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").
Collectively, the Standby Equity Distribution Agreement, the Registration Rights
Agreement, both Escrow Agreements, the Securities Purchase Agreement, the
Convertible Debenture, the Investor's Registration Rights Agreement, the
Security Agreement, the Irrevocable Transfer Agent Instructions, the Placement
Agreement and the Amended Escrow Agreements are hereinafter referred to as the
"Transaction Documents."
NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual promises, conditions and covenants contained herein and in the
Transaction Documents, and other good and valuable consideration, receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Termination. Each of the parties to this Agreement hereby terminates
the Transaction Documents and the respective rights and obligations contained
therein. As a result of this provision, none of the parties shall have any
rights or obligations under or with respect to the Transaction Documents.
2. Structuring Fees. The Investor retains all structuring fees under the
Transaction Documents.
3. Commitment Fees. The Investor retains the commitment fee under the
Transaction Documents consisting of Three Million Eight Hundred Fifty Five
Thousand Seven Hundred (3,855,700) shares of common stock of the Company, which
shares have "piggy-back" registration rights. Newbridge Securities Corporation
retains the placement agent fee under the Transaction Documents consisting of
One Hundred Sixty-Six Thousand Six Hundred Sixty-Six (166,666) shares of common
stock of the Company, which shares have "piggy-back" registration rights.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
ETOTALSOURCE, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Chief Operating Officer
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx. X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
