EXHIBIT
      10.11

    


    AGREEMENT

     

    THIS
      AGREEMENT
      (this
“Agreement”) dated April 13, 2007, is entered into between CORNELL
      CAPITAL PARTNERS, L.P.
      (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 $72,000 for a purchase price of $72,000.

     

    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 as disclosed on the Disclosure Schedule attached hereto,
      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
      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. Except
      as
      set forth in the SEC Documents or the April 12, 2007 draft of the Company’s
      December 31, 2006 10-KSB, 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

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    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 $22,000 of which $5,000 was for services related to the Auditor’s
      quarterly review for the quarter ended September 30, 2006 and the balance is
      for
      services rendered in connection with the Auditor’s audit of Company’s annual
      report for the year ended December 31, 2006. 

     

    5.    Use
      of Proceeds. The
      Company shall use the net proceeds of the Debenture as follows: (a) $22,000
      to
      pay outstanding fees owed to the Auditor, (b) up to $2,705 to pay outstanding
      fees of Vintage Filing, LLC, (c) $1,530 to pay the Company’s transfer agent, (d)
      $13,919 to pay fees owed to Gordon, Hughes & Banks the Company’s former
      auditor, and (e) $25,000 to pay the retainer for special legal counsel in
      connection with the 10-KSB for the year ended December 31, 2006 with any
      unutilized balance of such legal retainer or other unutilized sums held in
      counsel’s attorney trust account to be applied as mutually agreed by the Company
      and the Purchaser. The Company authorizes the Purchaser to disburse all of
      the
      net proceeds directly to the attorney trust account of the Company’s special
      counsel to be used in accordance with the use of proceeds set forth above with
      any additional balance to be applied as mutually agreed by the Company and
      the
      Purchaser. The Company shall pay a structuring fee to Yorkville Advisors, LLC
      in
      the amount of $5,000 directly from the gross proceeds of the Closing.


     

    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 executed and delivered to the Buyer the Convertible
                Debentures.

            


    

     

    
      	 	
              b.

            	
              The
                Company shall have provided to the Buyer a true copy of a certificate
                of
                good standing evidencing the formation and good standing of the Company
                from the secretary of state (or comparable office) from the jurisdiction
                in which the Company is incorporated, as of a date within 10 days
                of the
                Closing Date.

            


    

     

    7.    Acknowledgement
      Concerning Filing of the 10-KSB.
       The
      Company confirms that the 10-KSB for the year ended December 31, 2006 is
      substantially ready to be filed 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 10-KSB in purchasing the
      Debenture. 

     

    


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

    


    BUYER:

     

    CORNELL
      CAPITAL PARTNERS, L.P.

     

    By: 
      Yorkville
      Advisors, LLC

    Its: 
      Investment
      Advisor

     

    By: 
      /s/ 
      Mark Angelo 
      
        

      

    

    Name: 
      Mark
      Angelo

    Title: 
      Portfolio
      Manager

     

     

    COMPANY:

     

    ETOTALSOURCE,
      INC.

     

     

    By: 
      /s/
      Frank
      Orlando 
      
        

      

    

    Name: 
      Frank
      Orlando

    Title: 
      Chief
      Restructuring Officer

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    DISCLOSURE
      SCHEDULE

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF DEBENTURE

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


    DISBURSEMENT
      INSTRUCTIONS

    


    


    


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

    


    


    
      	
              Gross
                Proceeds:

            	 	 	
              From
                Cornell Capital Partners, LP

            	 	
              $

            	
              72,000

            	 
	
            	 	 	
              Less:
                Structuring Fee to Yorkville Advisors, LLC

            	 	 	
              ($5,000

            	
              )

            
	
              Disbursements:

            	 	 	 	 	 	 	 
	
            	 	 	
              To:
                Gallagher, Briody, & Butler (including a retainer of $25,000 and the
                balance to be disbursed in accordance with Section 5 of the
                Agreement)

            	
               

            	 	
              ($67,000

            	
              )

            
	
              Net
                Proceeds:

            	 	 	
              Net
                Proceeds Payable to the Company

            	 	
              $

            	
              0

            	 


    

    


    



    


    


    


    REMAINDER
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              ETOTALSOURCE,
                INC.

            	 	
              Cornell
                Capital Partners, l.p.

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:
                

            	
              /s/
                Frank Orlando

            	 	
              By:

            	
              Yorkville
                Advisors, LLC

            
	
              Name:

            	
              Frank
                Orlando

            	 	
              Its:

            	
              Investment
                Manager

            
	
              Its:

            	
              Chief
                Restructuring Officer

            	 	 	 
	 	 	 	
              By:
                

            	
              /s/
                Mark Angelo

            
	 	 	 	
              Name:

            	
              Mark
                Angelo

            
	 	 	 	
              Its:

            	
              Portfolio
                Manager