EX 10.1


     

     

    EXHIBIT
      10.1

     

    SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT
      (the
“Agreement”)
      dated
      as of July 21, 2008 by and among Tia III, Inc. ,
      a
      Delaware corporation having its principal office at 7325 Oswego Road , Suite
      D,
      Liverpool, New York, 13090 (“Company”),
      Mary
      Passalaqua, the sole and controlling shareholder of Company, having an office
      at
      7325 Oswego Road , Suite D, Liverpool, New York, 13090 (“ Shareholder”),
      and
      Daniel J. Delsonno, an individual residing at 36320 North County Rd. 44A,
      Eustis, Florida 32736 (the “ Purchaser”).
      Company, Shareholder and Purchaser are collectively referred to herein as
      Parties. Shareholder and Purchaser are referred herein collectively, after
      the
      Closing of this Agreement as (lower case) “shareholder”.

     

    RECITALS

     

    WHEREAS ,
      the
      Shareholder currently owns all of the issued and outstanding equity interests
      of
      the Company, constituting One Million (1,000,000) common shares (“Shareholder
      Shares”);
      and

     

    WHEREAS ,
      Company
      is a reporting issuer (a “blank check company”) pursuant to Section 12(g) of the
      Securities Exchange Act of 1934, as amended (the “ Exchange
      Act”);
      and

    


    WHEREAS
      , the
      Shareholder owns all of the Company’s issued and outstanding common stock and
      has entered into this Agreement for the purpose of making certain
      representations, warranties, covenants, indemnifications and agreements;
      and

     

    WHEREAS,
      the
      Company wish to sell, to Purchaser and Purchaser wishes to acquire, Two Million
      2,000,000 shares of Company’s common stock, at a purchase price of $0.0001 par
      value per share (the “ Purchaser
      Shares”),
      subject to and upon the terms and conditions hereinafter set forth herein (such
      purchase being herein referred to as the “ Purchase”);
      and

    


    WHEREAS,
      as a
      result of the consummation of the Purchase, the Shareholder will no longer
      control the business and/or corporate affairs of Company; and

     

    WHEREAS,
      the
      Boards of Director of the Company deems it advisable and in the best interests
      of respectively, the Company and the Company, that the Purchase is effected
      pursuant to the terms and conditions of this Agreement.

    


    NOW
      THEREFORE,
      in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    ARTICLE
      1

    SECURITIES
      PURCHASE

     

    1.1
          Agreement
      to Purchase Securities.
      Subject
      to the terms and upon the conditions set forth herein, Company agrees to sell,
      assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase
      from
      Company, at the Closing, Two Million common shares of Company (“Purchaser
      Shares”)for
      a
      Total Purchase price of Two Hundred dollars and no/100 ($200) USD.

     

    1.2
          Closing.
      The
      closing of the Purchase (the “ Closing”)
      shall
      take place by overnight delivery (to the offices of C. Giannetto, Esquire.
      The
      Offices at Veranda Park - Bldg 7000, 7065 Westpointe Blvd. Suite 206, Orlando,
      FL 32835) on such date as is promptly as practicable following satisfaction
      or
      waiver of the conditions set forth in Section 6.4 hereof, or on such other
      date
      or at such other time and place as may be agreed to by the Company and Purchaser
      (“ Closing
      Date”).

     

    1.3
          Closing
      Deliveries.
      At the
      Closing, the following deliveries shall be made:

     

    (a)
          Documents.
      The
      documents and information required under Section 6.4; and 

     

    (b)
         Purchaser
      Shares.
      Company
      shall issue to the Purchaser original certificates evidencing and representing
      2,000,000 shares of Common Stock of Company ( the “ Purchaser
      Shares”)
      and
      deliver the Purchaser Share to the address in Section 1.2
      hereinabove.

    



    
      
         

      

      
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       (c)
          Separation
      and Release Agreement. 
      Immediately after Closing, Purchaser shall deliver to Shareholder a duly
      executed Separation and Release Agreement substantially in the form of
Exhibit
      1.1
      hereto.

     

       (d)
          Separation
      Shares.
      Immediately after Closing, Purchaser, shall issue and deliver to the Shareholder
      Six Million (6,000,000) share of Company required under the Separation and
      Release Agreement under Exhibit 1.1

    


       (e) 
        Other
      Documents.
      The
      Company, Shareholder, and Purchaser shall each receive, in a form and substance
      reasonably satisfactory to it, all certificates and other documents, instruments
      and writings to evidence the transactions contemplated by this Agreement from
      any other party hereto as it may reasonably request.

     

    ARTICLE
      2

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE PURCHASER

     

    Purchaser,
      represents, warrants and covenants to Company with respect to himself that
      the
      following are correct and complete as of the date hereof, except insofar as
      the
      representations and warranties relate expressly and solely to a particular
      date
      or period, in which case the Purchaser, warrants and covenants to Company that
      such representations and warranties were true, correct and complete with respect
      to such date or period:

     

    2.1
          Power
      and Authority.
      Purchaser has all requisite power and authority, or legal capacity, as the
      case
      may be, to enter into and to carry out all of the terms of this Agreement and
      all other documents executed and delivered in connection herewith (collectively,
      the “Documents”).
      Any
      action on the part of the Purchaser necessary for the authorization, execution,
      delivery and performance of the Documents by the Purchaser has been taken and
      no
      further authorization is required to consummate the transactions provided for
      in
      the Documents. When executed and delivered by the Purchaser, the Documents
      shall
      constitute the valid and legally binding obligation of the Purchaser enforceable
      in accordance with their respective terms, subject to bankruptcy, moratorium,
      principles of equity and other limitations limiting the rights of creditors
      generally. Purchaser is a natural person is over the age of 21, has not been
      declared incompetent, and has the right to execute, deliver and perform this
      Agreement and the other Documents contemplated herein without the consent or
      joinder of any other Person or Authority.

