EXHIBIT 10.1
TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (the "Agreement") is made and entered
into
effective as of November 2, 2005, by and
between ETOTAL SOURCE INC., a Colorado
corporation (the "Company"), and CORNELL
CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor").
RECITALS:
WHEREAS,
the Company and the Investor entered into an standby equity
distribution agreement dated as of April
20, 2005 (the "Standby Equity
Distribution Agreement"); a registration
rights agreement dated as of April 20,
2005 (the "Registration Rights Agreement");
two (2) escrow agreements dated as
of April 20, 2005 (collectively, the
"Escrow Agreements"); a securities purchase
agreement dated as of April 20, 2005 (the
"Securities Purchase Agreement"); an
investor's registration rights agreement
dated as of April 20, 2005 (the
"Investor Registration Rights Agreement");
a convertible debenture dated as of
April 20, 2005 (the "Convertible
Debenture"); a security agreement dated as of
April 20, 2005 (the "Security Agreement");
an irrevocable transfer agent
instructions dated as of April 20, 2005
(the "Irrevocable Transfer Agent
Instructions"); a placement agent agreement
dated as of April 20, 2005 (the
"Placement Agent Agreement"); and two (2)
amended and restated escrow agreements
dated as of September 1, 2005
(collectively, the "Amended Escrow Agreements").
Col
