Exhibit 10.1


    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this “Agreement”) is entered into by and between FreeStar
      Technology Corporation having an address at
      Neil
      Road, STE 430, Reno, Nevada 89502, United States of America
      (the
“Employer”), and Paul Egan, an individual (the “Executive”).

    


    AGREEMENT

    


    The
      parties, intending to be legally bound, agree as follows:

    


    1.
      DEFINITIONS

    


    For
      the
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Section 1.

    


    “Agreement”
      - This employment agreement.

    


    “Board
      of
      Directors” - The board of directors of the Employer.

    


    “Confidential
      Information” - Any and all:

    


    (a)
      Trade
      secrets concerning the business and affairs of the Employer, product
      specifications, data, know-how, formulae, compositions, processes, designs,
      sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
      current, and planned research and development, current and planned manufacturing
      or distribution methods and processes, customer lists, current and anticipated
      customer requirements, price lists, market studies, business plans, computer
      software and programs (including object code and source code), computer software
      and database technologies, systems, structures, and architectures (and related
      formulae, compositions, processes, improvements, devices, know-how, inventions,
      discoveries, concepts, ideas, designs, methods and information, including but
      not limited to technology associated with off shore banking), and any other
      information, however documented, that is a trade secret within the meaning
      of
      applicable state or federal trade secret law; and

    


    (b)
      Information concerning the business and affairs of the Employer (which includes
      historical financial statements, financial projections and budgets, historical
      and projected sales, capital spending budgets and plans, the names and
      backgrounds of key personnel, personnel training and techniques and materials,
      however documented); and

    


    (c)
      Notes, analysis, compilations, studies, summaries, and other material prepared
      by or for the Employer containing or based, in whole or in part, on any
      information included in the foregoing.

    


    “Disability”
      - As defined in Section 5.2.

    


    “Effective
      Date” - The date first appearing below.

    


    “Employment
      Period” - The term of the Executive's employment under this
      Agreement.

    


    “Fiscal
      Year” - The Employer's fiscal year, as it exists on the Effective Date or as
      changed from time to time.

    


    “For
      Good
      Reason” - As defined in Section 5.3

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Person”
      - Any individual, corporation (including any non-profit corporation), general
      or
      limited partnership, limited liability company, joint venture, estate, trust
      association, organization, or governmental body.

    


    “With
      Cause” - As defined in Section 5.4.

    


    “Without
      Cause” - As defined in Section 5.5.

    


    2.
      EMPLOYMENT TERMS AND DUTIES

    


    2.1
      EMPLOYMENT

    


    The
      Employer hereby employs the Executive, and the Executive hereby accepts
      employment by the Employer, upon the terms and conditions set forth in this
      Agreement.

     

    2.2
      TERM

    


    Subject
      to the provisions of Section 5, the term of the Executive's employment under
      this Agreement will be five (5) years, beginning on the Effective Date and
      ending on the fifth anniversary of the Effective Date.

    


    2.3
      DUTIES

    


    The
      Executive will have such duties as are assigned or delegated to the Executive
      by
      the Board of Directors and will serve as a Director, President, Chairman of
      the
      Board of Directors and Chief Executive Officer of the Employer. The Executive
      will devote the time, attention, skill, and energy necessary to accomplish
      the
      Executive's duties under this Section 2.3, will use his best efforts to promote
      the success of the Employer's business, and will cooperate fully with the Board
      of Directors in the advancement of the best interests of the Employer. Nothing
      in this Section 2.3, however, will prevent the Executive from engaging in
      additional activities that are not inconsistent with the Executive's duties
      under this Agreement.

     

    3.
      COMPENSATION

    


    (A)
      SALARY. The Executive will initially be paid an annual salary of €300,000 which
      will be payable in equal periodic installments according to the Employer's
      customary payroll practices, but no less frequently than monthly. The annual
      salary will be reviewed by the Board of Directors not less frequently than
      annually, and may be adjusted in the sole discretion of the Board of Directors,
      but in no event will the salary be less than €25,000 per month.