     

    2.2
          Investment
      and Related Representations.

     

    (a) 
      Securities
      Laws Compliance.
      The
      Purchaser is aware that neither the Purchaser Shares nor the offer or sale
      thereof to the Purchaser has been registered under the Securities Act, or under
      any state or foreign securities Laws. The Purchaser understands that the
      Purchaser Shares it will receive will be characterized as “restricted”
securities under United States federal securities Laws inasmuch as they are
      being acquired in a transaction not involving a public offering and that under
      such Laws and applicable regulations such securities may be resold without
      registration under the Securities Act only in certain limited circumstances.
      The
      Purchaser agrees that the Purchaser will not sell all or any portion of
      Purchaser Shares except pursuant to Regulations D or S under the Securities
      Act,
      pursuant to registration under the Securities Act or pursuant to an other
      available exemption from registration under the Securities Act. The Purchaser
      understands that each certificate for Purchaser Shares issued to the Purchaser
      shall bear a legend substantially as set forth below:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH
      AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH
      SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH
      REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND
      HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
      IN
      COMPLIANCE WITH THE 1933 ACT.

     

    

      
        
           

        

        
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    (b) 
      Investment
      Representation.
      This
      Agreement is made with the Company’s reliance upon the Purchaser’s
      representation, which by the Purchaser’s execution of this Agreement hereby
      confirms, that the Purchaser Shares to be received by the Purchaser are being
      acquired pursuant to this Agreement for his own account, for investment, and
      not
      with a view to the resale or distribution thereof (i) such that the Purchaser
      would be considered an “underwriter” as such term is defined in the Securities
      Act, and (ii) unless pursuant to an effective registration statement or
      exemption under the Securities Act.

     

    (c) 
      No
      Public Solicitation.
      The
      Purchaser is acquiring the Purchaser Shares after private negotiation and has
      not been attracted to the acquisition of the Purchaser Shares by any press
      release, advertising, publication, or other general solicitation or through
      any
      directed selling efforts (as such term is defined in Regulation S promulgated
      under the Securities Act) made in the United States.

     

    (d) 
      Access
      to Information.
      The
      Purchaser acknowledges that the reports (collectively the “ SEC
      Reports”)
      filed
      by Company with the SEC are publicly available, and that the Purchaser has
      reviewed the SEC Reports to the extent that the Purchaser deemed necessary
      and
      appropriate in making an investment decision hereunder.

     

    (e) 
      Investor
      Solicitation and Ability to Bear Risk to Loss.
      The
      Purchaser acknowledges the acquisition of the Purchaser Shares is a highly
      speculative investment, involving a high degree of risk and that he can bear
      the
      economic risk of investment in such securities without producing a material
      adverse change in Purchaser’s financial condition. The Purchaser otherwise has
      such knowledge and experience in financial or business matters that the
      Purchaser is capable of evaluating the merits and risks of the investment in
      the
      Purchaser Shares.

     

    (f) 
      U.S.
      Person Status. 
      Purchaser is a U.S. resident and as such is considered a U. S. Person as that
      term is defined in the U. S. securities laws and regulations.

     

    ARTICLE
      3

    JOINT
      REPRESENTATIONS AND WARRANTIES OF COMPANY and SHAREHOLDER

     

    Shareholder
      and Company hereby jointly and severally represent and warrant to Purchaser
      that
      the following are correct and complete as of the date hereof, except insofar
      as
      the representations and warranties relate expressly and solely to a particular
      date or period, in which case Company and Shareholder represent and warrant
      to
      the Purchaser that such representations and warranties were true, correct and
      complete with respect to such date or period:

     

    3.1
          Corporate
      Organization, Standing and Power.
      Company
      is a corporation duly organized, validly existing and in good standing under
      the
      Laws of the State of Delaware with the requisite corporate power and authority
      to carry on its business as it is now being conducted and to own, operate and
      lease its properties and assets, is duly qualified or licensed to do business
      as
      a foreign corporation in good standing in every other jurisdiction in which
      the
      character or location of the properties and assets owned, leased or operated
      by
      it or the conduct of its business requires such qualification or licensing.
      Complete and correct copies of Company’s certificate of incorporation and bylaws
      have previously been made available to the Purchaser

     

    3.2 
          Capitalization;
      Subsidiaries.

     

    (a)
      Company is authorized by its Certificate of Incorporation to issue an aggregate
      of 260,000,000 shares of capital stock, of which 250,000,000 are shares of
      Common Stock, par value $.0001 per share and 10,000,000 are shares of Preferred
      Stock, par value $.0001 per share. Company has 1,000,000 shares of common stock
      issued and outstanding (the “ Shareholder
      Shares”),
      all
      of which are owned of record by the Shareholder, and no other shares of any
      class or series of capital stock issued and outstanding. All of the Shareholder
      Shares have been duly authorized and are validly issued, fully paid and
      non-assessable and are without, and were not issued in violation of, preemptive
      rights.

    


    (b)
      Company does not have any outstanding bonds, debentures, notes or other
      indebtedness which (i) have the right to vote (or are convertible or exercisable
      into securities having the right to vote) on any matter, or (ii) are or will
      become entitled to receive any payment in shares or equity as a result of the
      consummation of the transactions contemplated herein. Other than as above or
      as
      contemplated by this Agreement, there is no subscription, option, warrant,
      call,
      right, contract, agreement, commitment, understanding or arrangement to which
      Company is a party, or by which it is bound, with respect to the issuance,
      sale,
      delivery or transfer of the capital securities of Company, including any right
      of conversion or exchange under any security or other
      instrument.

