Exhibit
      10.51

     

    Rentar
      Logic, Inc.

    Shareholders
      Agreement

    


    A
      binding
      SHAREHOLDERS AGREEMENT (“Agreement”) made and entered into as of this 4 day of
      June, 2008 by and among the undersigned shareholders of Rentar Logic, Inc.,
      a
      Delaware corporation [“Company” or “Rentar Logic”], Rentar Environmental
      Solutions, Inc., a Delaware corporation [“Rentar”], and NuState Energy Holdings,
      a Nevada corporation [“NuState”] (collectively “Shareholders” and each,
      individually, “Shareholder”).

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the Shareholders are the legal and beneficial owners of the number of shares
      of
      capital stock of Rentar Logic shown opposite their names on Schedule “A” to this
      Agreement;

    


    WHEREAS,
      Rentar Logic intends to, among other things, develop a full and complete
      business activity to develop, market, and sell the products and services of
      Rentar Logic and to bundle the Rentar Fuel Catalyst, and other Rentar products
      with Rentar Logic Intellectual Property, and services and to sell and support
      products and services as a group;

    


    WHEREAS,
      the Shareholders desire to provide for certain restrictions to the voting of,
      and transfer of the shares of Rentar Logic and held by each
      Shareholder;

    


    WHEREAS,
      Rentar and NuState entered into that certain April 10, 2008 Software Transaction
      Agreement providing for the creation of Rentar Logic, Inc. which by this
      agreement and related agreements owns all of the Intellectual Property
      previously owned by NuState Energy, Inc. plus all software applications
      developed by Rentar Logic;

    


    WHEREAS,
      Rentar, NuState, and Rentar Logic entered into that certain June 4, 2008 Capital
      Contribution Agreement;

    


    WHEREAS,
      the Shareholders desire to stipulate the provisions which shall govern and
      control their relationship with Company and with each other in connection with
      the business of the Company and the Transfer of Shares of the
      Company;

    


    WHEREAS,
      a Voting Trust Agreement (“Voting Trust”) was entered into as of June 4, 2008
      between the undersigned Shareholders of the Company and this Agreement provides
      certain restrictions on the transfer of the Voting Trust
      Certificates;

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants and conditions
      herein contained, the parties agree as follows:

    


    1.
       Recitals.
      Recitals stated above are true and correct and incorporated into the main part
      of this Agreement.

    


    2. The
      Business of Company.
      The
      business of the Company is to (i) develop a full and complete business activity
      to develop, market, and sell the products and services of Rentar Logic; and
      (ii)
      to bundle the Rentar Fuel Catalyst and other Rentar products with the Rentar
      Logic Intellectual Property, and services and to sell and support the products
      and services as provided in the April 10, 2008 Software Transaction Agreement
      entered into by and between NuState and Rentar.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3. Shares
      of Rentar Logic.
      The
      Parties to this Agreement irrevocably agree that each of the share certificates
      of each shareholder in Rentar Logic as identified in Schedule “A”,
      as
      updated from time to time as provided in this Agreement shall be subject to
      the
      terms and conditions of this Agreement

    


    4.
       Agreement
      to Vote Shares.
      The
      Parties to this Agreement irrevocably agree that each of the certificates issued
      pursuant to the June __, 2008 Voting Trust Agreement are subject to certain
      terms and conditions of this Agreement.

    


    5.
       Restrictions
      on Transfer of Stock of Company and/or Voting Trust Certificates.
      Rentar
      and NuState agree that NuState shall not at any time during the existence of
      this Agreement, directly or indirectly, sell, assign, transfer, pledge,
      hypothecate, encumber in any manner whatsoever, or otherwise dispose of,
      encumber, subject to lien, or claim of action, or as collateral ("Transfer")
      all
      or any part of the shares of stock in Company or any Trust Certificates, now
      owned by NuState, without first obtaining the written consent of
      Company.

