tax  returns,  as  applicable,  together  with all
schedules thereto, each of which shall be signed and certified by Borrower to be
true and complete  copies of such  returns.  In the event an extension is filed,
Borrower shall deliver a copy of the extension within 30 days of filing.

FINANCIAL  COVENANTS.  Borrower agrees to the following provisions from the date
hereof  until  final  payment  in full of the  Obligations,  unless  Bank  shall
otherwise consent in writing,  using the financial information for Borrower, its
subsidiaries, affiliates and its holding or parent company, as applicable: FIXED
CHARGE  COVERAGE RATIO.  Borrower  shall, at all times,  maintain a Fixed Charge
Coverage Ratio of not less than 1.25 to 1.00.  This covenant shall be calculated
at Borrower's  fiscal year end. "Fixed Charge Coverage Ratio" shall mean the sum
of net income plus interest expense,  depreciation and amortization expense plus
rent  expense  less  all  dividends,   distributions  and  withdrawals  and  all
unfinanced capital expenditures divided by the sum of current maturities of long
term debt,  current  maturities of long term capital leases,  plus rent expense,
plus  interest  expense.  This  covenant  shall  be  measured  annually.   TOTAL
LIABILITIES TO TANGIBLE NET WORTH RATIO.  Borrower shall, at all times, maintain
a ratio of Total  Liabilities  to  Tangible  Net  Worth of not more than 1.50 to
1.00.  "Total  Liabilities"  shall mean all  liabilities of Borrower,  including
capitalized  leases and all reserves for deferred taxes, debt fully subordinated
to Bank on terms and  conditions  acceptable  to Bank,  and other  deferred sums
appearing on the  liabilities  side of a balance  sheet and all  obligations  as
lessee under off-balance  sheet synthetic leases of Borrower,  all in accordance
with generally  accepted  accounting  principles  applied on a consistent basis.
"Tangible  Net Worth"  shall mean total  assets  minus  Total  Liabilities.  For
purposes of this  computation,  the aggregate amount of any intangible assets of
Borrower including, without limitation, goodwill, franchises, licenses, patents,
trademarks,  trade names,  copyrights,  service marks, and brand names, shall be
subtracted from total assets. This covenant shall be measured annually.  DEPOSIT
RELATIONSHIP. Borrower shall maintain its primary depository account with Bank.

CONDITIONS PRECEDENT.  The obligations of Bank to make the loan and any advances
pursuant to this  Agreement are subject to the following  conditions  precedent:
ADDITIONAL DOCUMENTS. Receipt by Bank of such additional supporting documents as
Bank or its counsel may reasonably request.

CONNECTICUT  PREJUDGMENT  REMEDY  WAIVER.  EACH BORROWER  ACKNOWLEDGES  THAT THE
TRANSACTIONS  REPRESENTED  BY THIS  AGREEMENT ARE  COMMERCIAL  TRANSACTIONS  AND
HEREBY  VOLUNTARILY AND KNOWINGLY  WAIVES ANY RIGHTS TO NOTICE OF AND HEARING ON
PREJUDGMENT  REMEDIES UNDER CHAPTER 903A OF THE CONNECTICUT  GENERAL STATUTES OR
OTHER  STATUTES  AFFECTING  PREJUDGMENT  REMEDIES,  AND  AUTHORIZES  THE  BANK'S
ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER,  PROVIDED
THE COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER.

IN WITNESS WHEREOF,  Borrower and Bank, on the day and year first written above,
have caused this Agreement to be duly executed under seal.


                              Thermodynetics, Inc.


                              By:  /s/ JOHN F. FERRARO           (SEAL)
                                  -------------------------------
                                       John F. Ferraro, Chairman



                              Wachovia Bank, National Association


                              By: /s/ BRIAN PORCH                        (SEAL)
                                  --------------------------------------
                                      Brian Porch, Senior Vice President

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