Exhibit 10.6














SECURITIES TRANSFER AGREEMENT


SECURITIES
TRANSFER AGREEMENT (the "Agreement"),
dated as of August 1, 2012,
by and between Charles
M. Basner ("Seller"),
and Star City Capital, LLC ("Purchaser")
.


The
Seller is the holder of that certain Promissory Note dated
July 22, 2011, issued
by Kenergy Scientific,
Inc. (the "Company")
in the original principal amount of $100,000.00 (the "Original
Note").


The
Seller has certain rights with respect to the Original Note. Such
rights are referred to collectively as the "Seller's
Transaction Rights." The Original Note and the Seller's Transaction Rights are referred to collectively as the "Transferred
Rights."


Seller
desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, $25,000.00
in principal of the Original Note, including accrued interest
equal to [zero] (the "Purchased Note"),
such purchase and sale shall be made upon the terms and conditions set forth in this Agreement.


Purchasers
and Seller are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by
the Securities Act of 1933, as amended (the "1933
Act");


NOW
THEREFORE, in consideration of the premises
and the mutual covenants contained herein and other good
and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
parties agree as follows:


	1.		PURCHASE AND SALE OF SELLER’S TRANSACTION RIGHTS.



	a.		Purchase of the Transferred Rights.



	(i)		On the Transfer Closing
Date (as defined below), Seller agrees to sell and deliver
to Purchaser, and Purchaser agrees to purchase from Seller,
(x) the Purchased
Note and (y) the Seller's
Transaction Rights associated with the Purchased Note, in
consideration of Purchaser's payment
in cash of the Transfer Price to Seller.



	(ii)		Purchaser understands and acknowledges that the rights and privileges relating to
the Transferred Rights are set forth in the Original Note and Purchaser represents that Purchaser has reviewed the terms and provisions
contained therein.



	b.		Transfer Closing Date. Subject to the satisfaction (or
waiver) of the conditions thereto set forth in Section 4 and Section 5 below, the
date and time of the sale of the Purchased



 


 


 


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Note by Seller
to Purchaser pursuant to this Agreement ("Transfer
Closing Date") shall be no later than August 3,
2012. The closing of the transactions contemplated by this
Agreement (the "Closing")
shall occur at such
other location as may
be agreed
to by the parties.



	c.		Form of Payment.
On the Transfer Closing Date, (i)
Purchaser shall pay the Transfer Price equal to $25,000.00
in United States dollars by wire transfer of immediately available
funds to the Seller (ii) Seller shall deliver to Purchaser the Purchased Note, duly
endorsed to Purchaser.



	d.		Consent and Acknowledgments of the Company.



	(i)		The Company, as
evidenced by its signature at the foot of this Agreement, hereby represents and warrants that upon Purchaser's delivery
to the Company of the Purchased
Note (together
with endorsement by
the Seller) the Company shall
promptly cause
to be issued to and in the name of Seller (i) issue one or more promissory notes
representing the Purchased
Note in the name of such Purchaser
on or promptly after
a Transfer Closing
Date (the
"Replacement
Note").
The Replacement Note
issued to the Purchaser
shall have the same terms as the Purchased Note
except the Replacement
Note (i) shall
indicate that the
Note was originally
issued to the Seller
on July 22, 2011
(the "Issuance
Date"), (ii)
notwithstanding
the convertibility
of the Original
Note, the Replacement Note shall be convertible
into the Company's
common stock, at
any time at the option of the Purchaser,
at an initial conversion
price per share equal to fifty
percent (50%) (the
"Discount")
of the lowest
closing
bid price for the Company's
common stock during the five
(5) trading
days immediately
preceding a conversion
date, as reported by
Bloomberg (the "Closing
Bid Price")
("Initial
Conversion
Price"); provided
that if the closing
bid price for the common stock on the Clearing Date (defined below)
is lower than the Closing Bid Price, then the Purchase
Price shall be adjusted such that the Discount shall be
taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such
adjusted Purchase Price, and (iii) the Replacement Note shall
have a limitation on conversion equal to 9.99% of the Company's outstanding common stock.
For purposes of this Agreement, the
Clearing Date shall be on the date in which the
conversion shares
are deposited into the Purchaser's
brokerage account and Purchaser's
broker has confirmed
with Purchaser
the Purchaser may
execute trades of
the conversion
shares.



