EX 10.11


    AGREEMENT

     

    THIS
      AGREEMENT
      (this
“Agreement”) dated December 21, 2006, is entered into between CORNELL
      CAPITAL PARTNERS, LP
      (the
“Purchaser”) and ETOTALSOURCE,
      INC.
      (the
“Company”).

    


    1.    Purchase
      and Sale.
      Subject
      to the terms and conditions set forth in this Agreement, the Buyer shall
      purchase from the Company and the Company shall issue to the Buyer a Secured
      Convertible Debenture in the form attached hereto as Exhibit A (the
“Debenture”)
      in the
      face amount of $7,642 for a purchase price of $7,642.

     

    2.    Closing.
      The
      closing of the issuance of the Debenture shall occur within 1 business day
      of
      the satisfaction of all conditions precedent set forth in Section 6 hereof
      at
      the offices of the Buyer (the “Closing”).

     

    3.    Closing
      Procedure.
      At the
      Closing, the Company shall execute and deliver the Debenture and the Buyer
      shall
      pay the Purchase Price in accordance with the disbursement instructions set
      forth on Schedule I attached hereto. 

     

    4.    Representations
      and Warranties of the Company.  The
      Company makes the following representations, warranties and agreements and
      confirms the following understandings:

     

    (a)    Organization
      and Qualification.
      The
      Company and its subsidiaries are corporations duly organized and validly
      existing in good standing under the laws of the jurisdiction in which they
      are
      incorporated, and have the requisite corporate power to own their properties
      and
      to carry on their business as now being conducted. Each of the Company and
      its
      subsidiaries is duly qualified as a foreign corporation to do business and
      is in
      good standing in every jurisdiction in which the nature of the business
      conducted by it makes such qualification necessary, except to the extent that
      the failure to be so qualified or be in good standing would not have a material
      adverse effect on the Company and its subsidiaries taken as a
      whole.

     

    (b)    SEC
      Documents: Financial Statements.
      Since
      January 1, 2005, except for the Company’s quarterly report on Form 10-QSB for
      the period ended September 30, 2006 (the “September
      10-QSB”)
      , the
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC under the Securities Exchange Act of
      1934, as amended (the “Exchange
      Act”)
      (all
      of the foregoing filed prior to the date hereof or amended after the date hereof
      and all exhibits included therein and financial statements and schedules thereto
      and documents incorporated by reference therein, being hereinafter referred
      to
      as the “SEC
      Documents”).
      As of
      their respective dates, the financial statements of the Company disclosed in
      the
      SEC Documents (the “Financial
      Statements”)
      complied as to form in all material respects with applicable accounting
      requirements and the published rules and regulations of the SEC with respect
      thereto. Such financial statements have been prepared in accordance
      with

      
        
           

        

        
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    generally
      accepted accounting principles, consistently applied, during the periods
      involved (except (i) as may be otherwise indicated in such Financial Statements
      or the notes thereto, or (ii) in the case of unaudited interim statements,
      to
      the extent they may exclude footnotes or may be condensed or summary statements)
      and, fairly present in all material respects the financial position of the
      Company as of the dates thereof and the results of its operations and cash
      flows
      for the periods then ended (subject, in the case of unaudited statements, to
      normal year-end audit adjustments). No other information provided by or on
      behalf of the Company to the Subscribers which is not included in the SEC
      Documents, including, without limitation, information referred to in this
      Agreement, contains any untrue statement of a material fact or omits to state
      any material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not
      misleading.

     

    (c)    10(b)-5.
      The SEC
      Documents do not include any untrue statements of material fact, nor do they
      omit to state any material fact required to be stated therein necessary to
      make
      the statements made, in light of the circumstances under which they were made,
      not misleading.

     

    (d)    Legal
      and Other Proceedings. Neither
      the Company, nor any of its affiliates or its executive officers or directors
      (in their capacity as executive officers or directors), is a party to any
      pending or, to the best knowledge of the Company, threatened, or unasserted
      but
      considered by it to be probable of assertion, claim, action, suit,
      investigation, arbitration or proceeding, or is subject to any order, judgment
      or decree that is reasonably expected by management of the Company to have,
      either individually or in the aggregate, a material adverse effect on the
      condition (financial or otherwise), earnings or results of operations of the
      Company. The Company is not, as of the date hereof, a party to or subject to
      any
      enforcement action instituted by, or any agreement or memorandum of
      understanding with, any federal or state regulatory authority restricting its
      operations or requiring that actions be taken, and no such regulatory authority
      has threatened any such action, memorandum or order against the Company and
      the
      Company has not received any report of examination from any federal or state
      regulatory agency which requires that the Company address any problem or take
      any action which has not already been addressed or taken in a manner
      satisfactory to the regulatory agency.

