UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002
                                                 Commission File Number: 0-10707

                              THERMODYNETICS, INC.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                       06-1042505
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

651 Day Hill Road, Windsor, CT                  06095            860-683-2005
(Address of Principal Executive Offices)      (Zip Code)      (Telephone Number)

--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                              since last report.)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

          Class                                Outstanding at September 30, 2002
---------------------------                    ---------------------------------
Common stock $.01 Par Value                             17,951,178 Shares

Transitional Small Business Disclosure Format Yes |_| No |X|
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

  PART I        FINANCIAL INFORMATION

        Item 1. Financial Statements

                Consolidated Balance Sheets
                    September 30, 2002 and March 31, 2002                      3

                Consolidated Statements of Income and Comprehensive
                    Income Three Months Ended September 30, 2002 and 2001      4

                Consolidated Statements of Income and Comprehensive
                    Income Six Months Ended September 30, 2002 and 2001        5

                Consolidated Statements of Cash Flows
                    Six Months Ended September 30, 2002 and 2001               6

                Notes to Consolidated Financial Statements                   7-8

        Item 2. Management's Discussion and Analysis or Plan of Operation   9-10

        Item 3. Controls and Procedures                                       11

  PART II       OTHER INFORMATION

        Item 1. Legal Proceedings                                             11

        Item 2. Changes in Securities                                         11

        Item 3. Defaults Upon Senior Securities                               11

        Item 4. Submission of Matters to a Vote of Security Holders           11

        Item 5. Other Information                                             11

        Item 6. Exhibits and Reports on Form 8-K                              11

SIGNATURE PAGE                                                             12-16


                                     Page 2
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                             ASSETS

                                                                September 30,         March 31,
                                                                    2002                2002
                                                                -------------       ------------
                                                                 (Unaudited)          (Audited)
<S>                                                             <C>                 <C>
CURRENT ASSETS
  Cash                                                          $      2,225        $     18,010
  Accounts Receivable, Net                                         1,089,259           1,149,734
  Inventories                                                      1,526,816           1,626,199
  Prepaid Expenses and Other Current Assets                          324,390             238,078
                                                                ------------        ------------
    Total Current Assets                                           2,942,690           3,032,021
                                                                ------------        ------------

PROPERTY, PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                         12,174,288          11,835,210
  Less: Accumulated Depreciation                                   5,787,690           5,616,726
                                                                ------------        ------------
   Property, Plant, and Equipment - Net                            6,386,598           6,218,484
                                                                ------------        ------------

OTHER ASSETS
  Intangible Assets - Net of Amortization                             93,741              93,741
  Officers' Life Insurance                                           848,196             813,742
  Investment in Foreign Company                                       94,856              94,856
  Deposits and Other                                                  24,083              25,883
  Marketable Equity Securities, at Market                                -0-              22,200
                                                                ------------        ------------
    Total Other Assets                                             1,060,876           1,050,422
                                                                ------------        ------------

TOTAL ASSETS                                                    $ 10,390,164        $ 10,300,927
                                                                ============        ============

                             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                              $  1,015,860        $    947,206
  Accrued Taxes and Expenses                                          51,971             159,678
  Current Portion of Long-Term Debt                                  303,415             293,894
  Notes Payable - Bank                                               907,520           1,189,480
                                                                ------------        ------------
    Total Current Liabilities                                      2,278,766           2,590,258
                                                                ------------        ------------

DEFERRED INCOME TAXES                                                 20,000              20,000
LONG-TERM DEBT                                                     3,567,927           3,488,991

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 18,083,076 shares
      at 9/30/02 and 17,883,076 shares at 3/31/02                    180,830             178,830
    Additional Paid-in Capital                                     5,496,036           5,492,036
  Less: Treasury Stock, 131,898 shares, at cost                      164,564             164,564
  Less: Stock subscriptions receivable                               134,300             164,300
  Retained Earnings (Deficit)                                       (854,531)         (1,140,324)
                                                                ------------        ------------
    Total Stockholders' Equity                                     4,523,471           4,201,678
                                                                ------------        ------------

TOTAL LIABILITIES AND                                           $ 10,390,164        $ 10,300,927
  STOCKHOLDERS' EQUITY                                          ============        ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                     Page 3
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          2002              2001
                                                     ------------      ------------
<S>                                                  <C>               <C>
Net Sales                                            $  2,709,404      $  3,116,355

Cost of Goods Sold                                      1,906,798         2,444,170
                                                     ------------      ------------

Gross Profit                                              802,606           672,185

Selling, General & Administrative Expenses                541,457           517,450
                                                     ------------      ------------

