Exhibit 10.1

    

       

      CONSULTING
SERVICES AGREEMENT

      BETWEEN
REXON LIMITED AND THERMOENERGY CORPORATION

      


      


      This
agreement (“Agreement”) is entered into as of the  3rd  day
of August 2009, between ThermoEnergy Corporation located at 124 West Capitol
Avenue. Suite 880, Little Rock, Arkansas 72201 (“TMEN”) and Rexon Limited
located at Suite 1000, 230 Park Avenue, New York, NY 10169
(“Rexon”),  and, with TMEN, the “Parties”).

      


      WHEREAS
TMEN desires to employ the services of Arthur Reynolds to serve as interim Chief
Financial Officer of TMEN and to assist TMEN in the structuring of a
recapitalization financing.

      


      WHEREAS
Rexon represents and warrants that Arthur Reynolds has the experience and
expertise to function as interim Chief Financial Officer of TMEN and to
structure a recapitalization financing.

      


      NOW
THEREFORE, in consideration of the mutual promises and covenants herein, TMEN
and Rexon mutually agree as follows:

      


      
        	
                 
      

              	
                 

              	
                      
                  1.
      RECITALS

                

              


      

      


      
        	
                 
      

              	
                1.1

              	
                Rexon shall assist TMEN by
      providing the services of Arthur Reynolds to assist TMEN with TMEN’s
      above-cited objective.

              


      

      


      
        	
                 
      

              	
                1.2

              	
                Rexon
      shall provide services to TMEN as an independent contractor and not as an
      employee of TMEN.

              


      

      


      
        	
                 
      

              	
                1.3

              	
                The
      Recitals shall be deemed to be part of the Agreement for all
      purposes.

              


      

      


      THEREFORE,
TMEN engages the services of Rexon.  In consideration of the mutual
promises contained in this Agreement, the Parties agree was
follows:

      


      
        	
                 
      

              	
                 

              	
                      
                  2.
      TERMS AND TERMINATION

                

              


      

      


      


      
        	
                 
      

              	
                2.1

              	
                The
      term shall commence on the Agreement date and shall remain in full force
      and effect unless otherwise agreed mutually by the
  Parties.

              


      

      


      
        	
                 
      

              	
                2.2

              	
                In
      consideration for the above-cited services, TMEN shall pay to Rexon a
      retainer in the amount of $15,000 per month, commencing August 1 2009,
      such payments to be made via wire transfer in accordance with Rexon’s
      instructions.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                2.3

              	
                In
      addition to the Retainer, TMEN shall issue to Rexon warrants to purchase
      TMEN shares at an amount equivalent to $15,000 per month commencing August
      1, 2009, at the share price prevailing on the first business day of each
      month.

              


      

      


      
        	
                 
      

              	
                2.4

              	
                TMEN
      may terminate the services of Arthur Reynolds at any time upon 180 days’
      written notice to Rexon.  Upon termination and at the notice
      period all obligations to make payments to Rexon in cash or securities
      shall become void.

              


      

      


      
        	
                 
      

              	
                2.5

              	
                All
      reasonable and customary expenses incurred by Rexon in connection with its
      services hereunder, including all reasonable and customary expenses
      incurred by Arthur Reynolds while serving as interim Chief Financial
      Officer of TMEN, shall be for the account of TMEN. Rexon shall account in
      a timely manner to TMEN for all
expenses.

              


      

      


      
        	
                 
      

              	
                2.6

              	
                In
      the event that TMEN is successful in its objective of successfully
      negotiating the contemplated recapitalization, Rexon shall be entitled to
      a bonus (“the success fee”) in an amount to be agreed by Rexon and the
      Compensation Committee of TMEN’s Board of Directors, such remuneration to
      be paid in cash or in securities or in a combination
      thereof.  In the event that all or part of the success fee is
      paid in securities, the price of such securities will be equal to the
      recapitalization share price.

              


      

      


      
        	
                 
      

              	
                2.7

              	
                For
      a period of five years from the date of this Agreement, in the event that
      any closed transaction between TMEN and any entity introduced to TMEN by
      Rexon provides TMEN with any financial or commercial advantages, TMEN and
      Rexon shall determine and agree reasonable and customary successful
      efforts compensation.

