EXHIBIT 10.53

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 1,
2008, is entered into by and between NuState Energy Holdings, Inc., a Nevada
corporation, its affiliates and assigns (the "Company"), and Frank P. Reilly
(the "Employee").


                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Company desires to continue to have the Employee be its
Chief Executive Officer, Principal Financial and Accounting Officer, President,
Treasurer and Secretary and the Employee desires to continue to be so employed;
and

         WHEREAS, Employee and the Company desire to set forth in writing all of
their respective duties, rights and obligations with respect to the Employee's
continued employment by the Company;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:

1.       Employment and Term. The Company hereby agrees to continue the
         employment of the Employee, and the Employee hereby accepts such
         continued employment by the Company, in the capacity and upon the terms
         and conditions hereinafter set forth. The term of employment under this
         Agreement shall be for the period commencing as of the date first
         written above (the "Commencement Date") and ending five years
         thereafter on September 30, 2013 unless earlier terminated as herein
         provided (the "Term of Employment"). Thereafter, this Agreement shall
         be renewed for successive one (1) year terms unless previously
         terminated pursuant to Section 5 herein or if either party elects to
         terminate this Agreement by written notice to the other party at least
         ninety (90) days prior to the expiration of the then-current Term of
         Employment. The last day of the Employee's Term of Employment shall be
         referred to in this Agreement as the "Date of Termination."

2.       Duties. During the Term of Employment, the Employee shall serve as the
         Company's Chief Executive Officer, Principal Financial and Accounting
         Officer, President, Treasurer and Secretary and shall assume those
         responsibilities customarily associated with and incident to these
         positions. The Employee shall serve the Company faithfully,
         conscientiously and to the best of the Employee's ability and shall
         promote the interests and reputation of the Company. Unless prevented
         by sickness or disability, the Employee shall devote all of his time,
         attention, knowledge, energy and skills, during normal working hours,
         and at such other times as the Employee's duties may reasonably
         require, to the duties of the Employee's employment. The principal
         place of employment of the Employee shall be the Company's principal
         executive offices or at such other place(s) to be determined by the
         Company and Employee. The Employee acknowledges that in the course of
         his employment, Employee may be required, from time to time, to travel

<PAGE>
         on behalf of the Company at the Company's expense. The Employee's
         principal work place shall be in South Florida. In the event the
         Company requests the Employee to relocate out of South Florida, the
         Employee may choose not to relocate by giving written notice to the
         Company within ten (10) days of the date of such request. If the
         Company chooses to terminate the Employee as a result of the Employee's
         unwillingness to relocate, the Company shall pay the Employee, the
         remaining sum due Employee pursuant to the terms of the Agreement. The
         Company shall not prohibit Employee from additional opportunities in
         his free time as long as there is not a conflict of interest now or in
         the future with NuState Energy Holdings, Inc. and its affiliates.
         Employee must receive permission in writing from the Board of Directors
         to execute additional opportunities.

3.       Compensation and Benefits. As full and complete compensation for the
         Employee's execution and delivery of this Agreement and performance of
         any services hereunder, the Company shall pay, grant or provide the
         Employee with the following:

         (a)      Base Salary. The Company shall pay the Employee a base annual
                  salary (the "Base Salary") of $150,000 for the first year,
                  with annual increases of a minimum of twenty (20%) percent per
                  year on each anniversary of the Commencement Date. Base salary
                  shall be payable at such times and in accordance with the
                  standard payroll practices of the Company, but in no event
                  less than twice per month.

         (b)      Stock Options. Within ten business days of the Company filing
                  its quarterly or annual report with the U.S. Securities and
                  Exchange Commission, the Company's Board of Directors shall
                  grant Employee a five-year, fully vested option to purchase
                  that number of shares of common stock such that, following
                  such issuance, the aggregate number of shares underlying all
                  of Employee's options shall represent no less than five
                  percent (5%) of the total issued and outstanding shares of
                  common stock of the Company as reported in its quarterly or
                  annual report. This new option shall have an exercise price
                  equal to the greater of i) the average closing price of the
                  Company's common stock for the ten trading days immediately
                  preceding the filing of the quarterly or annual report or ii)
                  the closing price of the common stock on the tenth trading day
                  after filing the annual or quarterly report.

