Exhibit
      10.49

    Confidential
      & Privileged

    NuState
      Energy Holdings, Inc. - Rentar Environmental Solutions,
      Inc.

    Software
      Transaction Agreement

    April
      10,
      2008

    


    
      	
              Business
                Concept:

            	
              NuState
                Energy Holdings, Inc. (“NuState”) and Rentar Environmental Solutions, Inc.
                (“Rentar”) signed a March 3, 2008 transaction outline providing for the
                creation of a new Delaware corporation (“NewCo”) which will own in its
                entirety without adverse claim the know-how, all software, all technology,
                all code, all website, all marks, all intellectual property, all
                proprietary assets, past, present and future, in complete status
                to
                fulfill in all respects its functionality and the purposes for which
                the
                Business Concept is created (“Intellectual Property”) and with NuState
                retaining no rights, interest of claim, or claim of any kind in the
                Intellectual Property, on the terms and conditions in this Agreement.
                Pursuant to the control and direction of NewCo management committee,
                to be
                appointed by the NewCo Board of Directors, NewCo will commence
                implementation its business plan of: (i) development of a full and
                complete business activity to develop, market and sell the products
                and
                services of Newco; (ii) to bundle the Rentar Fuel Catalyst and other
                Rentar products with the NewCo Intellectual Property, and services
                and to
                sell and support the products and services as a group. In addition
                to
                internal activities, NewCo will provide technical support to the
                Rentar
                sales organization to aid its activity of providing solutions for
                the
                transportation industry. NewCo will receive all the net revenues
                generated
                from NewCo related services and it will receive all the net revenue
                generated by NewCo’s sales or lease of the Rentar Fuel Catalyst’s either
                individually or bundled with the NewCo Intellectual
                Property.

            
	 	 
	
              Intellectual

              Property

              Transferred
                to

              NewCo:

            	
              On
                the terms provided in this Agreement, NuState transfers the Intellectual
                Property to NewCo and NuState shall have no further interest, claim,
                or
                right with respect to the Intellectual Property. In lieu of and in
                exchange of the transfer, NuState shall have the right to be paid
                and to
                collect US$3 million payment obligation from NewCo evidenced by certain
                NewCo Purchase Documents payable to NuState and secured further by
                the
                Rentar Stock in escrow.

            
	 	 
	
              Escrow
                - Rentar

              Stock:

            	
              NuState
                and Rentar agree that the Rentar Stock shall be placed in escrow
                with a
                mutually acceptable Escrow Agent (Whisenand & Turner, P.A.) and shall
                be held pursuant to the terms of the Escrow Agreement
                including:

              1.
                As amounts of principal are paid by NewCo to NuState pursuant to
                the US$3
                million NewCo Purchase Documents, a pro rata proportion amount of
                the
                Rentar Stock shall be released simultaneously to Rentar free, clear
                and
                without adverse claim of any kind.

              2.
                The Escrow Agreement shall be signed by NuState, Rentar, and
                NewCo.

              3.
                The Rentar Stock will be 600,000 shares valued at $5.00 per
                share.

            
	 	 
	
              License
                of Intellectual

              Property:

            	
              As
                of the date of this Agreement and for no additional consideration,
                Newco
                is granted a global perpetual license to the Intellectual Property
                with
                right of access to all aspects (including the code) of the Intellectual
                Property and the right to maintain the Intellectual
                Property.

            
	 	 
	
              NuState

              Obligations:

            	
              The
                NuState obligations under this Term Sheet are:

              1.
                To timely perform the matters contained in this Agreement and attributable
                to NuState

              2.
                Representations, Warranties, Covenants

              a.
                NuState is the exclusive and sole owner of Intellectual Property,
                free and
                clear of any adverse claim, lien or encumbrance of any kind
                whatsoever.

              b.
                The transfer of the Intellectual Property to Newco from NuState is
                not
                subject to any restraints, conditions, consents, or any third party
                approval of any kind whatsoever.

              c.
                NuState is financially solvent and is not aware of any and does not
                anticipate any activity involving voluntary or involuntary insolvency
                proceeding of any kind whatsoever.

              d.
                NuState has the authority, capacity and power to enter into this
                Agreement
                and all documents contemplated herein,

              3.
                The
                Completion of Documentation Agreements shall contain other provisions
                as
                maybe agreed by the Parties.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              Rentar
                Obligations:

            	
              The
                Rentar obligations under this Term Sheet are :

              1.
                To timely perform the matters contained in this Term Sheet and
                attributable to Rentar

              2.
                Representations, Warranties, Covenants

              a.
                Rentar has the authority, capacity and power to enter into this Agreement
                and all documents contemplated herein.

              3.
                The Completion of Documentation Agreements shall contain other provisions
                as maybe agreed by the Parties.

               

            
	
              Newco
                Organization:

            	
              NuState
                and Rentar agree that NewCo shall be organized and provided for as
                follows:

              1.
                NewCo shall be organized by Rentar as a Delaware corporation with
                1,000
                shares authorized. At Closing, NewCo shall have 1,000 shares issued
                and
                outstanding.

              2.
                At Closing, Rentar shall have 51% (510 shares) of the, issued and
                outstanding shares of NewCo and NuState shall have 49% (490 shares)
                of the
                , issued and outstanding shares of NewCo. The NewCo shares issued
                to
                Rentar and to NuState Intellectual Property shall contain a legend
                to show
                the restrictions on the transfer of the NewCo shares and the Master
                Agreement. The NuState shares in NewCo (49% or 490 shares) cannot
                be
                hypothecated, pledged, or encumbered in any manner
                whatsoever.