     

    (c)
      Company does not own, and has never owned, directly or indirectly, any equity
      interest in any other entity.

     


    
      
         

      

      
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    3.3
          Authorization.
      Company
      has all requisite corporate power and authority to enter into, execute, deliver,
      and perform its obligations under this Agreement. The Board of Directors of
      Company has taken all action required by Law, Company's certificate of
      incorporation and bylaws or otherwise to authorize the execution, delivery
      and
      performance of this Agreement and the consummation of the transactions
      contemplated herein. This Agreement has been duly and validly executed and
      delivered by Company and is the valid and binding legal obligation of Company
      enforceable against Company in accordance with its terms, subject to bankruptcy,
      moratorium, principles of equity and other limitations limiting the rights
      of
      creditors generally.

     

    3.4
            Non-Contravention.
      Neither
      the execution, delivery and performance of this Agreement, nor the consummation
      of the transactions contemplated herein will:

     

    (a)
      violate any provision of the certificate of incorporation or bylaws of Company;
      or

     

    (b)
      be in
      conflict with, or constitute a default, however defined (or an event which,
      with
      the giving of due notice or lapse of time, or both, would constitute such a
      default), under, or cause or permit the acceleration of the maturity of, or
      give
      rise to, any right of termination, cancellation, imposition of fees or penalties
      under, any debt, note, bond, lease, mortgage, indenture, license, obligation,
      contract, commitment, franchise, permit, instrument or other agreement or
      obligation to which Company is a party or by which Company or any of its
      properties or assets is or may be bound;

     

    (c)
      result in the creation or imposition of any Encumbrance upon any property or
      assets of Company under any debt, obligation, contract, agreement or commitment
      to which Company is a party or by which Company or any of their respective
      assets or properties is or may be bound; or

     
       

    (d)
      materially violate any Law of any Authority.

     

    3.5
          Consents
      and Approvals.
      No
      Consent is required by any person or entity, including any Authority, in
      connection with the execution, delivery and performance of this Agreement by
      Company or the consummation of the transactions contemplated herein, other
      than
      any Consent which have been obtained or are required pursuant to this Agreement
      or applicable securities Laws.

     

    


    3.6
          Valid
      Issuance.
      The
      Purchaser Shares to be issued in connection with this Agreement have been duly
      authorized and, when issued and delivered and upon the delivery of the
      consideration therefore as provided in this Agreement, will be validly issued,
      fully paid and non-assessable and will not be subject to any restrictions,
      except those under United States federal and state securities Laws.

     

    3.7
          SEC
      Filings; Financial Statements.

     

    (a)
      All
      statements, reports, schedules, forms and other documents required to have
      been
      filed by Company with the SEC have been so filed on a timely basis. As of the
      time it was filed with the SEC (or, if amended or superseded by a filing prior
      to the date of this Agreement, then on the date of such filing): (i) each of
      the
      SEC Reports complied in all material respects with the applicable requirements
      of the Securities Act or the Securities Exchange Act of 1934 (the “Exchange
      Act”
      ); and
      (ii) none of the SEC Reports contained any untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or necessary
      in order to make the statements therein, in the light of the circumstances
      under
      which they were made, not misleading.

     

    (b)
      The
      financial statements contained in the SEC Reports: (i) complied as to form
      in
      all material respects with the published rules and regulations of the SEC
      applicable thereto; (ii) were prepared in accordance with GAAP applied on a
      consistent basis throughout the periods covered (except as may be indicated
      in
      the notes to such financial statements and, in the case of unaudited statements,
      as permitted by Form 10-QSB of the SEC); and (iii) fairly present, in all
      material respects, the financial position of Company as of the respective dates
      thereof and the results of operations of Company for the periods covered
      thereby. All adjustments considered necessary for a fair presentation of such
      financial statements have been included.

     

    3.8
          No
      Liabilities.
      Company
      has no liabilities, obligations, or contingencies (whether absolute, accrued,
      or
      contingent) (each a “ Liability”
and
      collectively, “ Liabilities”)
      except for (i) Liabilities expressly stated in the most recent balance sheet
      included in the SEC Reports or the notes thereto and (ii) Liabilities which
      do
      not exceed US$1,000 in the aggregate. 

    


    3.9
          Assets.
      The sole
      assets of Company are any cash in any bank account of Company. There are no
      Encumbrances on any assets of Company.

     

    3.10
          Real
      Property; Leases. 
      Company owns no real property and is not party to any lease or sublease for
      any
      real property or personal property.

     


    
      
         

      

      
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    3.11
          Litigation.
      There is
      no legal, administrative, arbitration, or other proceeding, suit, claim or
      action of any nature or investigation, review or audit of any kind, or any
      judgment, decree, decision, injunction, writ or order pending, noticed,
      scheduled, or, to the knowledge of Company, threatened or contemplated by or
      against or involving Company, its assets, properties or business or its
      directors, officers, agents or employees (but only in their capacity as such),
      whether at law or in equity, before or by any person or entity or Authority,
      or
      which questions or challenges the validity of this Agreement or any action
      taken
      or to be taken by the parties hereto pursuant to this Agreement or in connection
      with the transactions contemplated herein.