         (c)      Bonus. Upon entering into this Agreement, the Employee shall
                  earn a bonus of $39,642.86, which the Company shall accrue and
                  pay when it deems appropriate, to compensate Employee for the
                  $30,000 annual salary increase due Employee from the date he
                  became the Company's Chief Executive Officer on June 6, 2007
                  through the Commencement Date. Also, within ten business days
                  of the Company filing an annual report with the U.S.
                  Securities and Exchange Commission ("SEC") in which the
                  Company reports a net profit before tax for its most recently
                  completed fiscal year, Employee shall be entitled to receive a
                  bonus equal to four percent (4.0%) of such net profit before
                  tax ("Bonus"). Employee shall have the option of receiving the
                  Bonus in cash or in shares of the Company's common stock. If
                  Employee elects to receive common stock, then the price per

                                       2
<PAGE>
                  share used to calculate the number of shares to be issued to
                  the Employee shall be the average closing share price for the
                  ten trading days immediately preceding the filing of the
                  annual report with the SEC.

         (d)      Expenses. The Employee shall be entitled to reimbursement of
                  all reasonable business expenses (in accordance with the
                  Company's policies for its senior executives, as the same may
                  be amended from time to time in the Company's sole
                  discretion), within one week following the Employee's
                  submission of appropriate receipts and/or vouchers to the
                  Company.

         (e)      Employee Benefits. The Company shall afford the Employee the
                  opportunity to participate during the Term of Employment in
                  any medical, dental, disability and life insurance,
                  retirement, savings and any other employee benefits plans or
                  programs (including perquisites) which the Company maintains
                  for its other employees or senior executives. Also, Employee
                  shall receive a car allowance of a minimum of $600 per month
                  at such time as such benefit is provided to other senior
                  executives.

         (f)      Vacations, Holidays or Temporary Leave. The Employee shall be
                  entitled to take vacations in accordance with the Company's
                  vacation policy for other senior executives. Such vacation(s)
                  shall be taken at such time or times, and as a whole or in
                  increments, as the Employee shall elect, consistent with the
                  reasonable needs of the Company's business. The Employee shall
                  further be entitled to the number of paid holidays and leaves
                  for illness or temporary disability in accordance with the
                  policies of the Company for its senior executives (as such
                  policies may be amended from time to time or terminated in the
                  Company's sole discretion).

4.       Restrictive Covenant; Protection of Confidential Information.

         (a)      The Employee recognizes and acknowledges that certain
                  confidential business and technical information used by the
                  Employee in connection with his duties hereunder including,
                  without limitation, certain confidential and proprietary
                  information relating to the design, development, construction
                  and marketing of Internet services, is a valuable, special and
                  unique asset of the Company, such information, subject to
                  Section 4(c) below, collectively being referred to as the
                  "Confidential Information". During and subsequent to the Term
                  of Employment, the Employee shall not (a) use Confidential
                  Information or any part thereof other than in connection with
                  his duties hereunder, (b) disclose such information to any
                  person, firm, corporation, association or other entity for any
                  purpose or reason unless directed to do so by the Board of
                  Directors. Notwithstanding the foregoing, the Employee is
                  being hired as an expert in the field of logistics and,
                  therefore, logistic practices are excluded from this
                  provision.

         (b)      During the Term of Employment and for all time thereafter, the
                  Employee shall not, directly or indirectly, furnish or make
                  accessible to any person, firm, corporation or other business

                                       3
<PAGE>
                  entity, whether or not he competes with the business of the
                  Company, any trade secret obtained by the Employee during his
                  employment by the Company which relates to the business
                  practices, methods, processes or other confidential or secret
                  aspects of the business of the Company without the prior
                  written consent from the Company (such information being
                  referred to as the "Company Confidential Information").

         (c)      Confidential Information and Company Confidential Information
                  shall not include any information or documents that (a) are,
                  or become, publicly available without breach by the Employee
                  of this Section 4, (b) the Employee receives from any third
                  party who, to the best of the Employee's knowledge upon
                  reasonable inquiry, is not in breach of an obligation of
                  confidence with the Company, or (c) is required to be
                  disclosed by law, statute, governmental or judicial
                  proceeding; provided, however, that in the event that the
                  Employee is requested by any governmental or judicial
                  authority to disclose any Confidential Information, the
                  Employee shall give the Company prompt notice of such request,
                  such that the Company may seek a protective order or other
                  appropriate relief, and in any such proceeding the Employee
                  shall disclose only so much of the Confidential Information as
                  is required to be disclosed.

