ex10-1.htm


    Exhibit
      10.1

     

    CONSULTING
      SERVICES AGREEMENT

     

     

    This
      Consulting Services Agreement (“Agreement”), dated July 9th, 2007,
      is made by
      and between Donna Hessel , an individual (“Consultant”), whose address is 29
      Quai Mountblanc CH
      1201,Geneva,Switzerland and FreeStar Technology Corporation, a Nevada
      corporation (“Client”), having its principal place of business at Torre
      Empresarial, AIRD, La Julia, Santo Domingo, Dominican Republic.

     

                 WHEREAS,
      Consultant has extensive background in the area of business consulting and
      management advisory services; The
      Consultant is in the business of providing consultation and  services
      and the Client is a Payment Service Provider engaged in the business of credit
      card processing for Merchants. The Consultant has developed and is developing
      relationships with certain potential Merchants and acquiring Banks, in the
      credit card processing industry. The parties wish to work together and to share
      certain information and contacts in confidence in connection with the processing
      services and the establishment and maintenance of processing relationships
      between the Client and one or more Merchants and/or Banks.

     

    WHEREAS,
      Consultant desires to be engaged by Client to provide information, evaluation
      and consulting services to the Client in his area of knowledge and expertise
      on
      the terms and subject to the conditions set forth herein;

     

    WHEREAS,
      Client is a publicly held corporation with its common stock shares trading
      on
      the Over the Counter Bulletin Board under the ticker symbol “FSRT,” and desires
      to further develop its business and increase the value of its common stock;
      and

     

    WHEREAS,
      Client desires to engage Consultant to provide information, evaluation and
      consulting services to the Client in his area of knowledge and expertise on
      the
      terms and subject to the conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration for those services Consultant provides to Client,
      the parties agree as follows:

     

    1.           Services
      of Consultant.

     

    Consultant
      agrees to perform for Client all necessary services required in providing
      general business consulting and management advisory services for
      Client.  As such Consultant will provide bona fide services to
      Client.  The services to be provided by Consultant will not be in
      connection with the offer or sale of securities in a capital-raising
      transaction, and will not directly or indirectly promote or maintain a market
      for Client’s securities.

     

    2.           Consideration.

     

    Client
      agrees to pay Consultant, as his fee and as consideration for services provided,
      an option to purchase Seven Million (7,000,000) of free trading common stock
      in
      the Client, exercisable at ten cents ($0.10) per share,  under
      Client’s Amended and Restated  Non-Employee Directors
      and  Consultants Retainer Stock Plan and Amended and Restated
      Stock Incentive Plan. The shares underlying this option have been registered
      under a post-effective Form S-8 Registration Statement filed with the U.S.
      Securities and Exchange Commission on February 1st, 2007 and
      declared
      effective on that date and with any appropriate states securities
      administrator.

     

    3.           Confidentiality.

     

    Each
      party agrees that during the course of this Agreement, information that is
      confidential or of a proprietary nature may be disclosed to the other party,
      including, but not limited to, product and business plans, software, technical
      processes and formulas, source codes, product designs, sales, costs and other
      unpublished financial information, advertising revenues, usage rates,
      advertising relationships, projections, and marketing data (“Confidential
      Information”). Confidential Information shall not include information that the
      receiving party can demonstrate (a) is, as of the time of its disclosure, or
      thereafter becomes part of the public domain through a source other than the
      receiving party, (b) was known to the receiving party as of the time of its
      disclosure, (c) is independently developed by the receiving party, or (d) is
      subsequently learned from a third party not under a confidentiality obligation
      to the providing party.

     

    4.           Indemnification.

     

     

    (a)           Consultant.

     

    Consultant
      agrees to indemnify, defend, and shall hold harmless Client, its directors,
      employees and agents, and defend any action brought against same with respect
      to
      any claim, demand, cause of action, debt or liability, including reasonable
      attorneys' fees, to the extent that such an action arises out of the gross
      negligence or willful misconduct of Consultant.

     

    (b)           Notice.

     

    In
      claiming any indemnification hereunder, the indemnified party shall promptly
      provide the indemnifying party with written notice of any claim, which the
      indemnified party believes falls within the scope of the foregoing paragraphs.
      The indemnified party may, at its expense, assist in the defense if it so
      chooses, provided that the indemnifying party shall control such defense, and
      all negotiations relative to the settlement of any such claim. Any settlement
      intended to bind the indemnified party shall not be final without the
      indemnified party's written consent, which shall not be unreasonably
      withheld.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           Limitation
      of Liability.

     

    Consultant
      shall have no liability with respect to Consultant’s obligations under this
      Agreement or otherwise for consequential, exemplary, special, incidental, or
      punitive damages even if Consultant has been advised of the possibility of
      such
      damages. In any event, the liability of Consultant to Client for any reason
      and
      upon any cause of action, regardless of the form in which the legal or equitable
      action may be brought, including, without limitation, any action in tort or
      contract, shall not exceed ten percent (10%) of the fee paid by Client to
      Consultant for the specific service provided that is in question.

     

    6.           Termination
      and Renewal.

     

    (a)           Term.