Income From Operations                                    261,149           154,735
                                                     ------------      ------------

Other Income (Expense)
     Interest Expense, Net                               (103,366)         (126,802)
     Other - Net                                          (21,805)           31,010
                                                     ------------      ------------
     Total Other Income (Expense)                        (125,171)          (95,792)
                                                     ------------      ------------

Income Before Income Taxes                                135,978            58,943

Provision for Income Taxes                                    -0-               -0-
                                                     ------------      ------------

Net Income                                                135,978            58,943

Other Comprehensive Income (Loss), net of tax
      Unrealized holding gains during the period              -0-           (37,000)
                                                     ------------      ------------
                                                              -0-           (37,000)
                                                     ------------      ------------

Comprehensive Income                                 $    135,978      $     21,943
                                                     ------------      ------------

Earnings per Share-Basic                             $        .01      $        NIL
                                                     ============      ============

Earnings per Share-Diluted                           $        .01      $        NIL
                                                     ============      ============

Weighted Average Shares Outstanding - Basic            18,083,076        13,980,008
                                                     ============      ============
Weighted Average Shares Outstanding - Diluted          18,232,768        16,309,175
                                                     ============      ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                     Page 4
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         2002              2001
                                                     ------------      ------------
<S>                                                  <C>               <C>
Net Sales                                            $  5,757,317      $  6,171,719

Cost of Goods Sold                                      4,178,560         4,751,157
                                                     ------------      ------------

Gross Profit                                            1,578,757         1,420,562

Selling, General & Administrative Expenses              1,062,941         1,008,651
                                                     ------------      ------------

Income From Operations                                    515,816           411,911
                                                     ------------      ------------

Other Income (Expense)
     Interest Expense, Net                               (188,181)         (247,040)
     Other - Net                                          (41,842)           28,302
                                                     ------------      ------------
     Total Other Income (Expense)                        (230,023)         (218,738)
                                                     ------------      ------------

Income Before Income Taxes                                285,793           193,173

Provision for Income Taxes                                    -0-               -0-
                                                     ------------      ------------

Net Income                                                285,793           193,173

Other Comprehensive Income (Loss), net of tax
      Unrealized holding gains during the period              -0-            (2,960)
                                                     ------------      ------------
                                                              -0-            (2,960)
                                                     ------------      ------------

Comprehensive Income                                 $    285,793      $    190,213
                                                     ------------      ------------

Earnings per Share-Basic                             $        .02      $        .01
                                                     ============      ============

Earnings per Share-Diluted                           $        .02      $        .01
                                                     ============      ============

Weighted Average Shares Outstanding - Basic            17,983,076        13,880,554
                                                     ============      ============
Weighted Average Shares Outstanding - Diluted          18,114,744        16,209,721
                                                     ============      ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                     Page 5
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  2002           2001
                                                               ---------      ---------
<S>                                                            <C>            <C>
OPERATING ACTIVITIES:
  Net income                                                   $ 285,793      $ 193,173
           Adjustments to reconcile net income to net cash
           provided by (used in) operating activities:
  Realized loss on impairment of securities                       18,237            -0-
  Depreciation and amortization                                  170,964        161,680
  Deferred tax provision                                             -0-            -0-
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                       68,654        (47,951)
    Decrease (increase) in prepaid expenses and
        other assets                                             (84,512)       (55,437)
    Decrease (increase) in accounts receivable                    60,475         (5,738)
    Decrease (increase) in inventories                            99,383          6,825
    Increase (decrease) in accrued taxes and expenses           (101,707)       (34,528)
                                                               ---------      ---------

NET CASH PROVIDED BY OPERATING ACTIVITIES                        517,287        218,024
                                                               ---------      ---------

INVESTING ACTIVITIES;
  Purchases of property, plant and equipment                    (339,078)      (270,428)
  Increase in other investments                                      -0-          1,893
  Proceeds from sales of marketable securities                     3,963            -0-
  (Increase) decrease in officers life insurance                 (34,454)       (34,454)
  Proceeds from exercise of stock options                         30,000            -0-
  Sale of land held for development                                  -0-        121,194
                                                               ---------      ---------

NET CASH (USED IN) INVESTING ACTIVITIES                         (339,569)      (181,795)
                                                               ---------      ---------

FINANCING ACTIVITIES
  Net proceeds (payments) on revolving and term debt            (193,503)       (48,046)
                                                               ---------      ---------

NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES                                                      (193,503)       (48,046)
                                                               ---------      ---------

INCREASE (DECREASE) IN CASH                                      (15,785)       (11,817)

CASH AT BEGINNING OF PERIOD                                       18,010         15,283
                                                               ---------      ---------

CASH AT END OF PERIOD                                          $   2,225      $   3,466
                                                               =========      =========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                     Page 6
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of results for the interim period. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted. The results of operations for the three and six
months ended September 30, 2002 and September 30, 2001 are not necessarily
indicative of the results to be expected for the full year.

