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EDGAR FILINGS

Year 2006 / May 10

FREESTAR TECHNOLOGY CORPORATION (FSRT.OB)

Entry Material Agreement, Financial Statements and Exhibits

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 6, 2005, the Company entered into an employment agreement with Angel Pacheco, the Company's chief technical officer (effective as of April 1, 2005) (see Exhibit 10). Although not considered by the Company to be an executive officer, the Company does consider this agreement, because of the size of the compensation, to be material.

Under this agreement, Mr. Pacheco serves as the chief technical officer of the Company. He is to be paid the following compensation under this agreement:

(a) A fixed salary in the amount of $180,000 per annum.

(b) (i) a one-time stock issuance of 2,000,000 unregistered shares of common stock (Rule 144); and (ii) one time options grant to purchase 500,000 shares of common stock at a exercise price of $0.15 per share (the options are pursuant to the terms of the Company's Stock Incentive Plan under which shares have registered under a Form S-8 with the Securities and Exchange Commission).

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Exhibits.

Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-B.