         (d)      The Employee acknowledges that his services are of a special,
                  unique and extraordinary character and, his position with the
                  Company places him in a position of confidence and trust with
                  the clients and employees of the Company, and in connection
                  with his services to the Company, the Employee will have
                  access to Confidential Information vital to the Company's
                  business. The Employee further acknowledges that in view of
                  the nature of the business, in which the Company is engaged,
                  the foregoing confidentiality provision is reasonable and
                  necessary in order to protect the legitimate interests of the
                  Company and that violation thereof would result in irreparable
                  injury to the Company. Accordingly, the Employee consents and
                  agrees that if the Employee violates or threatens to violate
                  any of the provisions of Section 4 hereof, the Company would
                  sustain irreparable harm and, therefore, the Company will be
                  entitled to obtain from any court of competent jurisdiction,
                  without posting any bond or other security, preliminary and
                  permanent injunctive relief as well as damages and an
                  equitable accounting of all earnings, profits and other
                  benefits arising from such violation, which rights shall be
                  cumulative and in addition to any other rights or remedies in
                  law or equity to which the Company may be entitled. This being
                  said the employee is named as a minority position of the
                  inventor of the process and is documented as part owner of the
                  Intellectual Properties of the product and or process.

5.       Termination of Employment.

         (a)      The Employee's employment with the Company shall terminate
                  upon the occurrence of any of the following events:

                                       4
<PAGE>
                  (i)   The Scheduled Date of Termination;

                  (ii)  The death of the Employee during the Term of Employment;

                  (iii) The Disability (as defined below) of Employee during the
                        Term of Employment; or

                  (iv)  Upon written notice to the Employee by the Company of
                        termination of his employment for Cause (as defined in
                        5(c)).

                  (v)   Resignation without good reason

                  (vi)  Termination without cause (as defined below)

         (b)      For purposes of this Agreement, the "Disability" of the
                  Employee shall mean his inability, because of mental or
                  physical illness or incapacity, whether total or partial, to
                  perform his full time duties under this Agreement with
                  reasonable accommodation for a period aggregating 90 days out
                  of any 12-month period under circumstances where, in the
                  opinion of a qualified physician reasonably acceptable to the
                  Company, it is reasonably certain that the Employee will not
                  be able to resume his duties on a regular full time basis
                  within 30 days of the date the Employee receives notice of
                  termination for Disability.

         (c)      For purposes of this Agreement, the term "Cause" shall mean
                  the Employee's i) conviction or entry of a plea of guilty or
                  nolo contendere, with respect to any felony; (ii) commission
                  of any act of willful misconduct, gross negligence, fraud or
                  dishonesty that materially affects the Company as stated in
                  the Company's Employee Handbook Code of Conduct; or (iii)
                  violation of any material term of this Agreement or any
                  material written policy of the Company, provided that the
                  Company first deliver written notice thereof to the Employee
                  and the Employee shall not have cured such violation within
                  thirty (30) days after receipt of such written notice.

6.       Payments upon Termination of Employment:

         (a)      Death or Disability: If the Employee's employment hereunder is
                  terminated due to the Employee's death or disability pursuant
                  to Sections 5(a)(ii)(iii), the Company shall pay or provide to
                  the Employee, his designated beneficiary or his estate (i) all
                  Base Salary pursuant to Section 3(a) hereof, any expenses
                  pursuant to Section 3(d), any accrued vacation pursuant to
                  Section 3(f) and any bonus pursuant to Section 3(c) hereof, in
                  each case which has been earned but unpaid, or incurred but
                  not reimbursed, as of the Date of Termination; and (ii) any
                  benefits to which the Employee may be entitled under any
                  employee benefits plan or program pursuant to Section 3(e)
                  hereof in which he is a participant in accordance with the
                  terms of such plan or program up to and including the Date of
                  Termination. Should the Company wish to purchase insurance to
                  cover the costs associated with the Employee's termination of

                                       5
<PAGE>
                  employment pursuant to Sections 5(a) (i), (ii), (iii), the
                  Employee agrees to execute any and all necessary documents
                  necessary to effectuate said insurance.