    


    3.12
          Contracts
      and Commitments; No Default. 
      Company is not a party to, nor are any of its assets bound by, any contract,
      oral or written (each, a“ Company
      Contract”),
      that
      is not disclosed in the SEC Reports. None of the Company Contracts contains
      a
      provision requiring the consent of any party with respect to the consummation
      of
      the transactions contemplated by this Agreement. Company is not in breach,
      violation or default, however defined, in the performance of any of its
      obligations under any of the Company Contracts, and no facts and circumstances
      exist which, whether with the giving of due notice, lapse of time, or both,
      would constitute such breach, violation or default thereunder or thereof, and,
      to the knowledge of Company or Shareholder, no other parties thereto are in
      a
      breach, violation or default, however defined, thereunder or thereof, and no
      facts or circumstances exist which, whether with the giving of due notice,
      lapse
      of time, or both, would constitute such a breach, violation or default
      thereunder or thereof.

     

    3.13
          No
      Broker or Finder.
      No
      broker, finder or investment banker is entitled to any brokerage, finders or
      other fee or commission in connection with any of the transactions contemplated
      by this Agreement based upon arrangements made by or on behalf of
      Company.

     

    3.14
          Inter-company
      and Affiliate Transactions; Insider Interests.
      Except
      as disclosed in the SEC Reports, there are, and during the last three years
      there have been, no transactions, agreements or arrangements of any kind, direct
      or indirect, between Company, on the one hand, and any director, officer,
      employee, stockholder, or affiliate of Company, on the other hand, including
      loans, guarantees or pledges to, by or for Company or from, to, by or for any
      of
      such persons, that are currently in effect.

     

    3.15
          No
      Adverse Changes.
      There
      has been no material adverse change in the business, financial condition,
      prospects, assets or operations of Company since May 21, 2008.

     

    3.16
          Compliance
      With Law; Permits and Other Operating Rights.
      The assets, properties, business and operations of Company are and have been
      in
      compliance in all respects with all Laws applicable to Company's assets,
      properties, business and operations. Company possesses all permits, licenses
      and
      other authorizations from all Authorities necessary to permit it to operate
      its
      business in the manner in which it presently is conducted and the consummation
      of the transactions contemplated by this Agreement will not prevent Company
      from
      being able to continue to use such permits and operating rights. Company has
      not
      received notice of any violation of any such applicable Law, and is not in
      default with respect to any order, writ, judgment, award, injunction or decree
      of any Authority.

     

    3.17
          Taxes.
      Company
      has duly filed when due all tax reports and returns in connection with and
      in
      respect of its business, assets and employees, and has timely paid and
      discharged all amounts shown as due thereon. Company has not received any notice
      of any tax deficiency outstanding, proposed or assessed against or allocable
      to
      it, and has not executed any waiver of any statute of limitations on the
      assessment or collection of any tax or executed or filed with any Authority
      any
      agreement now in effect extending the period for assessment or collection of
      any
      taxes against it.

    


    3.18
          Accuracy
      of Information.
      No
      representation or warranty made by Company or Shareholder in this Agreement
      or
      in any agreement or certificate furnished or to be furnished to the Purchaser
      at
      the Closing by or on behalf of Company in connection with any of the
      transactions contemplated by this Agreement contains or will contain any untrue
      statement of material fact or omits or will omit to state any material fact
      necessary in order to make the statements herein or therein not misleading
      in
      light of the circumstances in which they are made, and all of the foregoing
      completely and correctly present the information required or purported to be
      set
      forth herein or therein.

     

    ARTICLE
      4

    SEPARATE
      REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

     

    The
      Shareholder warrants and covenants to Purchaser as follows:

     

    4.1   
Power
      and Authority.
      The
      Shareholder has all requisite power and authority to enter into and to carry
      out
      all of the terms of this Agreement and all other documents executed and
      delivered in connection herewith (collectively, the “ Documents”).
      All
      action on the part of the Shareholder necessary for the authorization,
      execution, delivery and performance of the Documents by the Shareholder has
      been
      taken and no further authorization on the part of the Shareholder is required
      to
      consummate the transactions provided for in the Documents, except as set forth
      in Section 6.4. When executed and delivered by the Shareholder, the Documents
      shall constitute the valid and legally binding obligation of the Shareholder
      enforceable in accordance with their respective terms.


    
      
         

      

      
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    4.2.   
Ownership
      of and Title to Securities.
      The
      Shareholder as of the date hereof is the record owner of all of the Shareholder
      Shares, which constitute one hundred (100%) of Company’s issued and outstanding
      securities. The Shareholder has good and marketable title to the Shareholder
      Shares which she owns, free and clear of all pledges, security interests,
      mortgages, liens, claims, charges, restrictions or encumbrances of any kind,
      except for any restrictions imposed by federal or state securities
      laws.

     

    ARTICLE
      5

    COVENANTS
      OF THE COMPANY and COVENANTS of the PARTIES

     

    5.1
          Conduct
      of Business.
      Except
      as contemplated by this Agreement, during the period from the date of this
      Agreement to the Closing Date, Company shall conduct its business and operations
      according to its ordinary and usual course of business consistent with past
      practices. Without limiting the generality of the foregoing, and, except as
      otherwise expressly provided in this Agreement, prior to the Closing Date,
      without the prior written consent of the Purchaser the Company shall
      not:

     

    (a)
      amend
      its certificate of incorporation, articles of association, bylaws or memorandum
      of association, as the case may be;

     

    (b)
      issue, reissue, sell, deliver, or pledge, or authorize or propose the issuance,
      reissuance, sale, delivery or pledge of shares of capital stock of any class,
      or
      securities convertible into capital stock of any class, or any rights, warrants
      or options to acquire any convertible securities, or capital stock;

     