	(ii)		The signature
by the Company also
represents the Company's
agreement
to (x) pay to
Purchaser and
(y) treat
Purchaser as a party
to, and having
all the rights
of, and obligations
of, in the place and
stead
of Seller with
respect
to the Purchased Note.



	(iii)		The Company represents
that by a date no later than the Issuance Date,
(w) the Company
had accrued payment
obligation to Seller equal to the principal
amount of the Purchased Note,
and (x) the Original
Note had been issued to Seller.
The Company has no
information that Seller did not have
continuous and uninterrupted
beneficial ownership of the
Original Note since the Issuance Date through
and including the date hereof.



 


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	(iv)		The Company acknowledges that it will take all reasonable
steps necessary or appropriate, including providing an opinion of counsel confirming the rights of Purchaser to sell shares of
Common Stock issued to Purchaser on conversion of the Replacement Note pursuant to Rule 144 as promulgated by the SEC ("Rule
144"), as such Rule may be in effect from time to
time. If the Company does not promptly provide an opinion from Company counsel, and so long as the requested sale may be made
pursuant to Rule 144, the Company agrees to accept an opinion of counsel to the Purchaser which opinion will be issued at the
Company's expense.



	(v)		The Company confirms that it has instructed its transfer
agent to reserve at least 15,000,000 shares of its Common Stock for issuance to Purchaser on conversion of the Replacement Note
and has provided Purchaser with copy of such letter ("Transfer Agent Instruction Letter").



	(vi)		The Company confirms that,
upon consummation of the transactions contemplated hereby, Purchaser will be entitled to all
of the rights held by Seller under the Purchased Note as if Purchaser had been a holder of the Purchased Note, all of which,
to the best knowledge of the Company, remain
in full force and effect as of the date hereof. To the
best knowledge of the Company, no payments have been made
to Seller on account of any such rights and Seller has not, directly
or indirectly, waived or relinquished any of such rights.
In furtherance of the foregoing and not in limitation thereof, the Company acknowledges that no liquidated damages have
accrued with respect to the Transferred Rights, and (y)
all other provisions of the Original Note remain in full force and effect.



	(vii)		The Company has provided all Current Public Information as defined in Rule 144 (c)
and has filed with the SEC all reports required to be filed under the Securities Exchange Act of 1934 (the "SEC Reports")
and covenants to file all required SEC Reports until the maturity date of the Purchased Note.



	(viii)		Except as specifically disclosed in its SEC Reports,
(i) there has been no event, occurrence or development
that, individually or in the aggregate,
has had or that could reasonably be expected to result in a Material Adverse Effect, (ii)
neither the Company nor any of its Subsidiaries has incurred any material liabilities other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company's financial statements pursuant to GAAP
or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting or the identity
of its auditors, (iv) the Company
has not declared or made any dividend
or distribution of cash or other property to its stockholders, in
their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
(except for repurchases by the Company of shares of capital
stock held by employees, officers,
directors, or consultants
pursuant to an option of the Company to repurchasesuch shares upon
the termination of employment or services), and (v) neither the Company nor any of its Subsidiaries has issued any equity securities
to any officer, director or Affiliate, except pursuant to existing Company stock-based plans. No representation or warranty or
other statement made by the Company or any Subsidiary in this Agreement or in its SEC Reports,
contains any untrue statement or omits to state a material fact necessary to make any such
statement, in light of the circumstances in which it was made, not misleading. 



 


 


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	(ix)		The Company acknowledges that Purchaser is expressly
relying on the provisions of this Section 1 (d) in entering into this Agreement and consummating the transactions contemplated
hereby.



	2.		PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser
represents and warrants to Seller and to the Company that:



	a.		Accredited Purchaser; Investment Purpose. Purchaser represents
that it is an "Accredited Investor" as defined
in Regulation D under the Securities Act of 1933. Purchaser
is purchasing the Purchased Note for its own account for investment purposes only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, nor with any present
intention of distributing or selling the same, and it has no present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof; provided, however, that
by making the representations herein, Purchaser does not agree to hold the Replacement Note or any
Common Stock issued upon conversion of or in payment of interest on the Replacement Note for
any minimum or other specific term and reserves the right to dispose of the Replacement Note or any of such Common Stock at any
time in accordance with or pursuant to a registration statement or ail exemption under the 1933 Act and applicable state securities
laws.



	b.		Reliance on Exemptions. Purchaser understands that the
Transferred Rights are being offered and sold to it in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and that Seller and the Company are relying upon the truth and accuracy of, and
Purchaser's compliance with, the representations, warranties,
agreements, acknowledgments
and understandings of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the relevant Transferred Rights.



	c.		Non-affiliate Status. Purchaser is not,
and has not for in excess of ninety (90) days been, and subsequent to the Transfer Closing
Date will not be, an "Affiliate" of the Company,
as that term is defined by Rule 144 under the 1933 Act. Purchaser
is not acting in concert with any other person in a manner that would require their sales of securities to be aggregated for purposes
of Rule 144 or would cause Purchaser to be considered an "Underwriter"
as that term is defined by Section 2 of the 1933 Act.