         (b)      Termination for Cause, Resignation Without Good Reason, or
                  Expiration of Term of Employment: If the Employee's employment
                  hereunder is terminated due to the termination of the
                  Employee's employment by the Company for "Cause" pursuant to
                  Section 5(a)(iv) or due to the Employee's resignation Without
                  Good Reason pursuant, the Company shall pay or provide to the
                  Employee (i) all base salary pursuant to Section 3(a) hereof
                  and any vacation pay pursuant to Section 3(f) hereof, in each
                  case which has been earned but unpaid as of the Date of
                  Termination and (ii) any benefits to which the Employee may be
                  entitled under any employee benefits plan or program pursuant
                  to Section 3(e) hereof in which he is a participant in
                  accordance with the terms of such plan or program up to and
                  including the Date of Termination.

         (c)      Termination Without Cause: If the Employee's employment
                  hereunder is terminated due to the termination of the
                  Employee's employment by the Company Without Cause the
                  Employee shall be entitled to all compensation for the term of
                  the Contract to be paid in a lump sum payment within ten (10)
                  days of termination.

         (d)      Rights on Change in Control. If within one year after, or 90
                  days prior to, a Change in Control of the Company, as defined
                  below but not including any reverse transaction where the
                  shareholders are the majority, the Company shall terminate the
                  Employee's employment other than by reason of the Employee's
                  death or disability or for Cause, the Company shall pay or
                  provide to the Employee as compensation for services rendered,
                  not later than the fifth business day after the Date of
                  Termination:

                  (i)   The Employee's base salary through the Date of
                        Termination, and any regular benefits and incentive
                        compensation earned as of the Date of Termination in
                        accordance with any arrangements then existing with the
                        Employee; and

                  (ii)  A lump sum severance payment equal to two times
                        Employee's annual current compensation.

                  (iii) All unvested stock options previously granted to
                        Employee shall be deemed vested.

                  (iv)  For purposes of this Agreement, a Change in Control
                        shall be deemed to have occurred in the event that an
                        entity or a related group of shareholders or creditors
                        that, prior to the occurrence of such event, is not a
                        majority shareholder of the Company, becomes owner of
                        50% or more of the Company's issued and outstanding
                        shares through investment, merger, acquisition,
                        foreclosure or otherwise.

                                       6
<PAGE>
         (e)      No Other Payments. Employee shall not be entitled to receive
                  any other payments or benefits from the Company due to the
                  termination of his employment, including but not limited to,
                  any employee benefits under any of the Company's employee
                  benefits plans or programs (other than at the Employee's
                  expense under the Consolidated Omnibus Budget Reconciliation
                  Act of 1985 or pursuant to the terms of any pension plan which
                  the Company may have in effect from time to time). Upon
                  termination, all unvested options provided to Employee shall
                  be deemed null and void unless under the circumstances defined
                  in 5(a) (vi) or 5(d) (iii). Unvested options shall not vest
                  after Employee's receipt of a notice of termination pursuant
                  to Section 5(a)(iv) hereof provided, however, if such notice
                  was provided pursuant to Section 5(c)(iii) hereof and Employee
                  cures such breach within the applicable time period,
                  Employee's options may vest subsequent thereto.

7.       No Conflicting Agreements; Indemnification.

         (a)      The Employee hereby represents and warrants that he is not a
                  party to any agreement, or non-competition or other covenant
                  or restriction contained in any agreement, commitment,
                  arrangement or understanding (whether oral or written), which
                  would in any way conflict with or limit his ability to
                  commence work on the first day of the Term of Employment or
                  would otherwise limit his ability to perform all
                  responsibilities in accordance with the terms and subject to
                  the conditions of this Agreement.

         (b)      The Employee agrees that the compensation provided for in
                  Section 3 represents the minimum compensation to be paid to
                  Employee in respect of the services performed or to be
                  performed for the Company by Employee.

8.       Deductions and Withholding. The Employee agrees that the Company shall
         withhold from any and all compensation required to be paid to the
         Employee pursuant to this Agreement all federal, state, local and/or
         other taxes which the Company determines are required to be withheld in
         accordance with applicable statutes and/or regulations from time to
         time in effect and all amounts required to be deducted in respect of
         the Employee's coverage under applicable employee benefit plans.