    


    (B)
      BONUS. The Executive will participate in an executive bonus plan (the “Executive
      Bonus Plan”) whereby the Executive will be eligible for an annual bonus payable
      in (i) unregistered shares of the Company’s common stock, and S-8 shares of the
      Company’s common stock (ii) an option or options to purchase S-8 shares of the
      Company’s common Stock. Such options will be convertible in a “cash-free”
conversion by the Executive, whereby the conversion price of the stock, upon
      exercise, will be deemed additional compensation to the Executive and will
      not
      require the Executive to remit cash to the Company. Specific terms and trigger
      events of the Executive Bonus Plan will be determined annually, prior to the
      end
      of the applicable fiscal year, by the Board of Directors and also maybe adjusted
      at any time in the sole discretion of the Board of Directors; provided,
      that,
      once an
      Executive Bonus Plan is approved, the Board may not reduce the compensation
      payable or increase the targets, if any, under such plan for the then-current
      fiscal year without the written consent of Executive. 

    


    (C)
      BENEFITS. The Executive will, during the Employment Period, be permitted to
      participate in such pension, profit sharing, bonus, life insurance,
      hospitalization, major medical, and other employee benefit plans of the Employer
      that may be in effect from time to time, to the extent the Executive is eligible
      under the terms of those plans.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    4.
      EXPENSES

    


    4.1
      GENERAL

    


    The
      Employer will pay the Executive's dues in such professional societies and
      organizations as the Board of Directors deems appropriate, and will pay on
      behalf of the Executive (or reimburse the Executive for) reasonable expenses
      incurred by the Executive at the request of, or on behalf of, the Employer
      in
      the performance of the Executive's duties pursuant to this Agreement, and in
      accordance with the Employer's employment policies, including reasonable
      expenses incurred by the Executive in attending conventions, seminars, and
      other
      business meetings, in appropriate business entertainment activities, and for
      promotional expenses.

    


    4.2
      AUTOMOBILE

    


    The
      Employer will also pay the Executive's automobile allowance of €1,500, to
      include lease and tax payments, maintenance and repair, insurance premiums,
      and
      fuel charges, but in no event shall the automobile allowance be less than €1,500
      per month. 

    


    5.
      TERMINATION

    


    5.1
      EVENTS OF TERMINATION

    


    The
      Employment Period, the Executive's compensation and any and all other rights
      of
      the Executive under this Agreement, with the exception of the severance and/or
      other rights of Executive under Section 5.6 of this Agreement, will terminate
      (except as otherwise provided in this Section 5):

    


    (a)
      Upon
      the death of the Executive;

    


    (b)
      Upon
      the Disability of the Executive (as defined in Section 5.2) immediately upon
      notice from either party to the other;

    


    (c)
      Upon
      termination of this Agreement by Executive, For Good Reason (as defined in
      Section 5.3) upon not less than thirty days' prior notice from the Executive
      to
      the Employer;

    


    (d) Upon
      termination of this Agreement by the Company With
      Cause (as defined in Section 5.4); or

    


    (e) Upon
      termination of this Agreement by the Company Without
      Cause (as defined in Section 5.5)

    


    5.2
      DEFINITION OF DISABILITY

    


