EXHIBIT 10.2 TERMINATION AGREEMENT

                                  EXHIBIT 10.2

                              TERMINATION AGREEMENT

      THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into

effective as of November 2, 2005, by and between ETOTALSOURCE, 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 a securities purchase

agreement dated as of August 24, 2005 (the "Securities Purchase Agreement"), an

investor's registration rights agreement dated as of August 24, 2005 (the

"Investor Registration Rights Agreement"), a convertible debenture dated as of

August 24, 2005 (the "Convertible Debenture"), and a security agreement dated as

of August 24, 2005 (the "Security Agreement") (collectively, the Securities

Purchase Agreement, the Convertible Debenture, the