    (c)
      adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise
      acquire, or propose to redeem or purchase or otherwise acquire, any shares
      of
      its capital stock, or any of its other securities;

     

    (d)
      declare, set aside or pay any dividend or distribution (whether in cash, stock
      or property or any combination thereof) in respect of its capital stock, redeem
      or otherwise acquire any shares of its capital stock or other securities, or
      alter any term of any of its outstanding securities;

     

    (e)
      (i)
      increase in any manner the compensation of any of its directors, officers or
      other employees; (ii) pay or agree to pay any pension, retirement allowance
      or
      other employee benefit not required or permitted by any existing plan, agreement
      or arrangement to any such director, officer or employee, whether past or
      present; or (iii) create or commit itself to any additional pension,
      profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock
      option, stock appreciation right, group insurance, severance pay, retirement
      or
      other employee benefit plan, agreement or arrangement, or to any employment
      agreement or consulting agreement (arising out of prior employment ) with or
      for
      the benefit of any person, or, except to the extent required to comply with
      applicable law, amend any of such plans or any of such agreements in existence
      on the date of this Agreement;

     

    (f)
      incur, assume, suffer or become subject to, whether directly or by way of
      guarantee or otherwise, any Liabilities which, individually or in the aggregate,
      exceed US$1,000;

    


    (g)
      make
      or enter into any commitment for capital expenditures which, individually or
      in
      the aggregate, exceed US$1,000;

     

    (h)
      pay,
      lend or advance any amount to, or sell, transfer or lease any properties or
      assets (real, personal or mixed, tangible or intangible) to, or enter into
      any
      agreement or arrangement with, any of its officers or directors or any affiliate
      or associate of any of its officers or directors;

     

    (i)
      terminate, enter into or amend in any material respect any contract, agreement,
      lease, license or commitment, or take any action or omit to take any action
      which will cause a breach, violation or default (however defined) under any
      contract, except in the ordinary course of business and consistent with past
      practice;

     

    (j)
      acquire any of the business or assets of any other person or
      entity;

     

    (k)
      permit any of its current insurance (or reinsurance) policies to be cancelled
      or
      terminated or any of the coverage thereunder to lapse, unless simultaneously
      with such termination, cancellation or lapse, replacement policies providing
      coverage equal to or greater than coverage remaining under those cancelled,
      terminated or lapsed are in full force and effect;

     

    (l)
      enter
      into other material agreements, commitments or contracts not in the ordinary
      course of business or in excess of current requirements;

     

    (m)
      initiate, settle or compromise any suit, claim or dispute or threatened suit,
      claim or dispute;


    
      
         

      

      
        -
          6 -

        
          

        

      

      
         

      

    


     

    (n)
      make
      any changes in accounting methods or policies or make any change in its
      auditors; or

     

    (o)
      agree
      in writing or otherwise to take any of the foregoing actions or any action
      which
      would make any representation or warranty in this Agreement untrue or incorrect
      in any material respect.

     

    5.2
          Full
      Access.
      Throughout the period prior to the Closing, Company shall afford to the
      Purchaser and his employees, counsel, accountants, investment advisors and
      other
      authorized representatives and agents, reasonable access to the facilities,
      properties, books and records of Company in order that Purchaser may have full
      opportunity to make such investigations as Purchaser shall desire to make of
      the
      affairs of the disclosing party. Company shall furnish Purchaser such additional
      financial and operating data and other information as the Purchaser, from time
      to time, reasonably request, including access to the working papers of its
      independent certified public accountants; provided,
      however ,
      that any
      such investigation shall not affect or otherwise diminish or obviate in any
      respect any of the representations and warranties of the disclosing
      party.

     

    


    5.3
          Confidentiality.
      Each of
      the parties hereto agrees that it shall not use, or permit the use of, any
      of
      the information relating to any other party hereto furnished to it in connection
      with the transactions contemplated herein ( “Information”)
      in a
      manner or for a purpose detrimental to such other party or otherwise than in
      connection with the transaction, and that they shall not disclose, divulge,
      provide or make accessible (collectively, “ Disclose”),
      or
      permit the Disclosure of, any of the Information to any person or entity, other
      than their respective directors, officers, employees, investment advisors,
      accountants, sources of financing, counsel and other authorized representatives
      and agents, except as may be required by judicial or administrative process
      or,
      in the opinion of such party's counsel, by other requirements of Law;
provided , however ,
      that
      prior to any Disclosure of any Information permitted hereunder, the disclosing
      party will first obtain the recipients' agreement to comply with the provisions
      of this Section 5.3 with respect to such information. Notwithstanding the
      foregoing, the confidentiality obligations of this Section 5.3 will not apply
      after the Closing to any Information furnished to the Purchaser regarding
      Company or its business. The term “ Information”
does
      not include any information relating to a party that the party disclosing such
      information can show: (i) to have been in its possession prior to its receipt
      from another party hereto; (ii) to be now or to later become generally available
      to the public through no fault of the disclosing party; (iii) to have been
      available to the public at the time of its receipt by the disclosing party;
      (iv)
      to have been received separately by the disclosing party in an unrestricted
      manner from a person entitled to disclose such information; or (v) to have
      been
      developed independently by the disclosing party without regard to any
      information received in connection with this transaction. Each party hereto
      agrees to promptly return to the party from whom it originally received such
      information all original and duplicate copies of written materials containing
      Information if the Purhcase does not occur. A party hereto shall be deemed
      to
      have satisfied its obligations to hold the Information confidential if it
      exercises the same care as it takes with respect to its own similar information.
      

