DATEDDecember 2010 THERMODYNETICS, INCas SellerEXECUZEN LTDandBURLINGTON HOLDINGS, INCas BuyersAGREEMENTfor the sale andpurchase of 1,100,000 shares in Turbotec Products plcBerwin Leighton Paisner LLPAdelaide House London Bridge London EC4R 9HATel: +44 (0)20 3400 1000Fax: +44 (0)20 3400 1111

(1)

THERMODYNETICS, INC a company registered in the state of Nevada USA whose principal place of business is at 651 Day Hill Road Windsor Connecticut 06095 (the “Seller”)

(2)

EXECUZEN LTD, a company incorporated under the laws of England and Wales with company number ###-###-#### whose registered office is at 4th Floor 7 Birchin Place London EC3V 9BW (“Execuzen”)

(3)

1

1.1

 

(a)

(in relation to an individual):

 

(i)

a relative that is that individual’s issue, step-child, spouse, civil partner, brother, sister or parent;

 

(ii)

a company which is, or may be, controlled (within the meaning given in section 840 ICTA) by that individual or a relative (as defined in paragraph (i) above) of that individual, or by two or more of them; and

 

(b)

(in relation to a company) a Subsidiary Undertaking or Parent Undertaking of the company, and any other Subsidiary Undertaking of any Parent Undertaking of that company.

1.2

A reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.

1.3

Any reference to a statute, statutory provision, subordinate legislation, code or guidance (“statutory provision”) is a reference to such statutory provision as amended and in force from time to time and to any statutory provision which re-enacts or consolidates (with or without modification) any such statutory provision except to the extent that, as between the parties, any such amendment or modification coming into force after the date of this Agreement would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party under this Agreement.

1.4

Reference to:

 

(a)

the singular includes the plural and vice versa; and

 

(b)

one gender includes all genders.

1.5

Unless otherwise stated, a reference to a Clause or Schedule is a reference to a Clause or Schedule to, this Agreement and a reference to this Agreement includes its Schedules.

1.6

Clause headings in this Agreement and in the Schedules are for ease of reference only and do not affect its construction.

2

2.1

The Seller agrees to sell the Shares with full title guarantee free from Encumbrances and the Buyers agree to purchase the Shares with all rights attaching to them with effect from Completion.

2.2

The Seller waives all pre-emption rights and other rights of first refusal in relation to any of the Shares, whether under the articles of association of the Company or otherwise.

3

3.1

The purchase price for the Shares shall be the sum of £308,000 (or its US dollar equivalent) (the “Purchase Price”) payable in cash at Completion to the Seller, which shall be satisfied by the Buyers by payment to the Seller's Solicitors and/or the Seller’s US Attorney. Upon receipt of the Purchase Price by the Seller’s Solicitors or the Seller’s US Attorney, the Seller shall procure that the Purchase Price is transferred into the Escrow Account.

 

The Seller acknowledges and agrees that the Buyers may pay all or part of the Purchase Price in pounds sterling to the Seller’s Solicitors or in US dollars to the Seller’s US Attorney.

3.2

The Purchase Price shall be payable by the Buyers to the Seller in the following portions:

 

(a)

£154,000 (or its US dollar equivalent) by Execuzen (being approximately 50% of the aggregate Purchase Price); and

 

(b)

£154,000 (or its US dollar equivalent) by Burlington (being approximately 50% of the aggregate Purchase Price).

3.3

The Seller acknowledges and agrees that any of the Buyers may at their sole discretion pay the Purchase Price (or any part of it) in US$ at the Relevant Exchange Rate (defined below).

3.4

For the purposes of this Agreement, the “Relevant Exchange Rate” for pounds sterling (£) to United States dollars (US$), shall be the spot rate of exchange for the purchase of $US with pounds sterling printed in the London edition of the Financial Times on the Business Day before the date for payment.

4

4.1

Completion shall take place at the offices of the Buyers’ Solicitors immediately following the signing of this Agreement.

