EX-10.6

                               CONSULTING AGREEMENT


Agreement made as of October 25, 2001 by and between Freestar
Technologies, a Nevada corporation, 16130 Ventura Blvd., Encino, CA
91436 ("Contractor") and America Fermin, 35 Andres Julio Ayban,
Edifico Rosa Elena Apto 102 Santo Domingo , Dominican Republic
("Contractee").

                                    WITNESSETH

Whereas, Contractor requires expertise in the area of public corporate
marketing  consulting to support it's business and growth; and

Whereas, Contractee has substantial contacts among the members of the
investment community , media , distribution channels , wholesale and
retail outlets , the leisure and entertainment industry , to act as a
consultant to provide sales and marketing  consulting services.

Now, therefore, In consideration of the premises and the mutual
promises and covenants contained herein and subject specifically
thereby, the parties agree as follows:

1.  Certain Definitions.  When used in this Agreement,
the following terms shall have the meanings set forth below:

    1.1  Affiliate-any person or entities controlled by a party.

    1.2  Contractor-the Contractor who uses the services of Contractee.

    1.3  Contractor Clients-the Contractor's clients who use the services of
    Contractee through the Contractor.

    1.4  Contact Person-the person who shall be primarily responsible for
    carrying out the duties of the parties hereunder.
    Contractor and Contractee shall each appoint a Contact Person to
    be responsible for their respective duties.  In the event that
    one party gives notice to the other party in writing that in
    their reasonable opinion, the other party's Contact Person is not
    able to fulfill their duties and responsibilities hereunder, both
    parties shall mutually agree upon a replacement Contact Person
    within ten (10) days of said notice.

    1.5  Extraordinary Expenses-expenses that are beyond
    those expenses that are usual, regular, or customary in the
    conduct of the in-house activities in fulfillment of the scope of
    the Agreement.

    1.6  Equity-cash, securities or liquid assets, specifically excluding real
    property.

    1.7  Payment or Payable of Kind-distribution of the proceeds of a
    transaction in the same type and form as was given
    as valuable consideration for the transaction.

2.  Contact Persons.  The Contact Person for Contractor is Paul
    Egan. The Contact Person for Contractee is America Fermin

3.  Services to be Rendered by Contractee.  Services to be
    rendered by Contractee are as follows:

    3.1  Performance.  The parties agree that performance of Contractee shall
    not be based on the price of the stock and not to affect the price of the
    stock.  Contractor understands that Contractee has no control with regard
    to the price of these securities.

    3.2  Advice and Counsel.  Contractee will provide advice and counsel
    regarding Contractor's strategic business and marketing   plans, strategy
    and negotiations with potential, clients/distributors ,  users\endusers,
    candidates, joint ventures, corporate partners and others involving sales
    and marketing  related transactions.

    3.3  Introduction to the wholesale/retail Community.
    Contractee has a close association with wholesale/retailers and
    investment professionals across the country and will enable
    contact between Contractor and\or Contractor Clients to
    facilitate business transactions among them.  Contractee shall
    use their contacts in the wholesale/retail community to assist
    Contractor in establishing relationships with sales and
    distribution channels  and to provide the most recent corporate
    information to interested purchasers of the product on a  regular
    and continuous basis.  Contractee understands that this is in
    keeping with Contractor's business objective to establish a
    nationwide network of sales and distribution  dealers who have an
    interest in Contractors product..

    3.4  Market Intelligence.  Contractee knows market
    conditions and has access through it's network and Contractee
    will monitor and react to sensitive market information on a
    timely basis and provide advice, counsel and proprietary
    intelligence (including but not limited to information on price
    and volume) to Contractor in a timely fashion. .Contractor
    understands that this information is available from other sources
    but acknowledges that Contractee can provide it in a more timely
    fashion and with substantial value-added interpretation of such
    information.  The foregoing notwithstanding, no information will
    be provided to Contractor with respect to the activities of any
    other Contractee customer's accounts without such customer's
    prior consent.

    3.5  Contractor and/or Contract Client Transaction
    Due Diligence. Contractee will undertake due diligence on all
    proposed financial transactions affecting the Contractor,
    including investigation and advice on the financial, valuation
    and  price implications thereof.

    3.6  Additional Duties.  Contractor and Contractee
    shall mutually agree upon any additional duties, which Contractee
    may provide for compensation paid or payable by Contractor under
    this Agreement. Such additional agreement(s) may, although there
    is no requirement to do so, be attached hereto and made a part
    hereof as Exhibits beginning with Exhibit "A".