              


      

      


      
        	
                 
      

              	
                2.8

              	
                Rexon
      represents that it is not, and is not required under applicable law to be,
      registered as a broker/dealer or investment advisor under any applicable
      Federal or state law of the USA, and agrees that neither Rexon nor Arthur
      Reynolds will, in performance of this Agreement, engage in any activity
      that may be performed by a registered broker/dealer or registered
      investment advisor.

              


      

      


      


      
        	
                 
      

              	
                 

              	
                      
                  3.
      MISCELLANEOUS

                

              


      

      


      
        	
                 
      

              	
                3.1

              	
                Any
      notice required or permitted to be given under the Agreement shall be in
      writing and may be hand-delivered, faxed, mailed (return receipt
      requested) or sent by e-mail or other means of electronic transmission and
      shall be deemed given when
received.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       

      
        
          	
                   
      

                	
                  3.2

                	
                        
                    This
      Agreement is executed in two (2)
  originals.

                  

                


        

         

        
          	
                   
      

                	
                  3.3

                	
                  This
      Agreement shall be binding upon the Parties and their respective trustees,
      receivers, heirs, executors, administrators, successors and
      assigns.

                


        

        


        
          	
                   
      

                	
                  3.4

                	
                  The
      headings of this Agreement are for reference purposes only and shall not
      affect the meaning or interpretation of this
  Agreement.

                


        

        


        
          	
                   
      

                	
                  3.5

                	
                  Either
      Party’s waiver of any breach, or failure to enforce any of the terms and
      conditions of this Agreement, at any time, shall not in any way affect,
      limit, or waive such Party’s right thereafter to enforce and compel strict
      compliance with every term and condition under this
    Agreement.

                


        

        


        
          	
                   
      

                	
                  3.6

                	
                  The
      construction, performance and completion of this Agreement are to be
      governed by the laws of the State of New York,
  USA.

                


        

        


        
          	
                   
      

                	
                  3.7

                	
                  This
      Agreement supersedes any and all prior understandings, including written
      or oral agreements, between the Parties respecting the subject
      matter.

                


        

        


        
          	
                   
      

                	
                  3.8

                	
                  In
      the event of a disagreement or dispute regarding matters covered by this
      Agreement, which cannot be resolved by mutual agreement, the Parties shall
      submit such disagreement or dispute to binding arbitration in accordance
      with the rules and procedures of the American Arbitration
      Association.  Any questions of law shall be decided under the
      laws of the State of New York, USA.  It is the intention of the
      Parties hereto that this provision shall govern all
    disputes.

                


        

        


        
          	
                   
      

                	
                  3.9

                	
                  Any
      notice to be given under this Agreement shall be given by enclosing the
      same in a sealed postage prepaid envelope, and depositing the same in the
      United States Postal Services, addressed as
  follows:

                


        

        


        
          	
                  If
      to TMEN:

                	
                  Dennis
      Cossey

                
	 
      	
                  Chairman

                
	 
      	
                  ThermoEnergy
      Corporation

                
	 
      	
                  124
      West Capitol Avenue – Suite 880

                
	 
      	
                  Little
      Rock. Arkansas 72201

                
	 
      	 
      
	
                  If
      to Rexon:

                	
                  Arthur
      S. Reynolds

                
	 
      	
                  Director

                
	 
      	
                  Rexon
      Limited

                
	 
      	
                  Suite
      1000

                
	 
      	
                  230
      Park Avenue

                
	 
      	
                  New
      York, NY, 10169

                


        

         

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

        
 

        


        IN
WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above written.

        


        


        


        
          	 
      	
                  REXON
      LIMITED

                
	 
      	 
      
	 
      	
                  By:

                	
                    /s/  Arthur S.
      Reynolds

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  THERMOENERGY
      CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                    /s/  Dennis C.
      Cossey

                


        

      

       

       

       

       

       

       

       

       

       

       

       

       

      
        


        
          
            
               


            

            
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