    


    6.
       Voluntary
      Transfer of Stock of Company or Trust Certificates.
      Shares
      and/or Trust Certificates of Rentar Logic held (legally or beneficially) by
      a
      signatory to this Agreement may only be transferred as follows, after written
      notice to the other Shareholder:

    


    (a)
       Notwithstanding
      any other provision herein, each of Rentar and/or NuState may sell its shares
      and/or Trust Certificates to the other Shareholder on such terms and conditions
      as that Shareholder may agree.

    


    (b)
       Rentar
      shall have the right of first refusal to acquire the shares and/or Trust
      Certificates of Rentar Logic owned by NuState.

    


    (c)
       This
      Company and the resulting new shareholders or certificates holders shall be
      bound by all terms and conditions of the Agreement as to the newly issued share
      certificates and/or trust certificates which shall be recorded and reflected
      on
      an amended Schedule A of this Agreement. Each subscribing shareholder shall
      sign
      the amended Schedule A. If the receiving person refuses to sign the amendment
      to
      Schedule A of this Agreement, the Company shall have no obligation to transfer
      the shares or certificates and no effective transfer (legal or beneficial)
      shall
      have occurred.

    


    7. Endorsement
      on Company Stock Certificates or Trust Certificates.
      Simultaneously with the execution of this Agreement the following endorsement
      shall be placed on the face of each stock certificate and voting trust
      certificate of Company:

    


    The
      voluntary or involuntary transfer or encumbrance of this certificate is subject
      to the terms and conditions of an Agreement, dated the____ day of
      ____________________, 2008 and a Voting Trust Agreement dated as of June __,
      2008 by and between the holder of the certificate, Rentar Logic, Inc., and
      its
      Shareholders a copy of which Agreement is on file in the office of the Secretary
      of the Company.

    


    Upon
      the
      termination of this Agreement, such certificates shall be surrendered to the
      Company and new

    certificates
      without the foregoing endorsement shall be issued in lieu thereof. So long
      as
      this Agreement is in effect, all certificates issued shall be so
      stamped.

    


    8.
       Right
      of Preemption of Company.
      The
      Shareholders as set forth in Schedule A shall have seven days from the date
      of
      notice to exercise their right of preemption to purchase any additional stock
      offered for sale by Company. All new shares shall be subject to and covered
      by
      the June 4, 2008 Voting Trust Agreement. If any Shareholder elects not to
      exercise such right or fails to exercise such right of preemption, the shares
      offered shall be divided pro rata among the electing shareholders. The
      subscription price of the additional stock offered shall be set by the Board
      of
      Directors under the terms and conditions it deems appropriate under the then
      circumstances. This right and the resulting shares of the Company are
      non-transferable.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9. New
      Shareholders of Company.
      Any
      transferee acquiring any equity or equity type interest (including trust
      certificates) in Company shall be bound by all of the terms and conditions
      of
      this Agreement, whether or not the person executes a copy of this Agreement.
      Such transferee shall sign a counterpart of this Agreement. If such request
      is
      made, no distributions shall be made to such transferee until a counterpart
      of
      this Agreement is so executed. At the request of any Shareholder after the
      transfer, the Company can refuse to record and/or recognize any transfer of
      Shares or Voting Certificates of the Company unless such Transfer is consistent
      with all terms and conditions of this Agreement.

    


    10.
       Special
      Rules Governing the Board of Directors of Company.
      The
      Shareholders agree that the Board of Directors of Company shall be governed
      at
      all times by the following special rules:

    


    (a)
       All
      decisions of the Board of Directors of the Company shall be by majority vote
      of
      the total number of directors. A director may attend any meeting of the Company
      by telephone or be physically present but not by proxy.

    


    (b)
       The
      Shareholders of the Company agree to elect to the Board of Directors three
      people designated by Rentar and two people designated by NuState, each year
      so
      long as each of those persons continues to be a Shareholder and has not caused
      a
      material breach of this Agreement with respect to the Transfer of the Shares
      of
      the Company.