	 		 



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	d.		Company Information. Purchaser and its advisors, if any,
have been furnished with all materials relating to the business, finances
and operations of the Company, including copies of the
Company most recent publicly available financial statements as available as of June 30, 2012
on the SEC's EDGAR system. Purchaser and its advisors
have been afforded the opportunity to ask questions of
Seller. Neither such
inquiries nor any other due diligence investigation conducted
by Purchaser or any of its advisors or representatives
shall modify, amend or affect Purchaser's
right to rely on Seller's representations and warranties contained in Section 3 below.
Purchaser understands that its investment in Transferred
Rights, including but not limited to the relevant Purchased
Note (and/or in the Common Stock issuable thereunder),
involves a significant degree of risk.



	e.		Governmental Review. Purchaser understands that no United
States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement
of the Transferred Rights or of the Common Stock issuable thereunder.



	f.		Transfer or Resale. Purchaser understands that (i) the
sale or resale of the Replacement Note and the Common Stock issuable thereunder has not been registered under the 1933 Act or
any applicable state securities laws, and the Replacement Note and the Common Stock issuable thereunder may not be transferred
unless (a) such security is sold pursuant to an effective registration statement under the 1933 Act, (b) the security is sold
or transferred pursuant to an exemption from such registration, (c)
the security is sold or transferred to an "affiliate"
(as defined in Rule 144 promulgated under the 1933 Act or a successor rule; "Rule 144")
of Purchaser who agrees to sell or otherwise transfer the security only in accordance with this Section 2(t) and who is
an Accredited Investor, or (d) (i) the Common Stock is
sold pursuant to Rule 144, if such Rule is available;
(ii) any sale of such Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Common Stock under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) and may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.



	g.		Authorization; Enforcement. This Agreement has been
duly and validly authorized by Purchaser. This Agreement
has been duly executed and delivered on behalf of Purchaser, and this Agreement constitutes a valid and binding agreement of Purchaser
enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of creditors' rights and remedies or by other equitable principles of general application.



	h.		No Brokers. Purchaser has taken no action which would
give rise to any claim by any person for brokerage commissions, finder's
fees or similar payments relating to this Agreement or the transactions contemplated hereby.



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3. REPRESENTATIONS
AND WARRANTIES OF SELLER. Seller represents
and warrants to Purchaser that: 


	a.		Authorization; Enforcement.
(i) Seller has all requisite power and authority to enter into and perform this Agreement
and to consummate the transactions contemplated hereby and
to sell the relevant Purchased Note in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by
Seller and the consummation by it of the transactions contemplated hereby (including without limitation, the sale of the relevant
Transferred Rights to Purchaser) have been duly authorized
by Seller and no further consent or authorization of Seller or its members is required, (iii) this Agreement has been duly executed
and delivered by Seller, and (iv) this Agreement constitutes a legal, valid
and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies or by other equitable principles of general application.



	b.		Title. Seller has good and marketable title to the relevant
Purchased Note and Transferred Rights, free and clear of all liens, pledges and encumbrances of any kind.



	c.		No Conflicts. The
execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated
hereby (including, without limitation,
the sale of the relevant Transferred Rights to Purchaser) will not (i) violate or conflict
with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any
agreement, note, bond,
indenture or other instrument to which Seller is a party, or (ii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations and
regulations of any self-regulatory organizations to which
Seller is subject) applicable to Seller or by which any
property of the Seller are bound or affected. Except as specifically contemplated by this Agreement and as required under the
1933 Act and any applicable federal and state securities laws, neither
Seller nor the Company is required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency, regulatory agency, self
regulatory organization or stock market or any third party in order for it to execute, deliver
or perform any of its obligations under this Agreement in accordance with the terms hereof. Except for filings that may be required
under applicable federal and state securities laws in connection with the issuance and sale of the Purchased Note, all consents,
authorizations, orders, filings and registrations which
Seller is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.



	d.		No Brokers. Seller has taken no action which would give
rise to any claim by any person for brokerage commissions, finder's
fees or similar payments relating to this Agreement or the transactions contemplated hereby.