     

    This
      Agreement shall become effective on the date appearing next to the signatures
      below and terminate two (2) years thereafter. Unless otherwise agreed upon
      in
      writing by Consultant and Client, this Agreement shall not automatically be
      renewed beyond its Term.

     

    (b)           Termination.

     

    Either
      party may terminate this Agreement on thirty (30) calendar days written notice,
      or if prior to such action, the other party materially breaches any of its
      representations, warranties or obligations under this Agreement. Except as
      may
      be otherwise provided in this Agreement, such breach by either party will result
      in the other party being responsible to reimburse the non-defaulting party
      for
      all costs incurred directly as a result of the breach of this Agreement, and
      shall be subject to such damages as may be allowed by law including all
      attorneys' fees and costs of enforcing this Agreement.

     

    (c)           Termination
      and Payment.

     

    Upon
      any
      termination or expiration of this Agreement, Client shall pay all unpaid and
      outstanding fees through the effective date of termination or expiration of
      this
      Agreement. And upon such termination, Consultant shall provide and deliver
      to
      Client any and all outstanding services due through the effective date of this
      Agreement.

     

    7.           Miscellaneous.

     

    (a)           Independent
      Contractor.

     

    This
      Agreement establishes an “independent contractor” relationship between
      Consultant and Client.

     

    (b).           Rights
      Cumulative; Waivers.

     

    The
      rights of each of the parties under this Agreement are
      cumulative.  The rights of each of the parties hereunder shall not be
      capable of being waived or varied other than by an express waiver or variation
      in writing.  Any failure to exercise or any delay in exercising any of
      such rights shall not operate as a waiver or variation of that or any other
      such
      right.  Any defective or partial exercise of any of such rights shall
      not preclude any other or further exercise of that or any other such
      right.  No act or course of conduct or negotiation on the part of any
      party shall in any way preclude such party from exercising any such right or
      constitute a suspension or any variation of any such right.

     

    (c)           Benefit;
      Successors Bound.

     

    This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of, the undersigned parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.

     

    (d)           Entire
      Agreement.

     

    This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof.  There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representa­tions,
      oral or written, express or implied, between them with respect to this Agreement
      or the matters described in this Agreement, except as set forth in this
      Agreement.  Any such negotiations, promises, or understandings shall
      not be used to interpret or constitute this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           Assignment.

     

    Neither
      this Agreement nor any other benefit to accrue hereunder shall be assigned
      or
      transferred by either party, either in whole or in part, without the written
      consent of the other party, and any purported assignment in violation hereof
      shall be void.

     

    (f)           Amendment.

     

    This
      Agreement may be amended only by an instrument in writing executed by all the
      parties hereto.

     

    (g)           Severability.

     

    Each
      part
      of this Agreement is intended to be severable.  In the event that any
      provision of this Agreement is found by any court or other authority of
      competent jurisdiction to be illegal or unenforceable, such provision shall
      be
      severed or modified to the extent necessary to render it enforceable and as
      so
      severed or modified, this Agreement shall continue in full force and
      effect.

     

    (h)           Section
      Headings.

     

    The
      Section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of this Agreement.

     

    (i)           Construction.

     

    Unless
      the context otherwise requires, when used herein, the singular shall be deemed
      to include the plural, the plural shall be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

     

    (j)           Further
      Assurances.

     

    In
      addition to the instruments and documents to be made, executed and delivered
      pursuant to this Agreement, the parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      such other instruments and to take such other actions as the requesting party
      may reasonably require to carry out the terms of this Agreement and the
      transactions contemplated hereby.

     

    (k)           Notices.

     

    Any
      notice which is required or desired under this Agreement shall be given in
      writing and may be sent by personal delivery or by mail (either a. United States
      mail, postage prepaid, or b. Federal Express or similar generally recognized
      overnight carrier), addressed as follows (subject to the right to designate
      a
      different address by notice similarly given):

     

    To
      Client:

     

    Paul
      Egan , C.E.O

    Freestar
      Technologies

    Torre
      Empresarial, AIRD, La Julia,

    Santo
      Domingo, Dominican Republic.

     

    To
      Consultant:

     

    Donna
      Hessel

    29
      Quai
      Mountblanc

    CH
      1201,

    Geneva,

    Switzerland.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (l)           Governing
      Law.

     

    This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of Nevada without reference to its conflicts of laws rules or
      principles.  Each of the parties consents to the exclusive
      jurisdiction of the federal courts of the State of California in connection
      with
      any dispute arising under this Agreement and hereby waives, to the maximum
      extent permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in such
      jurisdictions.

    


    (m)           Consents.

     

    The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of such party.

     

    (n)           Survival
      of Provisions.

     

    The
      provisions contained in paragraphs 3, 4, 5, and 7 of this Agreement shall
      survive the termination of this Agreement.

     

    (o)           Execution
      in Counterparts.

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      agreement.

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      have
      agreed to and accepted the terms herein on the date written above.

     

     

    Freestar
      Technology
      Corporation

     

    By
      : /s/ Paul
      Egan                          


    Paul
      Egan, C.E.O

     

     

     

                                               By:
/s/
      Donna
      Hessel                    


                                    
                                                                                   
Donna Hessel