    3.7  Best Efforts.  Contractee shall devote such time
    and best efforts as may be reasonably necessary to perform its
    services.  Contractee is not responsible for the performance of
    any services, which may be rendered hereunder without Contractor
    providing the necessary information prior thereto.  Contractee
    cannot guarantee results on behalf of Contractor but shall pursue
    all avenues available through its network of financial contacts.
    At such time as an interest is expressed in Contractor's needs,
    Contractee shall notify Contractor and advise it as to the source
    of such interest and any terms and conditions of such interest.
    The acceptance and consummation of any transaction is subject to
    acceptance of the terms and conditions by Contractor.   It is
    understood that a portion of the compensation to be paid
    hereunder is being paid by Contractor to have Contractee remain
    available to assist it with transactions on an as-needed basis.

4.  Compensation to Contractee.

    4.1  Initial Fee.  Contractor does agree to pay
    Contractee an initial fee of five hundred thousand (500,000) free
    trading shares of Freestar Technologies  upon execution hereof
    for Contractee's initial setup activities which are necessary for
    Contractee to provide the services herein. Contractor and
    Contractee, agree the aforementioned shares will be issued to
    Contractee. Contractor and Contractee agree that the
    aforementioned shares shall be issued to Contractee and the
    underlying stock may be sold without any restrictions in order to
    provide Contractee with the necessary capital to initiate its
    program on behalf of Contractor.

    4.2  Additional Fees.  Contractor and Contractee
    shall mutually agree upon any additional fees, which Contractor
    may pay in the future for services rendered by Contractee under
    this Agreement.  Such additional agreement(s) may, although there
    is no requirement to do so, be attached hereto and made a part
    hereof as Exhibits beginning with Exhibit "A".

    4.3  Extraordinary Expenses.  Extraordinary expenses
    of Contractee shall be submitted to Contractor for approval prior
    to expenditure and shall be paid by Contractor within ten (10)
    business days of receipt of Contractee's request for payment.

    4.4  Finder Fees.

         4.4.1    In the event Contractee introduces Contractor or a
         Contractor affiliate to any third party funding source(s),
         underwriter(s), or merger partner(s) which arrive at a
         mutual funding, underwriting or merger agreement, Contractor
         hereby agrees to pay Contractee an advisory fee of five
         percent (5%) of the gross proceeds derived from such
         funding, payable upon the consummation of such funding of
         underwriting, even though the term of this Agreement may
         have expired.

         4.4.2  Contractor hereby directs and authorizes funding
         source(s) or underwriter(s) to pay said advisory fee
         directly, or to direct a third party escrow, if applicable,
         to make payment directly to Contractee.

         4.4.3  Contractee may, at its sole option, elect to
         receive all or a portion of said advisory fee as payment in
         kind, i.e., pro-rata in the same form and type of
         securities, equity, or financing instruments issued to the
         funding source or underwriter by Contractor.  In the event
         the exercise of this option results in additional expense
         over and above the expenses of the funding and/or
         underwriting then the additional expenses shall be borne by
         Contractor.  In addition, the exercise of this option by
         Contractee shall not impede or otherwise have a negative
         effect on the funding or underwriting.

    4.5  Interest of Funds Due.  Contractor shall pay
    interest on all payments in arrears due Contractee at the rate of
    ten percent (10%) per annum.

5.  Indemnification.  Each party shall hold the other party
    harmless from and against, and shall indemnify the other party
    for, any liability, loss and costs, and expenses or damages
    however caused by reason of any injury (whether to body,
    property, personal or business character, or reputation)
    sustained by any person or to any person or property by reason of
    any act of neglect, default or omission of it or any of its
    agents, employees, or other representatives arising out of or in
    relation to this Agreement. Nothing herein is intended to nor
    shall it relieve either party from liability for its own act,
    omission or negligence.  All remedies provided by law or in
    equity shall be cumulative and not in the alternative.

6.  Contractor Representations.  Contractor hereby represents,
    covenants and warrants to Contractee as follows:

    6.1  Authorization.  Contractor and its signatories
    herein have full power and authority to enter into this Agreement
    and to carry out the transactions contemplated hereby.

    6.2  No Violation.  Neither the execution and
    delivery of this Agreement nor the consummation of the
    transactions contemplated hereby will violate any provision of
    the charter or by-laws of Contractor or violate, or be in
    conflict with, or constitute a default under, any agreement or
    commitment to which Contractor is a party, or violate any statute
    or law or any judgment, decree, order, regulation or rule of any
    court or government authority.