NOTE 2: INVENTORIES

Inventories consist of the following at:

                                      September 30, 2002      March 31, 2002
                                      ------------------      --------------
      Raw materials                       $  886,449            $  948,341
      Work-in-process                         38,524                38,524
      Finished goods                         601,843               639,334
                                          ----------            ----------
                                          $1,526,816            $1,626,199
                                          ==========            ==========

Inventories are valued at the lower of cost or market, with cost determined on a
first-in, first-out basis.

NOTE 3: EARNINGS PER SHARE

The Company has adopted Statement of Accounting Standards No. 128, "Earnings per
Share" (SFAS 128). Earnings per share for the three and six months ended
September 30, 2002 and September 30, 2001 have been computed in accordance with
this pronouncement, based on the weighted average of outstanding shares during
the periods. The weighted average numbers of shares outstanding used in the
calculations are as follows:

<TABLE>
<CAPTION>
                                                 Three Months Ended                     Six Months Ended
                                          Sept 30, 2002      Sept 30, 2001      Sept 30, 2002      Sept 30, 2001
                                          -------------      -------------      -------------      -------------
<S>                                         <C>                <C>                <C>                <C>
Weighted Average Shares - (Basic)           18,083,076         13,980,008         17,983,076         13,880,554
Assumed Conversion of Stock Options            149,692          2,329,167            131,668          2,329,167
                                            ----------         ----------         ----------         ----------
Weighted Average Shares - (Diluted)         18,232,768         16,309,175         18,114,744         16,209,721
                                            ==========         ==========         ==========         ==========
</TABLE>

NOTE 4: INCOME TAXES

The Company adopted "Statement of Accounting Standards No. 109, Accounting For
Income Taxes" (SFAS 109) effective April 1, 1994. The statement requires that
deferred income taxes reflect the future tax consequences of differences between
the tax bases of assets and liabilities and their bases for financial reporting
purposes. In addition, SFAS 109 requires the recognition of future tax benefits,
such as net operating loss carryforwards, to the extent that realization of such
benefits are more likely than not.


                                     Page 7
<PAGE>

The primary components of the Company's deferred tax assets and liabilities and
the related valuation allowance are as follows:

                                             September 30, 2002   March 31, 2002
                                             ------------------   --------------
       Assets:
        Uniform capitalization adjustment        $  25,000          $  25,000
        Net operating loss carryforward            510,000            606,000
        Investment tax credits                     144,000            144,000
        Write down of marketable security          151,000            143,000
        Valuation reserve                              -0-            (96,000)
        Other                                       48,000             22,000
                                                 ---------          ---------
                                                   878,000            844,000
                                                 ---------          ---------
      Liabilities:
        Accelerated depreciation                  (898,000)          (864,000)
                                                 ---------          ---------
                                                  (898,000)          (864,000)
                                                 ---------          ---------
      Net deferred tax asset (liability)         $ (20,000)         $ (20,000)
                                                 =========          =========

At September 30, 2002, the Company had net operating loss carryforwards of
approximately $1,500,000 expiring from 2004 to 2011.

NOTE 5: CASH FLOW INFORMATION AND NON CASH INVESTING ACTIVITIES

The following supplemental information is disclosed pursuant to the requirements
of Financial Accounting Standards Board's "Statement of Accounting Standards No
95, Statement of Cash Flows".

                                                   6 Months Ended September 30,
                                                       2002           2001
                                                     --------      ---------
Cash payments for interest                           $188,181      $ 247,040
Issuance of common stock to 401(k) plan              $  6,000      $  11,000
Valuation reserve to reflect long-term equity
  securities at market                               $    -0-      $  (2,960)

NOTE 6: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The Company has adopted "Statement of Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS 130), which establishes standards for reporting and
display of comprehensive income and its components (i.e. revenues, expenses,
gains and losses) in a complete set of financial statements.