    For
      purposes of Section 5.1, the Executive will be deemed to have a “Disability” if,
      for physical or mental reasons, the Executive is unable to perform the essential
      functions of the Executive's duties under this Agreement for 120 consecutive
      days, or 180 days during any twelve month period, as determined in accordance
      with this Section 5.2. The disability of the Executive will be determined by
      a
      medical doctor selected by written agreement of the Employer and the Executive
      upon the request of either party by notice to the other. If the Employer and
      the
      Executive cannot agree on the selection of a medical doctor, each of them will
      select a medical doctor and the two medical doctors will select a third medical
      doctor who will determine whether the Executive has a disability. The
      determination of the medical doctor selected under this Section 5.2 will be
      binding on both parties. The Executive must submit to a reasonable number of
      examinations by the medical doctor making the determination of disability under
      this Section 5.2, and the Executive hereby authorizes the disclosure and release
      to the Employer of such determination and all supporting medical records. If
      the
      Executive is not legally competent, the Executive's legal guardian or duly
      authorized attorney-in-fact will act in the Executive's stead, under this
      Section 5.2, for the purposes of submitting the Executive to the examinations,
      and providing the authorization of disclosure, required under this Section
      5.2.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.3
      DEFINITION OF “FOR GOOD REASON”

    


    For
      purposes of Section 5.1, the phrase “For Good Reason” means any of the
      following: (a) The Employer's material breach of this Agreement; (b) the
      assignment of the Executive without his consent to a position, responsibilities,
      or duties of a materially lesser status or degree of responsibility than his
      position, responsibilities, or duties at the Effective Date; or (c) the
      requirement by the employer that the Executive be based anywhere other than
      in
      Dublin, Ireland or Santo Domingo, Dominican Republic.

    


    5.4
      DEFINITION OF “WITH CAUSE”

    


    For
      the
      purposes of Section 5.1, the phrase “With Cause” means any of the following (a)
      Executive is convicted of, pleads guilty to or confesses to any felony, any
      act
      of fraud, misappropriation or embezzelement; (b) Executive willfully refuses
      to
      implement or follow a reasonable and lawful policy or directive of the Employer,
      which breach is not cured within thirty (30) days after written notice to the
      Executive from the Employer; or (c) Executive materially breaches any term
      of
      this Agreement which breach is not cured within thirty(30) days after written
      notice to the Executive from the Company.

    


    5.5
      DEFINITION OF “WITHOUT CAUSE”

    


    For
      the
      purposes of Section 5.1, the phrase “Without Cause” means that Executive’s
      employment is terminated by the Company for any reason other than With
      Cause.

     

    5.6
      TERMINATION PAY

    


    Effective
      upon the termination of this Agreement, the Employer will be obligated to pay
      the Executive (or, in the event of his death, his designated beneficiary as
      defined below) only such compensation as is provided in this Section 5.6, and
      in
      lieu of all other amounts and in settlement and complete release of all claims
      the Executive may have against the Employer. For purposes of this Section 5.6,
      the Executive's designated beneficiary will be such individual beneficiary
      or
      trust, located at such address, as the Executive may designate by notice to
      the
      Employer from time to time or, if the Executive fails to give notice to the
      Employer of such a beneficiary, the Executive's estate. Notwithstanding the
      preceding sentence, the Employer will have no duty, in any circumstances, to
      attempt to open an estate on behalf of the Executive, to determine whether
      any
      beneficiary designated by the Executive is alive or to ascertain the address
      of
      any such beneficiary, to determine the existence of any trust, to determine
      whether any person or entity purporting to act as the Executive's personal
      representative (or the trustee of a trust established by the Executive) is
      duly
      authorized to act in that capacity, or to locate or attempt to locate any
      beneficiary, personal representative, or trustee.

    


    If
      any
      Bonus Plan Compensation is due to Executive under this Section 5.6, then, in
      cases where the Executive Bonus Plan is dependent upon the Company’s fiscal year
      end financials, the Company shall pay the Executive Bonus Plan compensation
      within 90 days of the end of the fiscal year, after such amounts have been
      determined.

    


    (A)
      TERMINATION BY THE EXECUTIVE FOR GOOD REASON. If the Executive terminates this
      Agreement For Good Reason, the Employer will pay the Executive (i) a lump sum
      payment equivalent to a year’s annual salary and (ii) that portion of the
      Executive’s entitlement under the Executive's Bonus Plan as set out in Section
      3(B) for the Fiscal Year in which the termination “For Good Reason” occurs.


