2007 Stock Incentive Plan, as amended April 15, 2008 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on April 17, 2008)

  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.

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.