Exhibit
      10.2

    


    Bonus
      Agreement


    


    This
      Agreement is entered into on July 2, 2007, by ThermoEnergy Corporation, a
      Delaware corporation with offices located at 124 West Capitol Avenue, Suite
      880,
      Little Rock, Arkansas 72201 (the “Buyer”), CASTion Corporation, a Massachusetts
      corporation (“CASTion”), and Donald F. Farley (the “Agent”) as agent for certain
      employees of CASTion whose name and address are set forth at the end of this
      Agreement (the “Employees”). 

    


    WHEREAS,
      CASTion, certain shareholders of CASTion, and the Buyer are parties to that
      certain Agreement for the Purchase and Sale of Securities dated as of July
      2,
      2007, pursuant to which certain shareholders of CASTion will sell to the Buyer
      all of the capital stock of CASTion owned by such shareholders, and all of
      their
      rights under certain promissory notes issued by CASTion, in exchange for a
      combination of cash and securities to be issued by the Buyer (the
“Acquisition”); 

    


    WHEREAS,
      CASTion employs the Employees and the Employees provide services to CASTion;
      

    


    WHEREAS,
      CASTion and the Buyer wish to reward the Employees for their past contributions
      to CASTion; and

    


    WHEREAS,
      the execution and delivery by the Buyer of this Agreement is a condition
      precedent to the consummation of the Acquisition by CASTion and its
      shareholders;

     

    NOW,
      THEREFORE, in consideration of the mutual promises, agreements and provisions
      contained in this Agreement, and for other good and valuable consideration,
      the
      receipt and adequacy of which are hereby acknowledged, the parties agree as
      follows:

     

    1. Allocation
      of Bonuses.
      CASTion
      has allocated an aggregate of $300,000 to the Employees in the respective
      amounts identified on Schedule A hereto (such amounts having been determined
      and
      agreed to by the compensation committee of CASTion’s board of directors prior to
      the consummation of the Acquisition). Such amounts shall be unvested, and no
      Employee shall have any right to receive any amount under this Agreement except
      as set forth herein. 

    


    2. Vesting
      of Bonuses.
      The
      right of each Employee to receive the amount set forth opposite his or her
      name
      on Schedule A shall vest on the first to occur of the following events:


    


    (a) Upon
      the
      consummation by the Buyer, or any of its subsidiaries (including CASTion),
      of a
      Financing Transaction (as defined below), the net proceeds of which to the
      Buyer
      or such subsidiaries, taken together with the net proceeds of all prior
      Financing Transactions, but without taking into account any prepayment of the
      Convertible Notes issued by the Buyer in connection with the Acquisition upon
      the consummation of any Financing Transaction, is greater than $3,000,000.00,
      each Employee shall vest in the right to receive his or her pro rata share
      (as
      determined for each employee by dividing the amount set forth opposite his
      or
      her name on Schedule A by $300,000) of the amount which is 1.875% of the amount
      by which the net proceeds to the Buyer in such Financing Transactions exceed
      $3,000,000 (the “Vested Amount”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)  Upon
      the
      consummation of a Change of Control of the Buyer, each Employee shall vest
      in
      the right to receive the amount set forth opposite his or her name on Schedule
      A.

    


    (c)  The
      vesting of rights under this Agreement shall be cumulative, but in no event
      shall any Employee be entitled to receive more under this Agreement than the
      amount set forth opposite his or her name on Schedule A.

    


    3. Payment
      of Bonuses.
      

    


    (a)  The
      Buyer
      shall pay, or shall cause CASTion to pay, to all Employees the Vested Amounts
      immediately upon the occurrence of an event identified in Section 2(a) above.
      

    


    (b) The
      Buyer
      shall pay, or shall cause CASTion to pay, to all Employees the amounts set
      forth
      opposite their respective names immediately upon the occurrence of an event
      identified in Section 2(b) above, less any amount(s) previously paid under
      Section 3(a). 

    


    4. Definitions.
      For
      purposes of this Agreement:

    


    (a) “Financing
      Transaction” shall have the definition assigned to such term in the Convertible
      Notes.

    


    (b) “Change
      of Control” shall mean (i) the acquisition by any one person, or more than one
      person acting as a group, of ownership of stock of the Buyer that, together
      with
      stock held by such person or group, constitutes more than 50 percent of the
      total fair market value or total voting power of the stock of the Buyer; (ii)
      the sale, conveyance, transfer or other disposition by the Buyer of all or
      substantially all its property, assets or business to another person, or (iii)
      the acquisition by any one person, or more than one person acting as a group
      (whether in one transaction or during the 12-month period ending on the date
      of
      the most recent acquisition by such person or persons) of ownership of stock
      of
      the Buyer possessing 50 percent or more of the total voting power of the stock
      of the Buyer.

     

    5. Reductions
      for Tax Withholding.
      Payment
      of any amounts under this Agreement shall be reduced by all required payroll
      withholding and other taxes, which amounts will be paid over to applicable
      tax
      authorities in payment of such taxes. 

