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EXHIBIT 10.2

July 23, 2001

Dennis H. Johnston
Interim Chief Executive Officer
Freestar Technologies
16130 Ventura Boulevard, Suite 600
Encino, CA  91436

Re:      Letter of Intent to Acquire ePaylatina, a Dominican Republic
         Corporation transfer of assets with and into Freestar Technologies, a
         Nevada corporation

         This Binding Letter of Intent made by and between ePaylatina, SA a
corporation organized under the laws of the Dominican Republic ("epaylatina")
and Freestar Technologies ("Freestar"), a Nevada corporation, with respect to
the sale and transfer of ePaylatina's assets into Freestar. This Agreement is
meant to be binding upon the parties hereto with respect to the following terms
and conditions:

         (1)      ePaylatina will make a bulk transfer of all it= existing and
                  to be developed assets into Freestar, in exchange for
                  1,000,000 shares of Convertible Preferred stock in Freestar,
                  said shares to be issued pursuant to Section 4(2) of the
                  Securities Act of 1934, as amended [the Act], to be disbursed
                  to the present shareholders of ePaylatina in proportion to
                  their respective interests in said corporation. These
                  Preferred shares shall convert into 12,000,000 shares of
                  Common stock, one third of the number of shares convertible
                  over a period of three years commencing 12 months after the
                  consummation of the transaction providing the owners meet
                  earning criteria of not less than one million dollars per year
                  after insurance, depreciation and interest but before taxes.
                  The Preferred stock shall be voting and each share shall
                  receive 12 votes on any issue brought before the shareholders.
                  Additionally, a total of 12,000,000 shares shall be issued to
                  various consultants who have arranged this transaction and
                  will have worked on the transaction to see it through to
                  completion. 4,000,000 of these shares shall be registered on a
                  Form S-8 and the balance of these shares likewise, shall be
                  issued under Section 4(2) of the Act. 2,000,000 of the above
                  referenced S-8 shares shall be locked up and released to the
                  owners based upon meeting earning criteria of not less than
                  one million dollars per year after insurance, depreciation and
                  interest, but before taxes.

         (2)      As a condition precedent to the transfer, ePaylatina shall
                  provide the following to Freestar within 30 days of the date
                  of the execution of this Agreement:

                  2.1      A business plan including pro forma projections for
                           at least 5 years;
                  2.2      An appraisal of the assets of the business of
                           ePaylatina by a competent business appraiser;
                  2.3      A certified audit of the assets and liabilities of
                           ePaylatina for the last two fiscal years
                           demonstrating that ePaylatina has at least $1,100,000
                           U.S. in assets;
                  2.4      Copies of all credit lines with any banks or other
                           entities with whom ePaylatina has entered into equity
                           financing;
                  2.5      An appraisal of the value of any and all patents
                           owned or held by ePaylatina or its executive officers
                           which is an asset of ePaylatina or is a required part
                           of the technology which ePaylatina has developed;

         (3)      All of the parties agree that none of them will recommend to
                  the shareholders or allow the Board of Directors to recommend,
                  advocate or allow a forward or reverse split of the Common
                  stock in Freestar for a period of at least five (5) years
                  following the consummation of this transaction nor shall the
                  Board further dilute the stock by issuing stock to themselves
                  or their immediate family, agents or representatives.

         (4)      This Binding Letter of Intent shall remain open until such
                  time as ePaylatina has furnished the required information as
                  set forth in Paragraph 2 hereof which is for a period of 30
                  day from the date of the execution hereof, providing however,
                  that the time may be extended by the agreement of all of the
                  parties hereto.



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         (5)      Paul Egan ("Egan") will become the Chief Executive Officer of
                  Freestar and will be solely responsible for distributing the
                  stock in Freestar to the existing shareholders of ePaylatina
                  in accordance which such shareholders respective interests.
                  Egan, Dennis H. Johnston and one nominee of Egan will at all
                  times hereafter maintain a position on Freestar's Board of
                  Directors. Unanimous vote of the Board of Directors shall be
                  required to authorize a substantial change in control,
                  issuance of additional shares, reorganization, or a sale of
                  significant assets of Freestar. .

         (6)      The current assets of ePaylatina consist of various
                  intellectual properties (including, but not limited to,
                  registrations, website domains, software licenses, or rights
                  related thereto), technology, confidential business and
                  technical information, research and development, technical
                  know how, trade secrets, strategic alliances and other
                  operational relationships, existing and to be developed
                  banking relationships and existing exclusive marketing
                  contracts, management consoles, computer software and
                  hardware, billing information and all intangible assets
                  including goodwill and information of competitive advantage.

         (7)      Freestar shall use its best efforts to arrange for an infusion
                  of capital into the business in an amount of not less than
                  $1,000,000 to facilitate the building of the business and to
                  support various costs of the business until such time as a
                  cash flow begins to develop and shall undertake to register,
                  if deemed necessary, 20 million pursuant to an SB-2
                  Regisration Statement with the SEC.