    6.3  Agreement in Full Force and Effect.  All
    contracts, agreements, plans, leases, policies and licenses
    referenced herein to which Contractor is a party are valid and in
    full force and effect.

    6.4  Litigation.  Except as set forth below, there is
    no action, suit, inquiry, proceeding or investigation by or
    before any court of governmental or other regulatory or
    administrative agency or commission pending or to the best
    knowledge of Contractor threatened against or involving
    Contractor, or which questions or challenges the validity of this
    Agreement and its subject matter; and Contractor does not know or
    have any reason to know if any valid basis for any such action,
    proceeding or investigation exists.

    6.5  Consents.  No consent of any person, other than
    the signatories hereto, is necessary to the consummation of the
    transactions contemplated hereby including, without limitation,
    consents from parties to loans, contracts, leases or other
    agreements and consents from government agencies, whether
    federal, state or local.

    6.6  Contractee's Reliance.  Contractee has and will
    rely upon the documents, instruments and written information
    furnished to Contractee by the Contractor's officers or
    designated employees and:

         6.6.1  Contractor Material.  All representations and
         statements provided about Contractor are true, complete and
         accurate. Contractor agrees to indemnify, hold harmless, and
         defend Contractee, its officers, directors, agents,
         consultants and employees at Contractor's expense for any
         proceeding or suit which may arise out of any inaccuracy or
         incompleteness of any such material or written information
         supplied to Contractee; and

         6.6.2  Contractor Client and Other Material.  All
         representations and statements provided, other than about
         Contractor, are to the best of its knowledge true, complete
         and accurate.

7.  Confidentiality.  Contractee and Contractor each agree to
    provide reasonable security measures to keep information
    confidential whose release may be detrimental to the business.
    Contractee and Contractor shall each require their employees,
    agents, affiliates, subcontractors, other licenses, and others
    who will properly have access to the information through
    Contractee and Contractor respectively, to first enter into
    appropriate non-disclosure agreements requiring the
    confidentiality contemplated by this Agreement in perpetuity.

8.  Miscellaneous Provisions.

    8.1  Amendment and Modification.  Subject to applicable law, this Agreement
    may be amended, modified and supplemented by written agreement of
    Contractee and Contractor or by their duly authorized respective officers.

    8.2  Waiver of Compliance.  Any failure of Contractee
    on the one hand, or Contractor on the other, to comply with any
    obligation, agreement or condition herein may be expressly waived
    in writing, but such waiver of failure to insist upon strict
    compliance with such obligation, covenant, agreement or condition
    shall not operate as a waiver of, or estoppel with respect to,
    any subsequent or other failure.

    8.3  Expenses: Transfer Taxes, Etc.  Whether or not
    the transaction contemplated by this Agreement shall be
    consummated, Contractor agrees that all fees and expenses
    incurred by Contractee in connection with this Agreement, shall
    be borne by Contractor and Contractor agrees that all fees and
    expenses incurred by Contractor in connection with this Agreement
    shall be borne by Contractor, including, without limitation as to
    Contractee or Contractor, all fees of counsel and accountants.

    8.4  Other Business Opportunities.  Except as expressly provided in this
    Agreement, each party hereto shall have the right independently to engage
    in and receive full benefits from business activities.

    8.5  Compliance with Regulatory Agencies.  Each party represents to the
    other party that all actions, direct or indirect, taken by it and its
    respective agents, employees and affiliates in connection with this
    Agreement and any financing or underwriting hereunder shall conform to all
    applicable Federal and State securities laws.

    8.6  Notices.  Any notices to be given hereunder by
    any party to the other may be effected by personal delivery in
    writing or by mail, registered or certified, postage prepaid with
    return receipt requested.  Mailed notices shall be addressed to
    the parties at the addresses appearing in the introductory
    paragraph of this Agreement, but any party may change their
    address by written notice in accordance with this subsection.
    Notices delivered personally shall be deemed communicated as of
    actual receipt; mailed notices shall be deemed communicated as of
    three (3) days after mailing.

    8.7  Assignment.  This Agreement and all of the
    provisions hereof shall be binding upon and inure to the benefit
    of the parties hereto and their respective successors and
    permitted assigns, but neither this Agreement nor any of the
    rights, interests or obligations hereunder shall be assigned by
    Contractor without the prior written consent of Contractee,
    except by operation of law.

    8.8  Delegation.  Neither party shall delegate the
    performance of its duties under this Agreement without prior
    written consent of the other party.