     

    (B)
      TERMINATION UPON DISABILITY. If this Agreement is terminated by either party
      as
      a result of the Executive's Disability, the Employer will pay the Executive
      a
      lump sum payment equivalent to one year’s annual salary of the Executive and his
      entitlements under the Executive Bonus Plan, for the Fiscal Year during which
      the Disability occurs. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (C)
      TERMINATION UPON DEATH. If this Agreement is terminated because of the
      Executive's death, the Executive will be entitled to receive a lump sum payment
      equivalent to one year’s annual salary and his entitlements under the Executive
      Bonus Plan, for the Fiscal Year during which his death occurs.

    


    (D) TERMINATION
      WITHOUT CAUSE. If the Company terminates this Agreement Without Cause, the
      Employer will pay the Executive (i) a lump sum payment equivalent to a year’s
      annual salary and (ii) that portion of the Executive’s entitlement under the
      Executive's Bonus Plan as set out in Section 3(B) for the Fiscal Year in which
      the termination Without Cause occurs. 

    


    (E) Termination
      With Cause. If the Company terminates the Executive’s employment With Cause (or
      the Executive voluntarily terminates his employment other than For Good Reason),
      then the Company shall pay Executive all accrued salary through the date of
      such
      termination.

    


    (F)
      BENEFITS. In all cases, in addition to the amounts set forth above, the
      Executive will receive, as part of his termination pay pursuant to this Section
      5, (i) any payment or other compensation for any vacation, holiday, sick leave,
      or other leave unused on the date the notice of termination is given under
      this
      Agreement and (ii) any expense reimbursements owed to Executive under the
      provisions hereof or the Company’s expense reimbursement policies, and (iii) any
      unpaid automobile allowance for the month that the termination
      occurs.

    


    6.
      CONFIDENTIALITY AND NON-DISCLOSURE; TRADE SECRETS

    


    6.1
      ACKNOWLEDGMENTS BY THE EXECUTIVE

    


    The
      Executive acknowledges that (a) during the Employment Period and as a part
      of
      his employment, the Executive will be afforded access to Confidential
      Information; (b) public disclosure of such Confidential Information could have
      an adverse effect on the Employer and its business; and (c) the provisions
      of
      this Section 6 are reasonable and necessary to prevent the improper use or
      disclosure of Confidential Information and to provide the Employer with
      exclusive ownership of all Employee inventions.

    


    6.2
      CONFIDENTIALITY; TRADE SECRETS

    


    In
      consideration of the compensation and benefits to be paid or provided to the
      Executive by the Employer under this Agreement, the Executive covenants as
      follows:

     

    (i)
      During and following the Employment Period, the Executive will hold in
      confidence the Confidential Information and will not disclose it to any person
      except with the specific prior written consent of the Employer or except as
      otherwise expressly permitted by the terms of this Agreement.

    


    (ii)
      Any
      trade secrets of the Employer will be entitled to all of the protections and
      benefits under applicable state and federal trade secret law and any other
      applicable law. If any information that the Employer deems to be a trade secret
      is found by a court of competent jurisdiction not to be a trade secret for
      purposes of this Agreement, such information will, nevertheless, be considered
      Confidential Information for purposes of this Agreement. The Executive hereby
      waives any requirement that the Employer submits proof of the economic value
      of
      any trade secret or posts a bond or other security.

    


    (iii)
      None of the foregoing obligations and restrictions applies to any part of the
      Confidential Information that the Executive demonstrates was or became generally
      available to the public other than as a result of a disclosure by the
      Executive.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.3
      DISPUTES OR CONTROVERSIES

    


    The
      Executive recognizes that should a dispute or controversy arising from or
      relating to this Agreement be submitted for adjudication to any court,
      arbitration panel, or other third party, the preservation of the secrecy of
      Confidential Information may be jeopardized. All pleadings, documents,
      testimony, and records relating to any such adjudication will be maintained
      in
      secrecy and will be available for inspection by the Employer, the Executive,
      and
      their respective attorneys and experts, who will agree, in advance and in
      writing, to receive and maintain all such information in secrecy, except as
      may
      be limited by them in writing.

