Exhibit
      10.52

     

    Voting
      Trust Agreement

    


    This
      Voting Trust Agreement (“Agreement”) dated as of the 4 day of June, 2008 between
      Rentar Logic, Inc., a Delaware corporation (“Corporation”), and Rentar
      Environmental Solutions, Inc., a Delaware corporation (“Rentar”) and NuState
      Energy Holdings, Inc., a Nevada corporation (“NuState”), referred to in this
      Agreement collectively as the “Shareholders”, and Rentar Environmental
      Solutions, Inc. referred to in this Agreement as the “Trustee.” The names and
      addresses of the Shareholders and the number of shares owned by each are as
      follows:

    


    
      	
              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

            	 	 


    

    


    RECITALS

     

    A.

    WHEREAS,
      each of the Shareholders represents that it is the owner of the number of shares
      of capital stock of Rentar Logic, Inc. (the “Corporation”) set forth opposite
      its name above.

    


    B.

    WHEREAS,
      in order to provide for the smooth and efficient operation of the Corporation,
      to prevent conflicts, and to avoid deadlocks, the Shareholders deem it to be
      in
      the best interest of the Corporation and of all the Shareholders that this
      Agreement be executed.

    


    C.

    WHEREAS,
      NuState Energy Holdings, Ltd. (“NuState”) and Rentar Environmental Solutions,
      Inc. (“Rentar”) entered into a certain April 10, 2008 Software Transaction
      Agreement, a certain June 4, 2008 Shareholder Agreement, and this June 4, 2008
      Voting Trust Agreement, which provide that the shares of the Corporation owned
      by NuState and the shares of the Corporation owned by Rentar will be voted
      as a
      block as determined by Rentar, among other matters.

    


    For
      the
      reasons stated above among others, the Shareholders, in consideration of their
      mutual promises, agree with each other and with the Trustee, and the Trustee
      agrees with the Shareholders, as follows:

    


    1.0
      Recitals
      part of this Agreement.

    The
      above
      recitals are true and correct and are incorporated into this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.0
      Transfer
      of Stock to Trustee.

    Each
      Shareholder shall deposit the number of shares of capital stock set forth
      opposite its name above and the certificates for the stock, together with
      sufficient instruments duly executed for the transfer to the Trustee, and shall
      receive in exchange voting trust certificates. Upon deposit, all shares
      represented by the stock certificates deposited shall be transferred on the
      books of the Corporation to the names of the Trustee, who is authorized and
      empowered ( including by way of attorney in fact for each of NuState and of
      Rentar) to cause the transfers to be made, and also to cause any further
      transfers to be made that may become necessary due to a change in the identity
      of the Trustee as provided below.

    


    3.0
      Trustee's
      Control Over Stock.

    During
      the period this Agreement remains in force, the Trustee shall possess legal
      title to the shares deposited, and shall be entitled to exercise all rights,
      including the right to vote in person or by proxy, in respect of any and all
      deposited shares. However, each holder of a trust certificate issued by the
      Trustee shall be entitled to receive payments equal to any and all dividends
      collected by the Trustee with respect to shares of stock deposited by the
      respective trust certificate holder.

    


    4.0
      Voting
      Trust Certificate.

    On
      deposit by any Shareholder of a certificate or certificates for shares of stock
      under this Agreement, accompanied by instruments of transfer, the Trustee shall
      deliver or cause to be delivered to that Shareholder, a voting trust certificate
      or certificates for the same number of shares of stock as that represented
      by
      the certificate or certificates deposited. The voting trust certificates shall
      be in substantially the following form:

    


    VOTING
      TRUST CERTIFICATE

    Rentar
      Logic Inc. No. [Number
      of certificate].
      [Number
      of Shares] Shares

    


    This
      certifies that [name
      of shareholder] has
      deposited [number
      of shares] shares
      of
      the capital stock of Rentar Logic Inc. with the undersigned as Trustee under
      a
      voting Trust Agreement dated as of the ___ day of ________,
      2008
      between holders of capital stock of Rentar Logic, Inc., and Rentar Environmental
      Inc., as Trustee,
      and
      their
      successors, as trustee. This certificate and the interest represented is
      transferable only on the books of the Trustee on presentation and surrender.
      The
      holder of this certificate takes it subject to all the terms and conditions
      of
      the Voting Trust Agreement, and becomes a party to that agreement, and is
      entitled to the benefits of the agreement.

    


    Executed
      by the undersigned as Trustee on [date
      of execution].

    


    _________________________________

    Rentar
      Environmental Solutions, Inc., as Trustee

    [Address
      of Trustee]

    


    5.0
      Additional
      Stock.

    The
      Trustee may, from time to time, receive any additional fully paid shares of
      the
      capital stock of the Corporation on the same terms and conditions as are set
      forth in this Agreement, and in respect of all shares received, the Trustee
      shall issue and deliver certificates substantially of the form set out above,
      entitling the holder to all the rights specified above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.0
      Dividends.

    All
      dividends that may accrue on the stock deposited under this Agreement shall
      be
      distributed pro rata among the holders of the voting trust certificates in
      the
      proportion to which they are entitled. 