    


    5.4
          Filings;
      Consents; Removal of Objections.
      Subject
      to the terms and conditions herein provided, the parties hereto shall use their
      reasonable best efforts to take or cause to be taken all actions and do or
      cause
      to be done all things necessary, proper or advisable under applicable Laws
      to
      consummate and make effective, as soon as reasonably practicable, the
      transactions contemplated hereby, including without limitation obtaining all
      Consents of any person or entity, whether private or governmental, required
      in
      connection with the consummation of the transactions contemplated herein. In
      furtherance, and not in limitation of the foregoing, it is the intent of the
      parties to consummate the transactions contemplated herein at the earliest
      practicable time, and they respectively agree to exert commercially reasonable
      efforts to that end, including without limitation: (i) the removal or
      satisfaction, if possible, of any objections to the validity or legality of
      the
      transactions contemplated herein; and (ii) the satisfaction of the conditions
      to
      consummation of the transactions contemplated hereby.

    


    5.5
          Name
      & Address and RA and TA Change and Preferred
      Shares.
      Company
      shall take all actions necessary, including, but not limited to, obtaining
      shareholder consent, on or prior or within five (5) days after Closing
      to:

    


    (a)
      change its name and address to “PTL Energy Inc.,” The Offices at Veranda Park
      Bldg 7000, 7065 Westpointe Blvd., Suite 206, Orlando, FL 32835on or prior to
      the
      Closing Date. 

    


    (b)
      the
      registered agent for Company shall remain. 

    


    (
      c ) the
      Transfer Agent shall be changed to Transfer Online.

    


    (d)
      the
      authorization of Thirty Million (30,000,000) shares of additional Preferred
      Shares. Said Shares shall be in three classes of Ten Million Shares each but
      without the designation of any rights.

     

     

    
      
         

      

      
        -
          7 -

        
          

        

      

      
         

      

    

     

    


    5.6
          Further
      Assurances; Cooperation; Notification.

     

    (a)
      Each
      party hereto shall, before, at and after Closing, execute and deliver such
      instruments and take such other actions as the other party or parties, as the
      case may be, may reasonably require in order to carry out the intent of this
      Agreement. Without limiting the generality of the foregoing, at any time after
      the Closing, at the reasonable request of Company and without further
      consideration, the Company and Shareholder shall execute and deliver such
      instruments of sale, transfer, conveyance, assignment and confirmation and
      take
      such action as Purchaser may reasonably deem necessary or desirable in order
      to
      more effectively consummate the transactions contemplated hereby.

     

    (b)
      At
      all times from the date hereof until the Closing, each party shall promptly
      notify the other in writing of the occurrence of any event which it reasonably
      believes will or may result in a failure by such party to satisfy the conditions
      specified in this Article 5.

     

    5.7
          Public
      Announcements.
      None of
      the parties hereto shall make any public announcement with respect to the
      transactions contemplated herein without the prior written consent of the
      Company, which consent shall not be unreasonably withheld or delayed;
  provided , however ,
      that any
      of the parties hereto may at any time make any announcements that are required
      by applicable Law so long as the party so required to make an announcement
      promptly upon learning of such requirement notifies the other parties of such
      requirement and discusses with the other parties in good faith the exact
      proposed wording of any such announcement. 

    


    5.8
          Satisfaction
      of Conditions Precedent.
      Each
      party shall use commercially reasonable efforts to satisfy or cause to be
      satisfied all the conditions precedent that are applicable to them, and to
      cause
      the transactions contemplated by this Agreement to be consummated, and, without
      limiting the generality of the foregoing, to obtain all material consents and
      authorizations of third parties and to make filings with, and give all notices
      to, third parties that may be necessary or reasonably required on its part
      in
      order to effect the transactions contemplated hereby.

    


    5.9
          Delivery
      of Purchaser Shares.
      Company
      covenants and undertakes, following the Closing pursuant to Article 1 of this
      Agreement, to cause the original certificates evidencing the Purchaser Shares
      to
      be delivered to the Purchaser.

     

    ARTICLE
      6

    CONDITIONS
      TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDER

     

    Notwithstanding
      anything in this Agreement to the contrary, the obligations of the Company
      and
      Shareholder to effect the transactions contemplated herein will be subject
      to
      the satisfaction at or prior to the Closing, or waiver by the Purchaser, of
      each
      of the following conditions:

     

    6.1
          Representations
      and Warranties True.
      The
      representations and warranties of Company and Shareholder contained in this
      Agreement shall be true, complete and accurate in all material respects as
      of
      the date when made and at and as of the Closing, as though such representations
      and warranties were made at and as of such time, except for changes permitted
      or
      contemplated in this Agreement, and except insofar as the representations and
      warranties relate expressly and solely to a particular date or period, in which
      case they shall be true and correct at the Closing with respect to such date
      or
      period.

     

    6.2
          Performance.
      Company
      and Shareholder shall have performed and complied in all material respects
      with
      all agreements, covenants, obligations and conditions required by this Agreement
      to be performed or complied with by, respectively, Company and the Shareholder,
      at or prior to the Closing.

     

    6.3
          Required
      Approvals and Consents.

     

    (a)
      All
      action required by law and otherwise to be taken by the directors and
      stockholders of Company to authorize the execution, delivery and performance
      of
      this Agreement and the consummation of the transactions contemplated hereby
      shall have been duly and validly taken.

     

    (b)
      All
      Consents of or from all Authorities required hereunder to consummate the
      transactions contemplated herein, shall have been delivered, made or obtained,
      and the Company shall have received copies thereof. 

    


    (c)
      all
      Consents under all applicable Laws from all applicable Authorities in form
      and
      substance satisfactory to the Purchaser shall have been obtained and shall
      be in
      full force and effect.

