CONSULTING SERVICES
AGREEMENT
BETWEEN REXON LIMITED AND
THERMOENERGY CORPORATION
This
agreement (“Agreement”) is entered into as of
the 3 rd 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:
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Rexon shall
assist TMEN by providing the services of Arthur Reynolds to assist
TMEN with TMEN’s above-cited objective.
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Rexon shall
provide services to TMEN as an independent contractor and not as an
employee of TMEN.
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The Recitals
shall be deemed to be part of the Agreement for all
purposes.
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THEREFORE,
TMEN engages the services of Rexon. In consideration of
the mutual promises contained in this Agreement, the Parties agree
was follows:
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The term
shall commence on the Agreement date and shall remain in full force
and effect unless otherwise agreed mutually by the
Parties.
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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.
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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.
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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.
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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
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