Exhibit 10.15

                              TERMINATION AGREEMENT

      THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of April 20, 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 dated as of October 6, 2004 (the "Standby Equity
Distribution Agreement"); a registration rights agreement dated as of October 6,
2004 (the "Registration Rights Agreement") two (2) escrows agreement dated as of
October 6, 2004 (the "Escrow Agreements"), a securities purchase agreement dated
as of October 6, 2004 (the "Securities Purchase Agreement"), an investor's
registration rights agreement dated as of October 6, 2004 (the "Investor's
registration Rights Agreement"), a convertible debenture dated as of October 6,
2004 (the "Convertible Debenture"), a security agreement dated as of October 6,
2004 (the "Security Agreement"), and an irrevocable transfer agent instructions
dated as of October 6, 2004 (the "Irrevocable Transfer Agent Instructions").
Collectively, the Standby Equity Distribution Agreement, the Registration Rights
Agreement, the Escrow Agreements, the Securities Purchase Agreement, the
Investors Registration Rights Agreement, the Convertible Debenture, the Security
Agreement, and the Irrevocable Transfer Agent Instructions are referred to as
the "Transaction Documents."

      NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual promises, conditions and covenants contained herein and in the
Transaction Documents, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto hereby
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.

      IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.

                                       ETOTALSOURCE, INC.
                                       By:________________________________
                                       Name:    Michael Sullinger
                                       Title:   Chief Operating Officer

                                       CORNELL CAPITAL PARTNERS, LP

                                       By: Yorkville Advisors, LLC
                                       Its: General Partner
                                       By:________________________________
                                       Name:    Mark A. Angelo
                                       Title:   Portfolio Manager