         (8)      Freestar represents and warrants that the corporation
                  currently has 6,861,500 shares of common stock issued and
                  outstanding and has 80,000,000 shares of common stock
                  currently authorized. Additionally, Egan agrees to allow
                  Freestar to spin off ePaylatina for consideration to be
                  determined in the Board of Director=s discretion at any time
                  after two (2) years subsequent to the execution of this
                  Agreement and will give existing shareholders of Freestar at
                  said date twenty percent (20%) of the issued and outstanding
                  shares in the form of a stock dividend distribution.

         (9)      It is agreed and understood that irrespective of control of
                  the Board of Directors, the parties will cause an employment
                  agreement to be entered into with Egan with compensation as
                  follows: $150,000 for the first year, $250,000 for the second
                  and third year and based upon a performance standard to be
                  agreed upon by the Board of Directors for a period of three
                  (3) years, exclusive of director and officer benefits offered
                  to current executive employees, officer and directors of
                  Freestar plus stock options to be determined by the Board of
                  Directors who will provide a stock option plan for employees.

         (10)     It is agreed and understood that the shareholders of Freestar
                  will use their best efforts to place the products offered by
                  ePaylatina with appropriate businesses and Egan will receive,
                  as additional compensation, a finder=s fee equal to five (5)
                  per cent of the gross revenues generated by companies Egan
                  develops strategic alliances as such revenues are collected by
                  Freestar.

         (11)     Prior to the transfer and acquisition of the assets of
                  ePaylatina, except as required by law or the rules of any
                  stock exchange, no public announcement or other publicity
                  regarding the transactions referred to herein shall be made by
                  Freestar or ePaylatina or any of their respective affiliates,
                  officers, directors, employees, representative or agent,
                  without prior written consent of Paul Egan and Dennis H.
                  Johnston, in any case, as to form, content, timing and manner
                  of distribution or publication; provided however that nothing
                  in this section shall prevent such parties from discussing
                  such transaction with such persons whose approval agreement or
                  opinion, as the case may be, required for consummation of such
                  particular transaction or transactions.

         (12)     Each of the parties hereto agrees to cooperate in good faith
                  with the other, and to execute and deliver such other and
                  further documents, instruments and agreements and perform such
                  other acts as may reasonably be necessary or appropriate to
                  consummate and carry into effect the transactions contemplated
                  by this Agreement.



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         (13)     Unless otherwise specified, the remedies provided in this
                  Agreement shall be cumulative and shall not preclude the
                  assertion or exercise of any other rights or remedies
                  available by law, in equity or otherwise.

         (14)     This Agreement shall be governed by and construed and enforced
                  in accordance with the internal laws of the State of Nevada
                  without giving effect to the principles of conflicts of law
                  thereto. All parties hereby submit themselves to the personal
                  jurisdiction of the State and Federal courts located in the
                  State of Nevada and further agree that the proper venue for
                  any action arising from, related to, or in connection with
                  this Agreement shall be in the State of Nevada.

         (15)     This Agreement constitutes legal, valid and binding
                  obligations of each party and each will constitute the legal,
                  valid and binding obligations of each such party, enforceable
                  except as such enforceability may be limited by applicable
                  bankruptcy, insolvency, moratorium, reorganization or similar
                  laws in effect which affect the enforcement of creditors=
                  rights generally and by equitable limitations on the
                  availability of specific remedies.

         (16)     This Agreement sets forth the entire agreement and
                  understanding of the parties hereto and supersedes any and all
                  prior agreements, understandings and arrangements among the
                  parties.

         (17)     In the event that any of the terms, conditions, or covenants
                  contained in this Agreement shall be held to be invalid, any
                  such invalidity shall not affect any other terms, conditions
                  or covenants contained herein, all of which shall remain in
                  full force and effect. If any of the terms or conditions of
                  this Agreement are determined by a court of competent
                  jurisdiction to be invalid or unenforceable as a result of the
                  scope or breadth of such terms or conditions, where possible,
                  such terms and conditions shall be deemed to be limited to
                  such scope and breadth so as to be deemed enforceable.

         (18)     All terms and conditions concerning th acquisition shall be
                  stated in a definitive agreement that will be subject to the
                  approval of the parties, acting upon the advice of independent
                  counsel. Those terms and conditions will include
                  representations, warranties, covenants and indemnities that
                  are usual and customary in a transaction of this nature and
                  are mutually acceptable to the party's signatory hereto.

         (19)     If any legal action or other proceeding is brought for the
                  enforcement of this Agreement or because of an alleged
                  dispute, breach, default, or misrepresentation in connection
                  with any of the provisions of this Agreement, the successful
                  or prevailing party or parties shall be entitled to recover
                  reasonable attorneys' fees and other costs incurred in that
                  action or proceeding, in addition to any other relief to which
                  it mat be entitled.

         (20)     This Agreement may be executed in one or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument and
                  agreement.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered with full and complete authority to act on behalf of the
respective entities a party hereto as of the date first above written.

FREESTAR TECHNOLOGIES,  a Nevada corporation

By: /s/ Dennis H. Johnston
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      Dennis H. Johnston, Interim Chief Executive Officer

EPaylatina, SA, a Dominican Republic corporation

By: /s/ Paul Egan
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       Paul Egan, President & CEO

By: /s/ Paul Egan
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      Paul Egan, individually