    


    6. Nature
      of Relationship. This
      Agreement is not an employment contract and, subject to the terms of any other
      agreement between an Employee and the Buyer or CASTion, the Buyer and CASTion
      reserve the right to terminate the employment of any Employee at any time with
      or without cause. The termination of an Employee’s employment with Buyer or
      CASTion, with or without cause, however, shall not terminate any of the
      obligations of Buyer or CASTion under this Agreement, all of which shall survive
      the termination of such employment. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7. Rights
      under this Agreement.
      No
      Employee shall have any rights under this Agreement unless and until Acquisition
      is consummated.

    


    8.  Concerning
      the Agent.
      

    


    (a) As
      soon
      as practicable after the consummation of the Acquisition, the Agent shall
      deliver a copy of this Agreement to each Employee; provided,
      however,
      that in
      lieu of providing a copy of Schedule A hereto, the Agent shall deliver a written
      instrument to each Employee setting forth the amount to which the respective
      Employee has been allocated pursuant to this Agreement. No Employee (with the
      exception of the Agent) shall have any right to obtain a copy of Schedule A
      in
      its entirety or to learn of the amounts allocated to any other
      Employee.

    


    (b)  The
      Agent
      shall be entitled to enforce this Agreement on behalf of the Employees, but
      shall not be obligated to do so. If the Agent declines to enforce this
      Agreement, he shall notify the Employees of their right to do so under Section
      9
      of this Agreement.

    


    (c) The
      Agent
      shall not be responsible to any Employee for the payment of any sums hereunder
      (other than to remit to any Employee any amount which may be paid to the Agent
      on behalf of such Employee) or for any action taken or omitted to be taken
      by
      him hereunder or in connection herewith, except for his own gross negligence
      or
      willful misconduct as determined by a final non-appealable judgment of a court
      of competent jurisdiction.

    


    9. Third
      Party Beneficiaries.
      Each
      Employee, together with his or her administrators, executors, estates and heirs,
      shall be third party beneficiaries of this Agreement and shall have the right
      to
      enforce this Agreement with respect to such Employee. 

    


    10. Miscellaneous.

    


    (a) This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original and all of which together will constitute one
      instrument.

     

    (b) If
      any
      provision of this Agreement is invalid, illegal or unenforceable in any respect,
      the validity, legality and enforceability in every other respect of such
      provision and of the remaining provisions shall not in any way be affected
      or
      impaired thereby. If a court determines that any provision herein is invalid,
      illegal or unenforceable, for any reason, such provision shall be deemed amended
      to the extent necessary to comply with such determination, and such provision,
      as so amended, shall be valid and binding as though the invalid, illegal or
      unenforceable portion had not been included herein.

     

    (c) This
      Agreement constitutes the complete, final and exclusive statement of the
      agreement between the parties pertaining to the subject matter hereof and
      supersede all prior agreements, understandings, negotiations and discussions,
      whether oral or written, of the parties. No amendment, supplement, modification,
      rescission or waiver of this Agreement shall be binding unless executed in
      writing by the parties. No waiver of any of the provisions of this Agreement
      shall be deemed or shall constitute a continuing waiver unless otherwise
      expressly provided. The parties expressly acknowledge that they have not relied
      upon any prior agreements, understandings, negotiations and discussions, whether
      oral or written.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) This
      Agreement shall be binding upon and shall inure to the benefit of the parties,
      their successors, assigns and legal representatives. This Agreement shall be
      governed by and construed in accordance with the laws of the Commonwealth of
      Massachusetts. Any action or proceeding arising out of or related to this
      Agreement may be brought in the state or federal courts which have jurisdiction
      over Middlesex County in the Commonwealth of Massachusetts. 

     

    IN
      WITNESS WHEREOF, the parties hereby execute this Agreement as of the date set
      forth below.

     

    
      	THERMOENERGY
              CORPORATION	 	CASTION
              CORPORATION
	 	 	 	 	 
	By:	/s/ Andrew
              T.
              Melton 	 	 By:	/s/ Jeffrey
              L. Powell 
	 	
              
Authorized
              Signature	 	 	
              
Authorized
              Signature
	 	
            	 	 	
            
	Name: 	
               Andrew T. Melton

            	 	 Name: 	Jeffrey L. Powell
	 	 	 	 	 
	Title:	 EVP and CFO	 	Title:	CEO
	 	 	 	 	 


    

     

    /s/
      Donald
      F. Farley

    
      
 Donald
      F.
      Farley
      As
        Agent
        for the Employees

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      A

    


    
      	
              Employee

            	 	
              Amount
                of Bonus

            	 
	 	 	 	 
	
              Jeffrey
                L. Powell

            	 	
              $

            	
              200,000.00

            	 
	
              Steven
                Brown

            	 	 	
              30,000.00

            	 
	
              Mark
                Simon

            	 	 	
              20,000.00

            	 
	
              Phil
                Kemp

            	 	 	
              20,000.00

            	 
	
              George
                Chapas

            	 	 	
              20,000.00

            	 
	
              Ed
                Jablonski

            	 	 	
              10,000.00

            	 
	
              Total

            	 	
              $

            	
              300,000.00