NOTE 7: NEW PRONOUNCEMENTS

During 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other
Intangible Assets," which requires that goodwill and certain other intangible
assets, having indefinite lives, no longer be amortized to earnings but instead
be subject to periodic testing for impairment, SFAS No. 143 "Accounting for
Retirement Obligations," which provides the accounting requirements for
retirement obligations associated with tangible long-lived assets, and SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which
excludes from the definition of long-lived assets goodwill and other intangibles
that are not amortized in accordance with SFAS 142. SFAS 142 and 144 would be
effective for the Company's fiscal year ending March 31, 2003 and SFAS 143 would
be effective for the Company's fiscal year ending March 31, 2004. Management
does not believe that adoption of these statements will significantly impact the
Company's financial statements.


                                     Page 8
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      RESULTS OF OPERATIONS

      Net sales for the three months ended September 30, 2002 totaled $2,709,404
compared to $3,116,355 for the comparable quarter of the prior year. For the six
month periods, net sales in the current year were $5,757,317 vs. $6,171,719 for
the prior fiscal year. The $400,000 decline in sales volume is directly related
to continued weakness in commercial and industrial construction. Despite lower
interest rates, non-residential construction has remained slow for at least the
past year and it is unclear when this segment is likely to exhibit signs of
recovery. Residential water source heat pump applications, buoyed by strong new
housing starts in many regions of the US continues to grow, although some
softness has been noted in recent months. Other markets for coaxial coils,
notably marine air conditioning products, ice machine coils and swimming pool
heat pumps have stagnated during fiscal 2003 as a consequence of the current
domestic economic situation.

      Net income for the three months ended September 30, 2002 was $135,978 or
5% of net sales as compared to $58,943 or 2% of net sales for the same period in
the prior year. Year to date net income was 5% of net sales in fiscal year 2003
vs. 3% of net sales in fiscal year 2002. Although net sales declined in both the
current and six month periods of the current year compared to the prior year
periods, significant cost reductions in purchased materials and improvements in
utilization of internal conversion resources enabled the Company to post
improvements in gross profit margin for both periods.

      Gross profit percentages for the current quarter and year to date periods
ended September 30, 2002 were 30% and 27%, respectively, compared to 22% and 23%
for the same periods in fiscal 2002. Purchased costs of metal tubing and other
raw materials decreased significantly as a result of lower metal prices and cost
reductions negotiated with certain suppliers. Higher labor rates were offset by
improvements in efficiency and productivity while increases in employee benefit
costs (group insurance, workers compensation, unemployment taxes), utility
expenses and other occupancy related costs were tempered by improved absorbtion
rates driven by better utilization of labor and other production resources.

      Selling, general and administrative expenses increased by approximately
$24,000 for the three months and $54,000 for the year to date periods comparing
fiscal years 2003 and 2002. Additions to engineering support personnel coupled
with employee benefit cost increases during the current year resulted in
slightly higher operating expenses over the prior year periods. Further staffing
additions to the marketing and engineering functions are planned during the
balance of the current year.

      Interest expense decreased by $24,000 in the September 2002 quarter
compared to the same period in the prior year and a decrease of $59,000 was
realized for the year to date periods for both years. Decreases in the prime
borrowing rate charged by banks coupled with lower average loan balances reduced
the Company's debt service expense as compared with fiscal year 2002. The
ongoing amortization of term debt and continued smaller requirements for
advances under the line of credit should result in lower debt service payments
for the balance of the current year.

      LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 2002 working capital was $663,924 compared to $441,763 at
March 31, 2002. During the six month period, current assets decreased by $89,331
while current liabilities decreased by $311,492 resulting in the net overall
improvement in working capital. Accounts receivable and inventories decreased by
an aggregate of $159,858 reflecting lower levels of shipments and production
compared to the first six months of the prior fiscal year end. The carrying
value of inventory was also reduced as more favorable purchasing arrangements
and lower costs of copper and related alloys enabled the Company to reduce
standard costs for metal tubing. Borrowings under the revolving line of credit
at September 30, 2002 were $281,960 lower than March 31, 2002, further
contributing to the increase in working capital.


                                     Page 9
<PAGE>

      Investing activities relating to purchases of fixed assets increased as
new manufacturing cells were constructed to provide additional flexibility in
production scheduling and increase capacity. In addition, the Company completed
construction of a roll-forming machine in May 2002 and has commenced supplying
enhanced surface tubing for boiler related applications.

      Net cash used in financing activities in the period ended September 30,
2002 was $193,503 as compared to net cash used of $48,046 for the comparable
period of the prior year. The improvement in gross margin generated additional
cash flow from operations, which in turn was used to reduce the average loan
balance advanced to the Company in fiscal 2003. During both periods, net
repayments of principal reduced the overall level of debt carried by the
Company.