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	e.		Title; Rule
144 Matters.
Seller has owned
the Original Note since
the Issuance Date.
Seller is not, and for
a period of at least ninety (90)
days prior to the date hereof has not been, an
"Affiliate" of the
Company, as that term is
defined in Rule 144 of the
1933 Act. Subsequent
to the Transfer Closing
Date, Seller will
take no action which
would adversely affect
the tacking for the benefit of the Purchaser of
Seller's holding period
under Rule 144.



	f.		No Other Representations. Seller makes
no representations or warranties with respect to the Company, its
financial status, earnings, assets,
liabilities, corporate status
or any other matter.



	4.		CONDITIONS
TO SELLER'S OBLIGATION TO SELL. The
obligation of Seller hereunder to sell the Purchased
Note and deliver the
relevant Transferred Rights to the Purchaser
on the terms contemplated hereby at
the Closing is subject
to the satisfaction,
at or before the Transfer
Closing Date
of each of the following conditions thereto,
provided that these conditions
are for Seller's sole
benefit and may be waived
by Seller at any time
in its sole discretion:



	a.		Purchaser shall have
executed this Agreement and any amendment
thereto and delivered
the same to Seller.



	b.		Purchaser shall have
delivered the Transfer Price III accordance with
Section 1 (c) above.



	c.		The representations
and warranties of such Purchaser
shall be true and correct
in all material respects as of the date when made and as of the Transfer
Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date), and Purchaser shall have performed,
satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to
be performed, satisfied or complied with by Purchaser
at or prior to the Transfer Closing Date.



	d.		No litigation, statute, rule,
regulation, executive order, decree,
ruling or injunction shall have been
enacted, entered, promulgated
or endorsed by or in any court or governmental authority
of competent jurisdiction
or any self-regulatory
organization having
authority over the matters
contemplated hereby which prohibits the
consummation of any of the
transactions
contemplated by this
Agreement.



	5.		CONDITIONS
TO PURCHASER'S OBLIGATION
TO PURCHASE.
The obligation
of Purchaser hereunder
to purchase the Purchased
Note and the Transferred
Rights on the terms
contemplated hereby
at the Closing is
subject to the satisfaction,
at or before the Transfer
Closing Date
of each of the following
conditions,
provided that
these conditions are for Purchaser's
sole benefit and may be waived
by such Purchaser
at any time in its sole
discretion.



	 		 



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	a.		Seller shall have executed this Agreement and any amendment
thereto which shall have been acknowledged and consented by the Company, and delivered the
same to Purchaser.



	b.		Seller shall have delivered to Purchaser the Purchased
Note duly endorsed for transfer to Purchaser in accordance with Section 1 (c) above.



	c.		Purchaser shall have received an opinion of counsel of
the Company substantially in the form of Annex I attached hereto.



	d.		The representations
and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of
the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date)
and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by Seller
at or prior to the Transfer Closing Date.



	e.		No litigation, statute,
rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.



	f.		The Company has provided to the Purchaser a copy of the Transfer Agent Instruction
Letter.



	 		 



	 		 



	 		 



 


 


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6.GOVERNING LAW; MISCELLANEOUS


	a.		Governing Law;
Jurisdiction. THIS AGREEMENT SHALL
BE ENFORCED, GOVERNED
BY AND CONSTRUED IN
ACCORDANCE WITH THE
LAWS OF THE STATE OF
NEW YORK APPLICABLE
TO AGREEMENTS MADE
AND TO BE PERFORMED
ENTIRELY WITH SUCH STATE, WITHOUT
REGARD TO THE PRINCIPLES
OF CONFLICT OF LAWS.
THE PARTIES HERETO HEREBY
SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE UNITED
STATES FEDERAL COURTS LOCATED
IN THE CITY OF NEW YORK, NEW
YORK WITH RESPECT TO
ANY DISPUTE ARISING
UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN
CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE
OF AN INCONVENIENT
FORUM TO THE MAINTENANCE
OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER
AGREE THAT SERVICE
OF PROCESS UPON A PARTY MAILED
BY FIRST CLASS MAIL
SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE
SERVICE OF PROCESS UPON
THE PARTY IN ANY
SUCH SUIT OR PROCEEDING.
NOTHING HEREIN
SHALL AFFECT
ANY PARTY'S RIGHT
TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED
BY LAW. THE PARTIES
AGREE THAT A FINAL NON-APPEALABLE JUDGMENT
IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAYBE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON SUCH JUDGMENT
OR IN ANY OTHER LAWFUL MANNER. THE PARTIES HEREBY WAIVE A
TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT
BY EITHER OF THE PARTIES
HERETO AGAINST
THE OTHER IN RESPECT
OF ANY MATTER ARISING
OUT OF OR IN CONNECTION
WITH THIS AGREEMENT.