    


    7.0
      Sale
      of Stock and Certificates by Shareholders.

    During
      the period of this Agreement, the Shareholders agree, and the Trustee accepts
      this voting trust only on the condition, that the Shareholders will not sell
      their respective shares. However, the voting trust certificates shall be freely
      transferable, and transfers of the certificates shall vest in the transferee
      all
      rights and interests of the transferor subject to any other agreements between
      the Corporation and the Shareholders in various capacities. On any such
      transfer, the Trustee will deliver or cause to be delivered to the transferee
      a
      voting trust certificate or certificates for the same number of shares of stock
      called for by the voting trust certificate transferred. Until the transfer,
      the
      Trustee shall treat the registered holder of a voting trust certificate as
      owner
      for all purposes. Every assignee or transferee of a voting trust certificate
      issued shall, by the acceptance of the certificate, become a party to this
      Agreement with like effect as though an original subscriber. The transfer of
      the
      Voting Trust Certificates shall be subject to that certain June 4, 2008
      Shareholder Agreement of the Corporation and the Shareholders.

    


    8.0
      Rights
      of Trustee.

    During
      the period this Agreement remains in effect, the Trustee shall possess and
      shall
      be entitled to exercise, in person or by proxy, all rights and powers of
      absolute owners in respect of all the stock of the corporation deposited with
      them, including the right to vote on, to take part in, and consent to, any
      corporate or shareholders' action of any kind, and to receive dividends and
      distributions on the stock. The Trustee’s right to vote shall include the right
      to vote for the election of directors and in favor of or in opposition to any
      resolution or proposed action of any character that may require the consent
      of
      Shareholders.

    


    9.0
      Election
      of Directors.

    For
      as
      long as this Agreement shall remain in effect, the Trustee shall vote the stock
      deposited to effect the election of and to continue in office a board of
      directors consisting of:

    Joel
      S.
      Ratner, Chairman

    Frank
      Reilly

    Richard
      Hersh

    Richard
      Warner

    Brian
      Gibbons

    


    10.0
      Termination
      of Voting Trust.

    Unless
      the Trustee exercises its right, which is expressly granted to it, to terminate
      this Agreement, the Trustee shall distribute the stock of the Corporation held
      by it to the holders of the voting trust certificates in proportion to their
      respective holdings on surrender of their certificates to the Trustee, as may
      be
      instructed by the Shareholders, and this Agreement shall then
      terminate.

    


    11.0
      Sale
      or Purchase of Stock or Certificate by Trustee.

    Nothing
      contained in this Agreement shall deprive the Trustee of the privilege to be
      enjoyed by all other depositors of selling or otherwise disposing of voting
      trust certificates as they see fit, or of purchasing additional certificates,
      or
      of purchasing additional stock and selling it.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    12.0
      Compensation
      of Trustee.

    The
      Trustee shall not be entitled to any compensation for its services as
      Trustee.

    


    13.0
      Resignation
      of Trustee.

    Trustee
      may resign at any time by delivering to the Shareholders a written resignation,
      to take effect no sooner than sixty days thereafter. Any vacancy, whether
      occurring by reason of death, resignation, or otherwise, shall be filled by
      appointment by the Shareholders, and the term Trustee as used here shall apply
      to successor Trustee appointed under this Agreement.

    


    14.0
      Trustee's
      Liability.

    In
      voting
      the shares of stock held by the Trustee or doing any other act with respect
      to
      the control or management of the Corporation as holders of the stock deposited
      under this Agreement, the Trustee shall exercise its best judgment in the
      interest of the Corporation, to the end that its affairs be properly managed.
      However, no Trustee shall be liable for any error of judgment or mistake of
      law
      or fact or for any error or omission except for the Trustee’s willful
      misconduct.

    


    15.0
      Amendment
      of Voting Trust.

    This
      Agreement may be amended or terminated at any time by an instrument in writing
      duly executed and acknowledged by the owners and holders of trust certificates
      representing a majority of the shares of stock deposited under this
      Agreement.

    


    16.0
      Acceptance
      of Trust by Trustee.

    The
      Trustee accepts this trust subject to all the terms and conditions of this
      Agreement, and agree that it will exercise its powers and perform their duties
      as set forth here. However, nothing contained in this Agreement shall be
      construed to prevent the Trustee from resigning and discharging itself from
      the
      Trust.

     

    Executed
      at Miami Dade County, Florida as of the date first listed above.

    


    

      
        	
                WITNESSES:

              	 	
                CORPORATION:

              
	 	 	
                Rentar
                  Logic, Inc.,

              
	
                /s/
                  Richard Hersh

              	 	
                By:
                  

              	
                /s/
                  Joel Ratner

              
	
                /s/
                  Richard Warner

              	 	 	
                Authorized
                  Representative

              
	 	 	 	 
	 	 	
                SHAREHOLDERS:

              
	
                /s/
                  Richard Hersh

              	 	
                By:
                  

              	
                /s/
                  Frank Reilly

              
	
                /s/
                  Richard Warner

              	 	
                Shareholder:
                  NuState Energy Holdings, Inc.

              
	 	 	
                By:

              	
                Frank
                  Reilly

              
	 	 	 	 
	
                /s/
                  Richard Hersh

              	 	
                By:
                  

              	
                /s/
                  Joel Ratner

              
	
                /s/
                  Richard Warner

              	 	
                Shareholder:
                  Rentar Environmental Solutions, Inc.

              
	 	 	
                By:
                  

              	
                Joel
                  Ratner

              
	 	 	 	 
	 	 	
                TRUSTEE:

              	 
	
                /s/
                  Richard Hersh

              	 	
                By:
                  

              	
                /s/
                  Joel Ratner

              
	
                /s/
                  Richard Warner

              	 	
                Trustee:
                  Rentar Environmental Solutions, Inc.

              
	 	 	
                By:
                  

              	
                Joel
                  Ratner, Authorized
                  Representative