ex4-6.htm


    Exhibit
4.6

    
 

    This
Consulting Agreement is made as of the date set forth on the signature pages
below by and between FreeStar Technology Corporation, with an address at 31
Mespil Road, Ballsbridge, Dublin 4, Ireland and its affiliates, successors and
assigns, as appropriate (“FreeStar”, the “Company” or “you”) and Margaux
Investment Management Group, S.A., with an address at 9 Rue de Commerce P.O. Box
5837 CH-1211 Geneva 11 Switzerland, and its affiliates, successors and assigns,
as appropriate (“Margaux” or “we”), and sets forth the terms and conditions
pursuant to which Margaux  shall act, on a non-exclusive basis, as
both a business consultant and European financial advisor to
FreeStar.

     

    Section
1: Retention

     

    As your
business consultant and financial advisor, we will:

     

    (a)           assist
you in analyzing and evaluating the business, operational and financial position
of the Company;

     

    (b)           assist
you in the preparation of an offering memorandum for distribution and
presentation to either potential providers of funds, potential purchasers or
joint venture partners;

     

    (c)           provide
you with general corporate financial advisory services including but not limited
to helping you develop a strategic financing plan designed to match your
operating plan, targeting financial needs, resources and cash flows of the
Company, and evaluating the overall financial structure of FreeStar including
evaluating the balance sheet, stock trading, research, coverage,
etc.  This will also include looking at the financial implications of
various structures reflecting the market capitalization differentials for the
gaming and adult businesses;

     

    (d)           assist
you in evaluating any merger and acquisition candidates, potential joint venture
opportunities, or any offers made to you for all or part of
FreeStar;

     

    (e)           be
available, at your request, to meet with your Board of Directors to discuss the
implications of proposed financial transactions;

     

    (f)           provide
shareholder relations and public relation services, capital market support, and
assist you in the introduction of potential strategic relationships and
potential offshore investors, all in accordance and to the extent permitted
under all applicable federal, state, local and foreign laws.

     

    Such
services will be provided in the manner and timeframes as reasonably requested
by FreeStar.

     

    Section
2: Fees and
Expenses

     

    Margaux
Compensation: (a) five million total shares of FreeStar restricted common stock
shall be issued to Margaux, issuable in two 2.5 million shares tranches, with
the first tranche issued within 5 days after the execution of this Agreement and
the second tranche issued upon the one-year anniversary hereof; and (b) options
to purchase three million shares of restricted common stock at an exercise price
of Two Cents (U.S. $0.02) above the closing price of the shares on the date of
issuance of the options.  The options shall be issued upon within 5
days after the execution of this Agreement.

     

    Margaux
anticipates that there will be minimal out of pocket expenses for this
engagement.  Margaux will invoice FreeStar on a monthly basis for any
out of pocket expenses that are incurred as part of this
engagement.  Such expenses are payable in cash.  Margaux
will seek prior approval for any individual expense that would exceed
$250.

     

    Section
3: Term

     

    The term
of this agreement is 24 months from the date of signing.

     

    Section
4: Information

     

      The
Company will furnish Margaux with all financial and other information concerning
the Company as Margaux and the Company deem appropriate in connection with the
performance of the services contemplated by this engagement and in that
connection will provide Margaux with access to the Company’s officers and
directors.  The Company acknowledges and confirms that Margaux
(i) will rely solely on such information in the performance of the services
contemplated by this engagement without assuming any responsibility for
independent investigation or verification thereof, (ii) assumes no
responsibility for the accuracy or completeness of such information or any other
information regarding the Company, and (iii) will not make any appraisal of
any assets of the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
5: General

     

    Margaux
shall not act as the Company’s agent and shall have no power to bind the Company
or authorize any agreement or transactions on its behalf.

     

    In
connection with this Agreement, the Company may disclose to Margaux certain
information that is marked by or otherwise identified, orally or in writing, as
confidential or proprietary information of the Company or that Margaux should
recognize from the circumstances surrounding the disclosure to be confidential
or proprietary (“Confidential Information”).  Margaux (and its
employees, agents and officers) (i) shall hold all Confidential Information in
confidence and will use such information only for the purposes of fulfilling
Margaux’s obligations hereunder and for no other purpose, and (ii) shall not
disclose, provide, disseminate or otherwise make available any Confidential
Information of the Company to any third party, in either case without the
express written permission of the Company and shall not buy or sell and FreeStar
securities based on any material Confidential Information.

    


    It is
understood and agreed that Margaux shall perform the services as an independent
contractor and Margaux and its officers and employees shall not be deemed to be
employees of Company.  Margaux shall not be entitled to any benefits
provided by Company to its employees, and Company will make no deductions from
any of the payments due to Margaux hereunder for state or federal tax
purposes.  Margaux agrees that Margaux shall be responsible for any
and all taxes and other payments due on payments received by Margaux from
Company hereunder.

    


    The Company acknowledges that Margaux
may, at its option and expense and after announcement of a transaction place
announcements and advertisements or otherwise publicize the transaction and
Margaux’s role in it (which may include the reproduction of the Company’s logo
and a hyperlink to the Company’s website) on Margaux’s Internet Website and in
such financial and other newspapers and journals as it may choose, stating that
Margaux has acted as financial advisor to the Company in connection with the
transaction.  Furthermore, if requested by Margaux, the Company shall
include a mutually acceptable reference to Margaux in any press release or other
public announcement made by the Company regarding the matters described in this
letter.  The Company shall have the right to disclose this Agreement
and its terms, and the parties acknowledge that the Company may file this
Agreement as an exhibit to its Securities and Exchange Commission
filings.

    


    This
Agreement supersedes and replace any existing agreement entered into by Margaux
and Company relating generally to the same subject matter, and may be modified
only in a writing signed by Company and Margaux.  Failure to enforce
any provision of this Agreement shall not constitute a waiver of any term
hereof.  This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.

    


    


    
    

    
      MARGAUX
INVESTMENT MANAGEMENT GROUP S.A

    

     

     

    By:__________________________________                
Date August 15, 2008

     

         Carl
M Hessel

         President
and Chief Executive Officer

     

    


     

    FREESTAR
TECHNOLOGY CORPORATION

     

     

    


    By:                                                                                                Date
August 15, 2008

    Paul
Egan

    President
and Chief Executive Officer