    


    7 MISCELLANEOUS

    


    7.1
      AUTHORITY; APPROVAL BY BOARD OF DIRECTORS

    


    This
      Agreement has been duly authorized and approved by the Company’s Board of
      Directors. The undersigned person executing this Agreement on behalf of the
      Company has been duly authorized by the Company to execute and deliver this
      Agreement. The Company has the requisite corporate power and authority to enter
      into and to consummate the transactions contemplated by this Agreement and
      otherwise to carry out its obligations hereunder, including all compensation
      due
      hereunder including the Executive Bonus Plan. The execution and delivery of
      this
      Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company. This
      Agreement constitutes the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms.

     

    7.2
      WAIVER

    


    The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by either party in exercising
      any
      right, power, or privilege under this Agreement will operate as a waiver of
      such
      right, power, or privilege, and no single or partial exercise of any such right,
      power, or privilege will preclude any other or further exercise of such right,
      power, or privilege or the exercise of any other right, power, or privilege.
      To
      the maximum extent permitted by applicable law, (a) no claim or right arising
      out of this Agreement can be discharged by one party, in whole or in part,
      by a
      waiver or renunciation of the claim or right unless in writing signed by the
      other party; (b) no waiver that may be given by a party will be applicable
      except in the specific instance for which it is given; and (c) no notice to
      or
      demand on one party will be deemed to be a waiver of any obligation of such
      party or of the right of the party giving such notice or demand to take further
      action without notice or demand as provided in this Agreement.

    


    7.3
      BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

    


    This
      Agreement shall inure to the benefit of, and shall be binding upon, the parties
      hereto and their respective successors, assigns, heirs, and legal
      representatives, including any entity with which the Employer may merge or
      consolidate or to which all or substantially all of its assets may be
      transferred. The duties and covenants of the Executive under this Agreement,
      being personal, may not be delegated.

    


    7.4
      ENTIRE AGREEMENT; AMENDMENTS

    


    This
      Agreement and the documents executed in connection herewith contain the entire
      agreement between the parties with respect to the subject matter hereof and
      supersede all prior agreements and understandings, oral or written, between
      the
      parties hereto with respect to the subject matter hereof. This Agreement may
      not
      be amended orally, but only by an agreement in writing signed by the parties
      hereto.

    


    7.5
      GOVERNING LAW

    


    This
      Agreement will be governed by the laws of the State of Nevada without regard
      to
      conflicts of law principles.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.6
      JURISDICTION

    


    This
      Agreement shall in all respects be interpreted, enforced, and governed by and
      under the laws of the State of Nevada without giving effect to its conflicts
      of
      law provisions. The Parties each expressly agree to the appropriateness of
      and
      consent to the venue and jurisdiction of the State of California in the County
      of Orange and all state and federal courts having geographical jurisdiction
      for
      such County as the exclusive forum for the purposes of any action to enforce
      or
      interpret this Agreement.

    


    7.7
      SECTION HEADINGS, CONSTRUCTION

    


    The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this Agreement
      unless otherwise specified. All words used in this Agreement will be construed
      to be of such gender or number as the circumstances require. Unless otherwise
      expressly provided, the word “including” does not limit the preceding words or
      terms.

    


    7.8
      SEVERABILITY

    


    If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable. Time is of the essence in this
      Agreement and every provision hereof.

    


    


    EMPLOYER

    FREESTAR
      TECHNOLOGY CORPORATION

    


    


    _________________________________________                    Dated:________________________________

    Name:____________________________________

    Title:_____________________________________

    


    


    EXECUTIVE

    PAUL
      EGAN

    


    ___________________________________                  Dated:________________________________

    Paul
      Egan