4.2

The Seller shall deliver to the Buyers:

 

(a)

a certified copy of the resolutions of the directors of the Seller authorising the entering into of this Agreement and any other transactions contemplated by it;

 

(b)

a copy of a legal opinion from counsel in the United States of America in the Agreed Form (as to capacity and registration);

 

(c)

completed and signed transfers of the Shares, in favour of the Buyers  or as they direct in respect of the Shares being purchased by each of them as set out in the Schedule (Number of Shares being purchased by each Buyer ), together with the relevant share certificates;

 

(d)

written confirmation from the Seller that there are no outstanding guarantees given by a member of the Group in favour of the Seller or its Associates and that neither the Seller nor any of its Associates will be  indebted to a member of the Group, save in relation to matters related to the UK Legal Proceedings, and/or the US Legal Proceedings if applicable;

 

(e)

pre-registration powers of attorney in the Agreed Form executed by the Seller in favour of the Buyers;

 

(f)

the Escrow Agreement in the Agreed Form, executed by the Seller; and

 

(g)

the Security Agreement in the Agreed Form, executed by the Seller.

4.3

Upon completion of the matters referred to in Clause 4.2, the Buyers shall pay by means of electronic funds transfer into the Seller’s Solicitors account and/or the Seller’s US Attorney’s account the aggregate amount of £308,000 or its US dollar equivalent, being the Purchase Price. A payment or series of payments made in accordance with this Clause 4 (Completion ) shall constitute a complete discharge of the Buyers’ obligations under Clause 3.1.  Upon receipt of the Purchase Price (or any part of it) by the Seller’s Solicitors or the Seller’s US Attorney, the Seller shall procure that the Purchase Price is transferred to the Escrow Account.

5

5.1

The Seller warrants and represents to the Buyers that:

 

(a)

it has the power and authority to enter into and perform this Agreement which constitutes, or when executed will constitute, valid and binding obligations on it in accordance with its terms and it shall comply with such terms;

 

(b)

the Seller is currently the legal and beneficial owner of 3,812,307 Ordinary Shares in the Company which equals approximately 29.77% of the entire issued share capital of the Company based on the Company's public announcements that there are 12,806,773 Ordinary Shares outstanding;

 

(c)

the Shares are owned by the Seller free from any Encumbrances and no other person is entitled to enjoy or exercise any rights whatsoever attaching to the Shares;

 

(d)

the Seller is entitled to transfer the ownership and/or title of the Shares to the Buyers on the terms of this Agreement without the consent of a third party;

 

(e)

the Seller is not prohibited or in any way restricted from transferring the ownership of the Shares to the Buyers or performing its obligations under this Agreement;

 

(f)

there are no judicial, administrative or other governmental actions, proceedings or investigations pending against the Seller, or to the knowledge of the Seller, threatened, except as disclosed in the quarterly report of the Seller filed on Form 10-Q on 13 August 2010 with the SEC on the Edgar filing system;

 

(g)

the use of the proceeds from the sale hereunder is to first satisfy the remaining unpaid amount of money (referred to herein as the “Litigation Sum”) upon award to the Company and to be paid by the Seller under the lawsuit instituted by the Company on 8 January 2008 in the High Court in England, case no. HC08C00046, against Turbotec Products Plc (the “Litigation”); the amount of the Litigation Sum is being challenged by the Seller in the High Court.  Any and all remaining proceeds shall be used at the discretion of Seller.

5.2

Each of the Warranties is without prejudice to the other Warranties and, except where expressly stated otherwise, no Clause governs or limits the extent or application of the other Clauses.

6

7

7.1

If any of the Shares are transferred to an Associate of the Buyers after Completion, the benefit (but not the burden) of this Agreement may be assigned wholly to the transferee who shall accordingly be entitled to enforce it against the Seller as if it were named in this Agreement as a Buyer.

7.2

This Agreement binds each party’s successors and permitted assigns and personal representatives (as the case may be).

7.3

Except as expressly provided above and in Clause 8.6. none of the rights of the parties under this Agreement may be transferred.