     

    



    
      
         

      

      
        -
          8 -

        
          

        

      

      
         

      

    

    
 

    6.4
          Agreements
      and Documents.
      The
      Purchaser shall have received the following agreements and documents, each
      of
      which shall be in full force and effect:

     

    (a)
      a
      copy of the written consent of the board of directors of Company, executed
      by
      all such directors, approving the transactions contemplated by this Agreement,
      including the issuance of the Purchaser Shares;

     

    (b)
      a
      certified list of the record holders of capital stock of Company as of the
      most
      recent practicable date evidencing all of the shares of Company’s capital stock
      issued and outstanding;

     

    (c)
      a
      certificate of good standing of Company from the State of Delaware and any
      other
      states where Company is qualified to do business, as of the most recent
      practicable date;

     

    (d)
      written resignations of the officers and directors of Company, effective as
      of
      the Closing, and evidence that prior to their resignations, the pre-Closing
      directors of Company appointed to the board of directors of Company the persons
      designated by the Purchaser, to be effective as of the Closing;

     

    (e)
      a
      copy of a written consent of the board of directors of Company regarding the
      change of the list of authorized banking signatories for all bank and depositary
      accounts of Company to persons nominated by the Company; 

    


    (f)
      all
      books and records of Company; 

    


    (
      g ) the
      agreements and documents contemplated in Article 1 hereof;.

    


    (h)
      the
      corporate recordbook and corporate deal of Company; and

    


    (i)
      the
      Edgar codes for SEC filings

     

    6.5
          Adverse
      Changes.
      No
      Material Adverse Effect shall have occurred with respect to Company since May
      21, 2008.

     

    6.6
          No
      Proceeding or Litigation.
      No suit,
      action, investigation, inquiry or other proceeding by any Authority or other
      person or entity shall have been instituted or threatened which delays or
      questions the validity or legality of the transactions contemplated hereby
      or
      which, if successfully asserted, would, in the reasonable judgment of the
      Company, individually or in the aggregate, otherwise have a Material Adverse
      Effect on Company’s business, financial condition, prospects, assets or
      operations or prevent or delay the consummation of the transactions contemplated
      by this Agreement.

     

    6.7
          Legislation.
      No Law
      shall have been enacted which prohibits, restricts or delays the consummation
      of
      the transactions contemplated hereby or any of the conditions to the
      consummation of such transaction.

     

    6.8
          No
      Assets and Liabilities.
      Company
      shall have no material Liabilities, assets or operations.

     

    


    6.9
          Filings;
      Press Releases.
      Company
      shall have made such filings and press releases, in form and substance
      satisfactory to the Company, as may be requested by the Purchaser to comply
      with
      any disclosure requirements under the U.S. securities regulations or other
      applicable Laws. 

    


    6.10
          Appropriate
      Documentation.
      The
      Company shall have received, in a form and substance reasonably satisfactory
      to
      Company, dated the Closing Date, copies of all documents, instruments and
      writings to evidence the fulfillment of the conditions set forth in this Article
      6 as the Purchaser may reasonably request.

     

    6.11
          Charter
      Documents.
      The
      charter documents of Company shall be, or shall be amended to be, in form and
      substance, satisfactory to the Purchaser.

     

    6.12
          SEC
      Filings.
      Company
      shall have prepared a Form 8-K and all other required filings with the SEC
      relating to the Closing and such filings shall be in form and substance
      satisfactory to the Purchaser and ready for filing. Company shall remain an
      Exchange Act reporting company and no action shall have been taken by Company
      or
      any Authority to terminate Company's Exchange Act registration of its common
      stock.

     


    
      
         

      

      
        -
          9 -

        
          

        

      

      
         

      

    

     

     

    6.13
          Resignation .
      Each of
      the officers and directors of Company shall have tendered resignations in form
      and substance satisfactory to the Company, effective at the Closing, and such
      resignations shall not have been revoked or modified in any way.

     

    ARTICLE
      7

    TERMINATION
      AND ABANDONMENT

     

    7.1   
Termination
      by Either the Company or Purchaser.
      This
      Agreement may be terminated by either the Company or Purchaser at any time
      if
      there has been a breach by the other of any representation, warranty, or
      covenant which breach remains uncured for a period of 30 days following written
      notice thereof given in accordance with Section
      8.6  
      hereof.
      This Agreement may be terminated at any time by the mutual consent of the
      Company and Purchaser. This Agreement shall automatically terminate if the
      Purchase has not been consummated by August 1, 2008. If this Agreement so
      terminates, all parties hereto shall be absolved from any claims or liabilities
      arising from and in connection with this Agreement.

     

    7.2   
Procedure
      and Effect of Termination.
      If this
      Agreement is terminated as provided herein:

     

    (a)
      Each
      of the parties shall, upon request, redeliver all documents, work papers and
      other material of the other parties relating to the transactions contemplated
      hereby, whether obtained before or after the execution hereof, to the party
      furnishing the same;

     

    (b)
      No
      party shall have any liability for a breach of any representation, warranty,
      agreement, covenant or the provision of this Agreement, unless such breach
      was
      due to a willful or bad faith action or omission of such party or any
      representative, agent, employee or independent contractor thereof;
      and

     

    (c)
      All
      filings, applications and other submissions made pursuant to the terms of this
      Agreement shall, to the extent practicable, be withdrawn from the agency or
      other person to which made.