    


    (
      c )
 The
      Shareholders agree that the Company and/or its Directors are authorized to
      sign
      corporate documents on their behalf after first being duly instructed to do
      by
      each Shareholder.

    


    11.
       Other
      Provisions.
      (a)
      This Agreement constitutes the entire Agreement and any prior discussions,
      arrangement or agreement shall be agreed to be merged into this Agreement;
      provided, however, the April 10, 2008 Software Transaction Agreement entered
      into by and between NuState and Rentar and the June 4, 2008 Voting Trust
      Agreement shall continue in full force and effect.

    


    (b)
       This
      Agreement shall terminate only upon the occurrence of any of the following
      events: (1) A written agreement signed by the Shareholders and Company to that
      effect; a change of the company from private to public, after so being agreed
      and resolved by the Shareholders and Directors, and (3) the bankruptcy,
      insolvency, or dissolution of the Company.

    


    (c)
       (i)
      All
      notices to be given under this Agreement shall be hand-delivered, sent postage
      pre-paid, return-receipt requested, by registered mail, or by confirmed telefax,
      (i) NuState Energy Holdings, Inc.; c/o Richard Hersh, acting Chairman of the
      Board, 902 Clint Moore Rd, Boca Raton, FL 33478, Telefax; 561-922-5156; Rentar
      Environmental Solutions, Inc., 11586 Pierson Road, West Palm Beach, FL 33414
      ;
      and Rentar Logic, Inc.; 11586 Pierson Road, West Palm Beach, FL
      33414.

    


    (ii)
      Any
      party from time to time may change his address to which notice is to be sent
      by
      sending a notice of such change in conformity with the foregoing requirements to
      the other parties.

    


    (d) Any
      Transfer or attempt to Transfer any shares of stock or voting certificates
      of
      Company by NuState, in violation of the terms and conditions of this Agreement,
      shall be void and invalid and the transferee or attempted beneficiary thereof
      shall not be deemed to be the holder of such shares or entitled to any of the
      rights represented by such shares. Company shall not transfer any such shares
      on
      its books to the purported transferee or beneficiary which is not consistent
      with the terms and conditions of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e)
       This
      Agreement shall be binding upon and shall inure to the benefit of all the
      parties, and their legal representatives, trustees, guardians, successors,
      assigns, and successors in interest.

    


    (f)
       This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida, and the venue shall be in Miami-Dade County,
      Florida.

    


    (g)
       If
      any
      provision of this Agreement is held to be void or unenforceable, all other
      provisions shall nevertheless continue in full force and effect. If any person
      not a signatory to this Agreement shall be held not bound by the terms and
      provisions hereof, all other persons who are parties to this Agreement, their
      successors and assigns, shall nevertheless be and continue to be
      bound.

    


    (h)
       The
      signatories to this Agreement irrevocably stipulate that any dispute with
      respect to this Agreement, the rights and obligations of any Shareholder of
      Rentar Logic, Inc., Rentar, and/or NuState bound by this Agreement and/or
      Shareholder of this Company shall be resolved exclusively in a state or federal
      court in Miami, Dade County, Florida, U.S.A. Each signator to this Agreement
      irrevocably agrees that service of process on the signator by certified mail,
      hand delivery or via telefax as provided in this Agreement shall constitute
      valid service of process on the signator. Each signator waives any objection
      to
      service of process, jurisdiction, venue, or convenience of the forum in Miami,
      Dade County, Florida, U.S.A. In the alternative and if first elected by one
      of
      the parties, any dispute, controversy or claim arising under, out of, in
      connection with or in relation to this Agreement, or the breach, termination,
      validity or enforceability of any provision thereof (a “Dispute”), if not
      resolved informally through negotiation between the parties, will be submitted
      to non-binding mediation. The parties will mutually determine who the mediator
      will be from a list of mediators obtained from the American Arbitration
      Association office located in the city determined as set forth below in this
      Paragraph (the “AAA”). If the parties are unable to agree on the mediator, the
      mediator will be selected by the AAA. If any Dispute is not resolved through
      mediation, it will be resolved by final and binding arbitration conducted in
      accordance with and subject to the Commercial Arbitration Rules of the AAA
      then
      applicable. One arbitrator will be selected by the Parties’ mutual agreement or,
      failing that, by the AAA, and the arbitrator will allow such discovery as is
      appropriate, consistent with the purposes of arbitration in accomplishing fair,
      speedy and cost effective resolution of disputes. The arbitrator will reference
      the rules of evidence of the Federal Rules of Civil Procedure then in effect
      in
      setting the scope of discovery, except that no requests for admissions will
      be
      permitted and interrogatories will be limited to identifying (a) persons with
      knowledge of relevant facts and (b) expert witnesses and their opinions and
      the
      bases thereof. The Arbitration Award shall be final and not subject to appeal.
      Judgment upon the Arbitration Award rendered in any such arbitration may be
      entered in any court having jurisdiction thereof. Any negotiation, mediation
      or
      arbitration conducted pursuant to this Paragraph will take place in Miami,
      Florida.