      Inflation and other cost increases continue to play a more significant
role in the Company's day-to-day operations as competitive pricing pressures
created in part by weakened demand for products in certain markets restrict the
Company's ability to fully recover added expenses. Improvements in manufacturing
processes and procedures enable the Company to offset a portion of the effects
of inflation and continuing internal refinements are expected to generate
ongoing cost reductions. Future increases in interest rates charged by financial
institutions will impact both the Company's cost of borrowing to fund future
growth as well as the ability of its customers to sell products in markets
sensitive to interest rate fluctuations.

FORWARD LOOKING STATEMENTS

      This quarterly report contains certain forward-looking statements
regarding the Company, its business prospects and results of operations that are
subject to certain risks and uncertainties posed by many factors and events that
could cause the Company's actual business, prospects and results of operations
to differ materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: the Company's ability to successfully and timely develop and
finance new projects, the impact of competition on the Company's revenues, and
changes in unit prices, supply and demand for the Company's tubing product line
especially in applications serving the commercial, industrial and residential
construction industries.

      When used, words such as "believes," "anticipates," "expects," "continue",
"may", "plan", "predict", "should", "will", "intends" and similar expressions
are intended to identify forward-looking statements, but are not the exclusive
means of identifying forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. The Company undertakes no obligation to revise any
forward-looking statements in order to reflect events or circumstances that may
subsequently arise. Readers are urged to carefully review and consider the
various disclosures made by the Company in this report, news releases, and other
reports filed with the Securities and Exchange Commission that attempt to advise
interested parties of the risks and factors that may affect the Company's
business.


                                    Page 10
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

PART I - Continued

Item 3 CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures -

      Management believes that the Company's disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 (the "Exchange Act"))
provides the material information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act within the specified
time periods under the Exchange Act.

(b) Changes in internal controls -

      There were no significant changes made and no corrective actions taken in
the Company's internal controls or in other factors that could significantly
affect the Company's disclosure controls and procedures subsequent to the
Evaluation Date. No significant deficiencies or material weaknesses in such
disclosure controls and procedures requiring corrective actions were uncovered.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

      There are no material legal proceedings known or threatened against the
Company.

Item 2. Change in Securities.

      No class of registered securities of the Company have been materially
modified, and no class of registered securities have been materially limited or
qualified by the issuance or modification of any other class of securities of
the Company.

Item 3. Defaults Upon Senior Securities.

      There have been no defaults of any terms of the Company's securities.

Item 4. Submission of Matters to a Vote of Security Holders.

      No matters were submitted to a vote of the Securities Holders of the
Company during the quarterly period for which this report is filed.

Item 5. Other Information.

      None

Item 6. Exhibits and Reports on Form 8-K.

      (a)   Exhibit 99.1 (Registrant Certification) has been submitted with this
            report.

      (b)   No reports on Form 8-K were filed during the quarter for which this
            report is filed.


                                    Page 11
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                                 SIGNATURE PAGE

      In accordance with the requirements of the Exchange Act, the registrant
      caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.

                                       THERMODYNETICS, INC.


      Date: November 12, 2002          By: /s/ Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President and Chief Executive Officer


      Date: November 12, 2002          By: /s/ Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer


                                    Page 12
<PAGE>

CERTIFICATION pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert A. Lerman, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Thermodynetics, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a) designed such disclosure controls and procedures to provide that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      b) evaluated the overall effectiveness of the registrant's disclosure
      controls and procedures to provide that material information relating to
      the registrant, as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the overall
      effectiveness of the disclosure controls and procedures to provide that
      material information relating to the registrant, based on our evaluation
      as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
knowledge and our most recent evaluation, to the registrant's auditors:

      a) all significant deficiencies in the design or operation of internal
      controls which could materially adversely affect the registrant's ability
      to record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not to the best of our knowledge and belief there
were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


      Date: November 12, 2002          By: /s/ Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President and Chief Executive Officer


                                    Page 13
<PAGE>

CERTIFICATION pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert I. Lieberman, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Thermodynetics, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a) designed such disclosure controls and procedures to provide that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      b) evaluated the overall effectiveness of the registrant's disclosure
      controls and procedures to provide that material information relating to
      the registrant, as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the overall
      effectiveness of the disclosure controls and procedures to provide that
      material information relating to the registrant, based on our evaluation
      as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
knowledge and our most recent evaluation, to the registrant's auditors:

      a) all significant deficiencies in the design or operation of internal
      controls which could materially adversely affect the registrant's ability
      to record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not to the best of our knowledge and belief there
were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


      Date: November 12, 2002          By: /s/ Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer


                                    Page 14