9.       Entire Agreement. This Agreement embodies the entire agreement of the
         parties with respect to the Employee's employment and supersedes any
         other prior oral or written agreements between the Employee and the
         Company, including but not limited to, the Original Employment
         Agreement. This Agreement may not be changed or terminated orally but
         only by an agreement in writing signed by the parties hereto.

10.      Waiver. The waiver by the Company or a breach of any provision of this
         Agreement by the Employee shall not operate or be construed as a waiver
         of any subsequent breach by the Employee. The waiver by the Employee of
         a breach of any provision of this Agreement by the Company shall not
         operate or be construed as a waiver of any subsequent breach by the
         Company.

                                       7
<PAGE>
11.      Governing Law. This Agreement shall be subject to, and governed by, the
         laws of the State of Florida applicable to contracts made and to be
         performed in the State of Florida, regardless of where the Employee is
         in fact required to work.

12.      Jurisdiction. Any legal suit, action or proceeding against any party
         hereto arising out of or relating to this Agreement shall be instituted
         in a federal or state court in the State of Florida, and each party
         hereto waives any objection which it may now or hereafter have to the
         laying of venue of any such suit, action or proceeding and each party
         hereto irrevocably submits to the jurisdiction of any such court in any
         suit, action or proceeding.

13.      Assignability. The obligations of the Employee may not be delegated
         and, except as expressly provided in Section 6 relating to the
         designation of beneficiaries, the Employee may not, without the
         Company's written consent thereto, assign, transfer, convey, pledge,
         encumber, hypothecate or otherwise dispose of this Agreement or any
         interest therein. Any such attempted delegation or disposition shall be
         null and void and without effect. The Company and the Employee agree
         that this Agreement and all of the Company's rights and obligations
         hereunder may be assigned or transferred by the Company to, and may be
         assumed by, may become binding upon, and may inure to the benefit of,
         any successor to the Company. The term "successor" shall mean, with
         respect to the Company, any other corporation or other entity that by
         merger, consolidation or purchase, acquires all or a material part of
         the assets of the Company. Any assignment by the Company of its rights
         and obligations hereunder to any successor shall not be considered a
         termination of employment for purposes of this Agreement.

14.      Severability. If any provision of this Agreement as applied to either
         party or to any circumstances shall be adjudged by a court of competent
         jurisdiction to be void or unenforceable, the same shall in no way
         affect any other provision of this Agreement or the validity or
         enforceability of this Agreement.

15.      Notices. All notices to the Employee hereunder shall be in writing and
         delivered personally or sent by registered or certified mail, return
         receipt, to:

                                            Frank P. Reilly
                                            1415 Sunset Harbour Drive, Apt. 406
                                            Miami Beach, FL 33139

         All notices to the Company hereunder shall be in writing and delivered
         personally or sent by registered or certified mail, return receipt
         requested, to:

                                            NuState Energy Holdings, Inc.
                                            902 Clint Moore Road, Suite 204
                                            Boca Raton, Fl. 33487
                                            Attention: Chief Executive Officer

         Either party may change the address to which notices shall be sent by
         sending written notice of such change of address to the other party.

                                       8
<PAGE>
16.      Section Headings. The section headings contained in this Agreement are
         for reference purposes only and shall not affect in any way the meaning
         or interpretation of this Agreement.

17.      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original, but all
         of which taken together shall constitute one and the same instrument.

18.      Attorneys' Fees. In the event that either party hereto commences
         litigation against the other to enforce such party's rights hereunder,
         the prevailing party shall be entitled to recover all costs, expenses
         and fees, including reasonable attorneys' fees.

19.      Neutral Construction. Each party to this Agreement was represented by
         counsel, or had the opportunity to consult with counsel. No party may
         rely on any drafts of this Agreement in any interpretation of the
         Agreement. Each party to this Agreement has reviewed this Agreement and
         has participated in its drafting and, accordingly, no party shall
         attempt to invoke the normal rule of construction to the effect that
         ambiguities are to be resolved against the drafting party in any
         interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.


                                       NuSTATE ENERGY HOLDINGS, INC.,
                                       a Nevada corporation



                                       By:_________________________________
                                          Richard Hersh
                                          Chairman of the Board of Directors

                                       EMPLOYEE


                                       By: ________________________________
                                           Frank P. Reilly
                                           Chief Executive Officer

















                                       9