    


    (i)
       Each
      of
      the signatories to this Agreement represent, warrant and covenant to the each
      of
      the other Shareholders and the Company that they have not signed any other
      document, have not made any other arrangement (oral or written legal or
      beneficial), and are not bound by any other document and will not sign any
      other
      document (of any kind whatsoever) that conflicts with this Agreement and the
      obligations under this Agreement.

    


    (j)
       This
      Agreement may be executed in several counterparts, each of which when so
      executed shall be deemed to be an original, and such counterparts shall together
      constitute one and the same instrument. This Agreement may be signed by fax
      and
      the signature by any party to this Agreement conveyed by fax to the other
      parties shall be deemed to be an original and be legally binding upon all
      parties.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this binding Agreement as
      of
      the day and year first above written.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              WITNESSES:

            	 	
              Rentar
                Logic, Inc., a Delaware corporation

            
	 	 	 	 
	
              /s/
                Richard Hersh

            	 	
              By:
                

            	
              /s/
                Joel Ratner

            
	 	 	 	
              Authorized
                Representative

            
	
              /s/
                Richard Warner

            	 	 	 
	 	 	 	 
	
              /s/
                Richard Hersh

            	 	
              By:
                

            	
              /s/
                Frank Reilly

            
	 	 	
              Shareholder:
                NuState Energy Holdings, Inc.

            
	
              /s/
                Richard Warner

            	 	
              By:
                

            	
              Frank
                Reilly

            
	 	 	 	 
	 	 	 	 
	
              /s/
                Richard Hersh

            	 	
              By:
                

            	
              /s/
                Joel Ratner

            
	 	 	
              Shareholder:
                Rentar Environmental Solutions, Inc.

            
	
              /s/
                Richard Warner

            	 	
              By:
                

            	
              Joel
                Ratner

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      A

    


    Schedule
      of Shareholders of Rentar Logic, Inc.

    


    
      	
              NAME
                OF 

              SHAREHOLDER
                

            	 	
              %
                OF

               STOCK
                

            	 	
              NUMBER
                OF 

              SHARES
                OF STOCK 

            	 	
              ADDRESS

            
	 	 	 	 	 	 	 
	
              Rentar
                Environmental Solutions, Inc. 

            	 	
              51%
                

            	 	
              510

            	 	
              11586
                Pierson Road Wellington, FL 33414

            
	 	 	 	 	 	 	 
	
              NuState
                Energy Holdings, Inc. 

            	 	
              49%
                

            	 	
              490

            	 	
              c/o
                James M. Schneider, Esq. Schneider Weinberger & Beilly LLP 2200
                Corporate Blvd. NW, Ste 210 Boca Raton, FL 33431

            
	 	 	 	 	 	 	 
	
              TOTAL
                

            	 	
              100%
                

            	 	
              1,000