    8.9  Publicity.  Neither Contractee nor Contractor
    shall make or issue, or cause to be made or issued, any
    announcement or written statement concerning this Agreement or
    the transactions contemplated hereby for dissemination to the
    general public without the prior consent of the other party.
    This provision shall not apply, however, to any announcement or
    written statement required to be made by law or the regulations
    of any Federal or State governmental agency, except that the
    party required to make such announcement shall, whenever
    practicable, consult with the other party concerning the timing
    and consent of such announcement before such announcement is made.

    8.10  Governing Law.  This Agreement and the legal
    relations among the parties hereto shall be governed and
    construed in accordance with the laws of the State of California,
    without regard to its conflict of law doctrine.  Contractor and
    Contractee agree that if action is instituted to enforce or
    interpret any provision of this Agreement then jurisdiction and
    venue shall be Los Angeles County, California.

    8.11  Counterparts.  This Agreement may be executed
    simultaneously in two or more counterparts, each of which shall
    be deemed an original, but of which together shall constitute one
    and the same instrument.

    8.12  Headings.  The headings of the Sections of this
    Agreement are inserted for convenience only and shall not
    constitute a part hereto or affect in any way the meaning or
    interpretation of this Agreement.

    8.13  Entire Agreement.  This Agreement, including any
    Exhibits hereto, and any other documents and certificates
    delivered pursuant to the terms hereof, set forth the entire
    agreement and understanding of the parties hereto in respect to
    the subject matter contained herein, and supersedes all prior
    agreements, promises, covenants, arrangements, communications,
    representations or warranties, whether oral or written, by any
    officer, employee or representative of any party hereto.

    8.14  Third Parties.  Except as specifically set forth or
    referenced to herein, nothing herein expressed or implied is
    intended or shall be construed to confer upon or give to any
    person or corporation other than the parties hereto and their
    successors or assigns, any rights or remedies under or by reason
    of this Agreement.

    8.15  Attorney's Fees and Costs.  If any action is
    necessary to enforce and collect upon the terms of this
    Agreement, the prevailing party shall be entitled to reasonable
    attorney's fees and costs, in addition to any other relief to
    which that party may be entitled.  This provision shall be
    construed as applicable to the entire agreement.

    8.16  Survivability.  If any part of this Agreement is
    found, or deemed by a court of competent jurisdiction, to be
    invalid or unenforceable, that part shall be severable from the
    remainder of this Agreement.

    8.17  Further Assurance.  Each of the parties agrees that
    it shall from time to time take such actions and execute such
    additional instruments as may be reasonably necessary or
    convenient to implement and carry out the intent and purpose of
    this Agreement.

    8.18  Right to Data After Termination.  After termination
    of this Agreement each party shall be entitled to copies of all
    information acquired hereunder as of the date of termination and
    not previously furnished to it.

    8.19  Relationships of the Parties.  Nothing contained in
    this Agreement shall be deemed to constitute either party the
    partner of the other, nor, except as otherwise herein expressly
    provided, to constitute either party the agent or legal
    representative of the other, nor to create any fiduciary
    relationship between them.  It is not the intention of the
    parties to create, nor shall this Agreement be construed to
    create, any commercial nor other partnership.  Neither party
    shall have any authority to act for or to assume any obligation
    or responsibility on behalf of the other party, except as
    otherwise expressly provided herein.  The rights, duties,
    obligations and liabilities of the parties shall be severable and
    not joint or collective. Each party hereto shall be responsible
    only for its obligations as herein set out and shall be liable
    only for its share of the costs and expenses as provided herein.
    Each party shall indemnify, defend and hold harmless the other
    party, its directors, officers, and employees, from and against
    any and all losses, claims, damages and liabilities arising out
    of any act or any assumption of liability by the indemnifying
    party, or any of its directors, officers or employees, done or
    undertaken, or apparently done or undertaken, on behalf of the
    other party, except pursuant to the authority expressly granted
    herein or otherwise agreed in writing between the parties.  Each
    party shall be responsible for the acts of its agents,
    consultants and affiliates.

9.  Terms of Agreement and Termination.  This Agreement shall be
    effective upon execution, and shall continue for one (1) year
    unless terminated sooner, by either party, upon giving to the
    other party thirty (30) days written notice, after which time
    this Agreement is terminated.  Contractee shall be entitled to
    any fees stipulated in Exhibit "A", finders fees for funding or
    underwriting commitments entered onto within two (2) years after
    the termination of this Agreement if said fees for services,
    funding or underwriting was the result of Contractee's efforts
    prior to the termination of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.

Contractor:  Freestar Technologies


Signature: /s/  Paul Egan
Paul Egan-President


Contractee: America Fermin


Signature: /s/  America Fermin
America Fermin