EXHIBIT 99.7 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS November 2, 2005 Executive Registrar & Transfer, Inc. 3615 South Huron Street, Suite 104 Englewood, CO 80110 RE: ETOTALSOURCE, INC. Ladies and Gentlemen: Reference is made to that certain Securities...Etotalsource Inc • November 8th, 2005 • Services-prepackaged software
EXHIBIT 10.6 ------------ INVESTOR REGISTRATION RIGHTS AGREEMENT -------------------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 6, 2004, by and among ETOTALSOURCE, INC., a Colorado corporation, with...Registration Rights Agreement • November 24th, 2004 • Etotalsource Inc • Wholesale-misc durable goods • Colorado
RECITALS:Escrow Agreement • November 8th, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
EXHIBIT 10.5 ------------ SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 6, 2004, by and among ETOTALSOURCE, INC., a Colorado corporation, with headquarters...Securities Purchase Agreement • November 24th, 2004 • Etotalsource Inc • Wholesale-misc durable goods • Colorado
EXHIBIT 10.7 ------------ SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of October 6, 2004, by and between ETOTALSOURCE, INC., a Colorado corporation (the "COMPANY"), and the...Security Agreement • November 24th, 2004 • Etotalsource Inc • Wholesale-misc durable goods • New Jersey
RECITALS:Security Agreement • April 21st, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
EXHIBIT 10.1Termination Agreement • December 23rd, 2005 • Etotalsource Inc • Services-prepackaged software
RECITALSConsulting Agreement • July 15th, 2004 • Etotalsource Inc • Wholesale-misc durable goods
EXHIBIT 10.13Registration Rights Agreement • April 21st, 2005 • Etotalsource Inc • Services-prepackaged software • Colorado
RECITALS:Securities Purchase Agreement • November 8th, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
EXHIBIT 10.8 ------------Securities Purchase Agreement • November 24th, 2004 • Etotalsource Inc • Wholesale-misc durable goods
WITNESSETHSecurities Purchase Agreement • September 6th, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
ETOTALSOURCE, INC. PLACEMENT AGENT AGREEMENTEtotalsource Inc • April 21st, 2005 • Services-prepackaged software • New Jersey
No. CCP-1 $100,000 ETOTALSOURCE INC. Secured Convertible Debenture August 24, 2006 This Secured Convertible Debenture (the "Debenture") is issued by ETOTALSOURCE INC., a Colorado corporation (the "Obligor"), to CORNELL CAPITAL PARTNERS, LP (the...Etotalsource Inc • September 6th, 2005 • Services-prepackaged software
RECITALS:Security Agreement • November 8th, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
Exhibit 10.1 Agreement and Plan of ReorganizationAgreement and Plan of Reorganization • December 30th, 2002 • Premium Enterprises Inc • Wholesale-misc durable goods
EXHIBIT 10.14Agent Agreement • April 21st, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
RECITALS:Investor Registration Rights Agreement • November 8th, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
RECITALS:Equity Distribution Agreement • June 6th, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
EXHIBIT 10.23Escrow Agreement • September 6th, 2005 • Etotalsource Inc • Services-prepackaged software • New Jersey
EXHIBIT 10.2 Employment ContractEtotalsource Inc • April 21st, 2005 • Services-prepackaged software
The following are the specified terms of this employment contract entered into on this day of February 7, 2000 between Terry Eilers and eTotalSource.com, Inc., (eTS) a California Corporation. The principal place of business is 1510 Poole Blvd, Suite 207, Yuba City, CA 95993. Both parties agree they have the legal authority to enter into this contract and that the recitals contained herein are an accurate representation of both parties positions.
EXHIBIT 10.19Etotalsource Inc • April 21st, 2005 • Services-prepackaged software
CONSULTING AGREEMENT WITH MICHAEL A. LITTMAN CONSULTING AGREEMENTConsulting Agreement • July 15th, 2004 • Etotalsource Inc • Wholesale-misc durable goods • Colorado
EXHIBIT 10.2Marketing Consulting Agreement • May 23rd, 2003 • Premium Enterprises Inc • Wholesale-misc durable goods
EXHIBIT 10.1Corporate Development Consulting Agreement • May 23rd, 2003 • Premium Enterprises Inc • Wholesale-misc durable goods
EXHIBIT 10.8Etotalsource Inc • April 21st, 2005 • Services-prepackaged software
EXHIBIT 10.2 ------------ EMPLOYMENT CONTRACTEtotalsource Inc • November 24th, 2004 • Wholesale-misc durable goods
The following are the specified terms of this employment contract entered into on this day of February 7, 2000 between TERRY EILERS and ETOTALSOURCE.COM, INC., (ETS) a California Corporation. The principal place of business is 1510 Poole Blvd, Suite 207, Yuba City, CA 95993. Both parties agree they have the legal authority to enter into this contract and that the recitals contained herein are an accurate representation of both parties positions.
AGREEMENTAgreement • December 21st, 2006 • Etotalsource Inc • Services-prepackaged software
THIS AGREEMENT (this “Agreement”) dated December 21, 2006, is entered into between CORNELL CAPITAL PARTNERS, LP (the “Purchaser”) and ETOTALSOURCE, INC. (the “Company”).
EXHIBIT 10.3 AGREEMENT AGREEMENTAgreement • May 23rd, 2003 • Premium Enterprises Inc • Wholesale-misc durable goods • California
EXHIBIT 10.3 Employment Contract The following are the specified terms of this employment contract entered into on this day of February 7, 2000 between Virgil Baker (Employee) and eTotalSource.com, Inc., (eTS) a California Corporation. The principal...Etotalsource Inc • April 21st, 2005 • Services-prepackaged software
The following are the specified terms of this employment contract entered into on this day of February 7, 2000 between Virgil Baker (Employee) and eTotalSource.com, Inc., (eTS) a California Corporation. The principal place of business is 1510 Poole Blvd, Suite 207, Yuba City, CA 95993. Both parties agree they have the legal authority to enter into this contract and that the recitals contained herein are an accurate representation of both parties positions.
EXHIBIT 10.3 ------------ EMPLOYMENT CONTRACTEtotalsource Inc • November 24th, 2004 • Wholesale-misc durable goods
The following are the specified terms of this employment contract entered into on this day of February 7, 2000 between VIRGIL BAKER (EMPLOYEE) and eTOTALSOURCE.COM, INC., (eTS) a California Corporation. The principal place of business is 1510 Poole Blvd, Suite 207, Yuba City, CA 95993. Both parties agree they have the legal authority to enter into this contract and that the recitals contained herein are an accurate representation of both parties positions.
AGREEMENTAgreement • April 17th, 2007 • Etotalsource Inc • Services-prepackaged software
THIS AGREEMENT (this “Agreement”) dated April 13, 2007, is entered into between CORNELL CAPITAL PARTNERS, L.P. (the “Purchaser”) and ETOTALSOURCE, INC. (the “Company”).