	b.		Counterparts; Signatures
by Facsimile. This Agreement may be executed in one
or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered
to the other patty. This
Agreement, once executed by a party, may
be delivered to the other party hereto
by facsimile transmission of a copy of
this Agreement bearing the
signature of the party
so delivering this Agreement.



	c.		Headings.
The headings of this
Agreement are for convenience
of reference only
and shall not form part of, or affect
the interpretation of, this Agreement.



	d.		Severability.
In the event that any provision of this Agreement is invalid
or enforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute
or rule of law. Any provision
hereof which may prove
invalid or unenforceable under any law
shall not affect the validity or enforceability
of any other provision
hereof.



 


 


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	e.		Entire Agreement; Amendments. This Agreement and the
instruments referenced herein contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Seller nor
Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.



	f.		Notices. Any notices
required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier (including
a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed
by regular United States mail, or upon receipt, if delivered
personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party.
The addresses for such communications shall be as provided in Schedule A annexed hereto. Seller may change its address by notice
similarly given to each Purchaser. Each Purchaser may change its address by notice similarly given to Seller.



	g.		Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns. Neither Seller nor Purchaser shall assign this
Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing,
subject to Section 2(f), Purchaser may assign its rights hereunder to any person that purchases
the same in a private transaction from Purchaser or to any of its "Affiliates," without the consent of Seller.



	h.		Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of,
nor may any provision hereof be enforced by, any other person.



	1.		Further Assurances.
Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions contemplated hereby.



 


 


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	j.		No Strict Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.



 


IN WITNESS
WHEREOF, each of Seller and Purchaser has caused this Securities Transfer Agreement
to be duly executed as of the date first above written. 


 


SELLER


 


CHARLES M. BASNER


 


/s/ Charles M Basner


 


PURCHASER


 


STAR CITY CAPITAL, LLC


By:


Title: Shraga Levin, Manager
Star City Capital, LLC


 


Company acknowledgement and
Consent


The undersigned
acknowledges and agrees to the representations, covenants and agreements made by it in Section
1 (d) of this Agreement. 


 


KENERGY SCIENTIFIC, INC.


 


By: /s/ Kenneth P. Glynn


Title: Kenneth P. Glynn, President


 


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SCHEDULE A


 


ADDRESSES FOR NOTICES


 


Seller;Charles
M. Basner


10
Orchard Blossom Rd


Windham,
NH 03087


Facsimile:


 


With
a copy to:


 


 


 


Purchaser;Yossi
Levin


Shraga
Levin


Managers


Star
City Capital, LLC


420
Crown St.


Brooklyn,
NY 11225


T:
347.423.1592


Yossi@starcitymedia.com


EIN:
46-0769123


 


 


 


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PROMISSORY
NOTE


 


	July
    22, 2011	$
    100,000.00
	 

         
	 


Whereas
Charles M. Basner, (“Lender”), having an address of 10 Orchard Blossom Rd., Windham, NH 03087, has loaned $ 100,000.00
to Kenergy Scientific, Inc., formerly SpeechSwitch, Inc. (“Borrower”), a New Jersey corporation, having an address
of 6 Minneakoning Rd., Flemington, NJ 08822 on this 22nd day of July, 2011, receipt of which is acknowledged;


 


 


Now,
Therefore, the parties agree as follows:


 


 


Borrower
shall pay Lender the full sum of $ 100,000.00, plus 7 % per annum interest on or before March 22, 2012. In the event that Borrower
fails to make payment in full on that date, then this Note shall automatically become a default instrument and Lender may take
whatever action he may elect to recover his loss, including legal action, with continuing accrual of 7 % per annum interest, and
attorney’s fees.


 


 






 










	Date: July 22,
     2011	Kenergy Scientific, Inc.
	 	By: /s/ Kenneth Glynn
	 	Kenneth Glynn
Chief
Executive Officer and Chief Financial Officer