8

8.1

Subject to Clause 8.4 and Clause 8.5, during the 18 months following Completion, if the Seller proposes to Dispose of any Ordinary Shares (the “Sale Shares”), the Seller shall, not less than 30 days prior to the proposed date of the Disposal (the “Date of Sale”), provide to each of Execuzen and Burlington written notice of the proposed Disposal, setting out the terms and conditions of the Disposal (including, but not limited to, the price (the “Sale Price”)), along with such other reasonably available information and documentation (including, but not limited to, from a bona fide third party) as each of Execuzen or Burlington may reasonably requir e (the “Sale Notice”).  Execuzen and Burlington shall each have the right (the “Right of First Refusal”) to purchase a number of such Sale Shares up to the total number of Sale Shares subject to the Disposal by the Seller on the same terms and conditions (including, but not limited to, the Sale Price) as set forth in the Sale Notice.  If Execuzen and/or Burlington wish to exercise their Right of First Refusal, they shall each provide the Seller with a written notice at least ten days prior to the date of completion of the proposed Disposal as set out in the Sale Notice (the “Buy Notice”) specifying the number of Sale Shares they wish to purchase.  If either of Execuzen and Burlington wish to exercise their Right of First Refusal in relation to the total number of Sale Shares pro posed to be sold pursuant to the terms of the Disposal then the number of Sale Shares purchased by each party shall be allocated between them as agreed by Execuzen and Burlington and notified to the Seller or, failing that, on a pro-rata basis to their respective existing holdings of Ordinary Shares (on a fully diluted basis).  Failure to provide a Buy Notice in accordance with this Clause 8.1 by any of the Buyers shall be deemed a waiver of that party’s Right of First Refusal.

8.2

Completion of any sale by the Seller to Execuzen and/or Burlington (as applicable) pursuant to Clause 8.1 (a “Share Sale”) shall take place on or before the Date of Sale.  The parties shall act reasonably and in good faith and do all such things and execute all such documents and deeds and do anything reasonably necessary to give effect to any Share Sale.  The Ordinary Shares sold pursuant to any Share Sale shall be deemed to be sold by the Seller with full title guarantee with effect from the date of transfer. If the Seller fails to carry out the Share Sale in accordance with this Clause 8.2 Execuzen and/or Burlington (as applicable) may appoint some other person to execute appropriate transfers on the Seller’s behalf and to give a receipt for the purchase price which shall be paid over to the Seller.< /div>

8.3

If any Sale Shares remain unallocated following completion of the process pursuant to Clause 8.1, the Seller may, at any time within one calendar month of the Date of Sale, transfer any unsold Sale Shares on the same terms and conditions as the proposed Disposal (including, but not limited to, the Sale Price) as detailed in the Sale Notice. Any unsold Sale Shares which are not transferred by the Seller pursuant to this Clause (within the one calendar month period referred to in this Clause 8.3) shall be subject to the Right of First Refusal.

8.4

Execuzen shall be entitled to exercise the Right of First Refusal pursuant to Clause 8.1 for so long as it has not sold more than 30 per cent. of its holding in the Company (but excluding any Disposal by Execuzen to JD, Burlington or Adrian Ezra) measured immediately following Completion.

8.5

Burlington shall be entitled to exercise its right of First Refusal pursuant to Clause 8.1 for so long as it has not sold more than 30 per cent. of its holding in the Company (but excluding any Disposal by to JD, Burlington, Execuzen or Adrian Ezra) measured immediately following Completion.

8.6

Each of Execuzen and Burlington may assign all or part of its Right of First Refusal to any of Adrian Ezra or JD and, upon the assignment of such right, references to “Execuzen” or “Burlington” in Clause 8.1, Clause 8.2, Clause 8.4 and Clause 8.5 shall be construed accordingly.

9

9.1

Subject to Clause 9.2 and except as required by law, the AIM Rules, the UK Listing Authority, the London Stock Exchange plc or the Panel on Takeovers and Mergers, no announcement or statement shall be made in relation to this Agreement or another of the parties to this Agreement, except for any announcement specifically agreed between the parties.

9.3

Except as required by law or any regulatory body the Seller and the Buyers shall keep confidential this Agreement and its terms and conditions and shall not disclose the same to any third party without the prior written consent of the other parties.

10

10.1

The rights and remedies of the Buyers shall not be affected by, and the Warranties shall not be regarded as being qualified:

(b)

by any matter within the actual, imputed or constructive knowledge of the Buyers or of any of their agents or advisers.

10.2

11

12

13

14

14.1

14.2

Execuzen

50%

550,000

Burlington

50%

550,000

Executed as a deed by

THERMODYNETICS, INC acting by:

)

)

/s/

………………………………………………………….

Robert A Lerman, President, Secretary

and a director

 

 

/s/………………………………………………………….

John F. Ferraro, Chairman, and a director

Executed as a deed by

EXECUZEN LTD in the presence of:

)

)

/s/

………………………………………………………….

Director

Name of witness:

Signature of witness:

Address:

Occupation:

Executed as a deed by BURLINGTON

HOLDINGS, INC acting by

 

in the presence of:

)

)

)

)

)

/s/

………………………………………………………….

Name of witness:

 

Signature of witness:

 

Address:

 

Occupation: