EXHIBIT 99.8
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 an Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
Agreement"), all of which are dated October 4, 2004 (collectively, the Standby
Equity Distribution Agreement, the Registration Rights Agreement, the Escrow
Agreement and Placement Agent Agreement are referred to as the "Transaction
Documents").
NOW, THEREFORE, for and in consideration of the promises and the mutual
promises, conditions and covenants contained herein and in the Transaction
Documents and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Termination. Each of the parties to this Agreement hereby terminate
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 shall retain all structuring fees.
3. Commitment Fees. The Investor shall retain the commitment fee
consisting of Three Million Eight Hundred Fifty Five Thousand
(3,855,700) shares of common stock of the Company, which shall have
"piggy-back" registration rights.
[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
ETOTALSOURCE, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxxxxx Xxxxxxxxx By: Yorkville Advisors, LLC
------------------------------ Its: General Partner
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Operating Officer
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