              3.
                Rentar shall have right of first refusal to acquire the shares of
                NewCo
                owned by NuState at the then fair market value.

              4.
                Shares of Newco owned by NuState and the shares of Rentar owned by
                Rentar
                will be voted as a block as determined by Rentar.

              5.
                The Board of Directors of NewCo shall be initially set at five members
                with three members appointed by Rentar and two members appointed
                by
                NuState. The Chairman shall be designated by Rentar.

              6.
                The NewCo Board of Directors shall appoint an Operating Committee
                consisting of five persons, subject to the supervision of the NewCo
                Board
                of Directors, and shall have responsibilities including: the daily
                activity of maintaining, developing the Intellectual Property and
                supporting the Rentar sales activity for selling the Newco products
                and
                services bundled with the Rentar Fuel Catalyst.

              7.
                Pursuant to the control and direction of Newco management team, who
                will
                be appointed by the NewCo Board of Directors, NewCo will commence
                implementation of its business plan of: (i) development of a full
                and
                complete business activity to continue to develop, market and to
                sell the
                products and services of Newco; (ii) to bundle the Rentar Fuel Catalyst
                and other Rentar products with the NewCo Intellectual Property, and
                services to sell and support the products as a group.

              8.
                The NewCo management team will direct research and development designed
                to
                enhance NewCo Intellectual Property, products and services..

               

            
	
              Financial

              Contributions
                to

              NewCo:

            	
              Financial
                contributions shall be provided NewCo as follows:

              1.
                On or before the 1st day of each month, Rentar shall provide a capital
                contribution to NewCo US$18,000.00 per month for NewCo to utilize
                to pay
                expenses related to the NewCo Information Intellectual Property
                Department.

              2.
                On or before the 1st day of each month, NuState shall provide a capital
                contribution to NewCo US$18,000.00 per month for NewCo to utilize
                to pay
                expenses related to the Information Intellectual Property
                Department.

              3.
                Rentar shall provide office space at no additional cost to NewCo
                at its
                headquarters at 11568 Person Road, Wellington, Florida. .

               

            
	
              Conditions

              Precedent
                to

              Closing:

            	
              On
                or before the Closing Date, the following items shall be completed
                to the
                mutual satisfaction

              of
                NuState and Rentar:

              1.
                A software and/or other expert shall have completed and provided
                Rentar an
                expert opinion (at the cost of Rentar) opining, among other matters,
                that
                the Intellectual Property is complete, functional, and actually does
                the
                business activity contemplated by NewCo, the software code is accurate
                and
                complete, the Intellectual Property can reasonably perform the work
                and
                functionality anticipated by NewCo and that the Intellectual Property
                maintenance and support is reasonable.

              2.
                All agreements listed in Other Matters below are complete to the
                mutual
                satisfaction of NuState and Rentar as of the Closing Date.

               

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              Closing:

            	
              The
                placement of the Rentar Stock in escrow and the execution and finalization
                of the documents identified in Other Matters shall be no later than
                30
                days from the date of this Agreement (“completion Date”).

               

            
	
              Other
                Matters:

            	
              Other
                matters agreed between the Parties:

              1.
                NuState and Rentar shall execute the following documents on or before
                the
                Completion of the Documentation Date:

              a.
                Escrow Agreement

              b.
                Completion Documents

              d.
                NewCo Purchase Documents (US$3,000,000) with NuState

              e.
                NewCo Capital Contribution Documents (US$18,000/month) with
                NuState

              f.
                NewCo Capital Contribution Documents (US$18,000/month) with
                Rentar

              2.
                The March 3, 2008 Outline Agreement is deemed to be merged into this
                Agreement

              3.
                Any conflicts of interest regarding the Escrow Agent are waived and
                consented to.

            
	
              Schedules
                to Agreement:

            	
              The
                schedules to the Term Sheet are identified as: None

            
	
              Timing:

            	
              The
                agreed timing for the various activities listed below is: 30 days
                from the
                date of this Agreement and if the documents are not signed this Agreement
                continue binding and enforceable:

              1.
                Execution of this Agreement

              2.
                Execution of Escrow Agreement

              3.
                Execution of NewCo Purchase Documents (US$3 million) -
                NuState

              4.
                Execution of NewCo Capital Contribution Documents (US$18,000/month)
                -
                NuState 

              5.
                Execution of NewCo Capital Contribution Documents (US$18,000/month)
                -
                Rentar -

              6.
                Execution of Completion Documents 

              *

            


    

    


    
      	NuState
              Energy Holdings Inc. 	 	Rentar
              Environmental Solutions Inc. 
	
              By

            	
              /s/
                Frank P. Reilly

            	 	
              By

            	
              /s/
                Joel S. Ratner Pres

            
	
              Authorized
                Representative 

            	 	
              Joel
                Ratner, CEO

            
	
              Name:
                Frank P. Reilly, CEO

            	 	 


    

     

    NewCo
      (in
      formation) by Organizers

    


    
      	
              /s/
                Frank P. Reilly CEO

            
	
              Authorized
                Representative 

            
	
              NuState
                Energy Holdings Inc. 

            
	 
	
              /s/
                Joel Ratner Pres

            
	
              Authorized
                Representative

            
	
              Rentar
                Environmental Solutions, Inc.