     

    (e)    Authorization;
      Conflict; Valid and Binding Obligation. When
      issued in accordance herewith, the Debenture will be duly and validly authorized
      by all requisite corporate action of the Company. The Company has full right,
      power and capacity to execute, deliver and perform its obligations under the
      Debenture. No governmental license, permit or authorization and no registration
      or filings with any court, governmental authority or regulatory agency is
      required in connection with the Company's execution, delivery and/or performance
      of the Debenture, other than any filings required by applicable federal and
      state securities laws. The execution, delivery and performance of the Debenture,
      the consummation of the transactions herein contemplated and the compliance
      with
      the terms of the Debenture by the Company will not violate or conflict with
      any
      provision of the Articles of Incorporation, as amended or By-laws of the
      Company, or any agreement, instrument, law or regulation to which the

      
        
           

        

        
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    Company
      is a party or by which the Company may be bound. The Debenture, upon execution
      and delivery by the Company, will represent the valid and binding obligation
      of
      the Company enforceable in accordance with its terms.

     

    (f)    As
      of the
      date hereof, the Company owes its independent public auditor Beadle McBride
      Evans & Reeves, LLP, P.A. (the “Auditor”) an aggregate of $5,000 in
      connection with the Auditor’s review of the September 10-QSB. 

     

    5.    Use
      of Proceeds. The
      Company shall use the net proceeds of the Debenture as follows: (a) $5,000
      to
      pay outstanding fees owed to the Auditor, (b) $642 to pay outstanding fees
      of
      Vintage Filing, LLC, which special counsel to the Company shall advance on
      behalf of the Company and be reimbursed directly out of the proceeds of the
      closing, and (c) $2,000 to pay the retainer for special legal counsel in
      connection with the September 10-QSB. The Company authorizes the Buyer send
      the
      net proceeds directly to the payees as set forth above for the benefit of the
      Company. 

     

    6.    Conditions
      Precedent. The
      obligations of the Buyer to purchase the Debenture shall be subject to the
      satisfaction by the Company or the following conditions precedent:

     

    
      	 	
              a.

            	
              The
                Company shall have obtained agreements from its current executive
                officers
                to remain available to any new management of the Company for the
                purpose
                of financial reporting obligations of the Company.
                

            


    

     

    7.    Acknowledgement
      Concerning Filing of September 10-QSB.
       The
      Company confirms that the September 10-QSB is ready to be filled with the SEC
      in
      accordance with all rules and regulations of filing thereunder with the
      exception of the consent of the Auditor. The Company acknowledges that the
      Buyer
      is relying on the Company’s representations and warranties related to the
      September 10-QSB in purchasing the Debenture. 

     

    8.    Within
      thirty days of the date hereof, the Company shall appoint a representative
      to be
      named by the Buyer as a director of the Company. 

     

    


    REMAINDER
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    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the date written
      above.

    


    BUYER:

    CORNELL
      CAPITAL PARTNERS, LP

    


    By: Yorkville
      Advisors, LLC

    Its: General
      Partner

    


    


    By: 
      /s/
      Mark
      Angelo

      
        

      

    

    Name: Mark
      Angelo

    Title: Portfolio
      Manager

     

    


    COMPANY:

    ETOTALSOURCE,
      INC.

    


    By: 
      /s/
      Michael Sullinger

      
        

      

    

    Name: Michael
      Sullinger

    Title: Chief
      Operating Officer

     

    
      
         

      

      
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    EXHIBIT
      A

    


    FORM
      OF DEBENTURE

    



    
      
         

      

      
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    SCHEUDLE
      I

    


    DISBUSEMENT
      INSTRUCIONS

    


    


    


    The
      purchase price shall be disbursed in immediately available U.S. funds, payable
      to the following parties:

    


    


    
      	
              Gross
                Proceeds:

            	 	
              From
                Cornell Capital Partners, LP

            	 	
              $7,642

            
	 	 	 	 	 
	
              Disbursements:

            	 	 	 	 
	 	 	
              To:    Beadle
                McBride Evans & Reeves, LLP, P.A.

            	 	
              $5,000

            
	 	 	
              To:   
                Gallagher, Briody, & Butler (including a reimbursement of fees to
                Vintage Filings, LLC of $642 to date)

            	 	
              $2,642

            
	
              Net
                Proceeds:

            	 	
              Net
                Proceeds Payable to the Company

            	 	
              $0

            


    

    


    
 

    REMAINDER
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                ETOTALSOURCE,
                  INC.

              	 	
                Cornell
                  Capital Partners, lp

              
	 	 	 
	
                By: 
                  /s/
                  Michael Sullinger

              	 	
                By: Yorkville
                  Advisors, LLC

              
	
                Name: Michael
                  Sullinger

              	 	
                Its: General
                  Partner

              
	
                Its: Chief
                  Operating Officer

              	 	 
	 	 	
                By: 
                  /s/
                  Mark Angelo

              
	 	 	
                Name: Mark
                  Angelo

              
	 	 	
                Its: Portfolio
                  Manager

              


      

    

     

    
      
         

      

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