     

    ARTICLE
      8

    MISCELLANEOUS
      PROVISIONS

     

    8.1
          Survival
      of Representations, Warranties and Covenants.
      All of
      the representations, warranties and covenants of the Company and the Shareholder
      in this Agreement in Articles 3, 4 and 5 or in any instrument delivered pursuant
      to this Agreement shall survive the Closing hereof. 

     

    8.2
          Expenses.
      Company,
      Shareholder, and the Purchaser shall each bear their own costs and expenses
      relating to the transactions contemplated hereby, including fees and expenses
      of
      legal counsel, accountants, investment bankers, brokers or finders, printers,
      copiers, consultants or other representatives for the services used, hired
      or
      connected with the transactions contemplated hereby.

     

    8.3
          Amendment;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company, the Shareholder
      and the Purchaser; or, in the case of a waiver, by the party against whom
      enforcement of any such waiver is sought.

     

    8.4
          Waiver
      of Compliance; Consents.
      Any
      failure of a party to comply with any obligation, covenant, agreement or
      condition herein may be expressly waived in writing by the Purchaser, but such
      waiver or failure to insist upon strict compliance with such obligation,
      covenant, agreement or condition shall not operate as a waiver of, or estoppel
      with respect to, any subsequent or other failure. No single or partial exercise
      of a right or remedy shall preclude any other or further exercise thereof or
      of
      any other right or remedy hereunder. Whenever this Agreement requires or permits
      the consent by or on behalf of a party, such consent shall be given in writing
      in the same manner as for waivers of compliance.

     

    8.5
          “Piggy-back”
      Registration Rights.
      If at
      any time during the six-month period following the Closing Date there is not
      an
      effective registration statement (other than on Form S-4 or Form S-8, each
      as
      promulgated under the Securities Act) covering any of Company’s shares, the
      Shareholder may determine to prepare and file with the SEC a registration
      statement relating to an offering for her own account under the Securities
      Act
      of any of her equity securities, relating to Shareholder’s securities issued or
      to be issued in connection with this Agreement. Further any acquisition of
      any
      entity or business or equity securities issuable in connection with stock option
      or other employee benefit plans, then Company shall send to Shareholder written
      notice of such determination and, if within fifteen days after receipt of such
      notice, Shareholder shall so request in writing, and Company shall include
      in
      such registration statement all or any part of such the Shareholder Shares
      such
      holder requests to be registered. If, in connection with any underwritten
      offering for the account of Company the managing underwriter(s) thereof shall
      impose a limitation on the number of shares of Common Stock which may be
      included in the registration statement because, in such underwriter(s)'
      judgment, such limitation is necessary to effect an orderly public distribution
      of securities covered thereby, then Company shall be obligated to include in
      such registration statement only such limited portion of Shareholder Shares
      for
      which


    
      
         

      

      
        -
          10 -

        
          

        

      

      
         

      

    


    Shareholder
      has requested inclusion hereunder as such underwriter(s) shall permit. Other
      than this piggy-back registration obligation, nothing in this Agreement shall
      entitle any party hereto to any claim, cause of action, remedy or right of
      any
      kind with respect to the registration rights.

     

    8.6
          Notices.
      All
      notices, requests, demands and other communications required or permitted
      hereunder shall be made in writing and shall be deemed to have been duly given
      and effective: (i) on the date of delivery, if delivered personally; (ii) on
      the
      date of transmission, if sent by facsimile, telecopy, telex or other similar
      telegraphic communications equipment; (iii) one business day after delivery
      to
      an overnight delivery courier service for next-business day delivery; or (iv)
      on
      the fifth business day following the date of mailing, if sent by registered
      mail, return receipt requested, postage prepaid, and in each case addressed
      to
      such party at the following address:

     

    


    If
      to the Purchaser or, following the Closing, to Company,
      at:

     

    To
      Purchaser:

    


    Daniel
      J.
      Delsonno

    36320
      North County Rd. 44A

    Eustis,
      FL 32736

    Phone
      352
      504 0403

    Fax
      352
      504 ______

    Email:
      ddelsonno@tsbinvestments.com

    


    To
      Company:

    


    PTL
      Energy Inc

    Formerly
      Tia III Inc

    The
      Offices at Veranda Park - Bldg 7000

    7065
      Westpointe Blvd - Suite 206

    Orlando,
      FL. 32835

    Phn:
      321
      293 1363

    Fax:
      321
      293 1361

    Email:
      cgiannetto@ptlenergy.com

    


     

    With
      a
      copies (which shall not constitute notice) to:

    


    Giannetto
      Consulting LLC.

    ATTN:
      C.
      Giannetto, ESQ

    8815
      Conroy Windermere Rd. #104

    Orlando,
      FL 32835

    Phn
      321
      293 1363

    Fax
      321
      293 1361

    Email:
      cgiannetto@eosholdings.com

    


    If
      to Company (prior to Closing) or Shareholder:

     

    To
      Company:

    7325
      Oswego Road

    Suite
      D

    Liverpool,
      New York 13090

    Tel:
      (315) 451-7515

    Fax:
      (315) 451-3964

     

    To
      Shareholder:

    Mary
      Passalaqua

    7325
      Oswego Road

    Suite
      D

    Liverpool,
      New York 13090

    Tel:
      (315) 451-7515

    Fax:
      (315) 451-3964

    jopass@yahoo.com


    
      
         

      

      
        -
          11 -

        
          

        

      

      
         

      

    


     

    8.7
          Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns, but neither this Agreement nor any of the rights, interests or
      obligations hereunder shall be assigned (whether voluntarily, involuntarily,
      by
      operation of law or otherwise) by any of the parties hereto without the prior
      written consent of the other parties. The Shareholder prior to the Closing
      shall
      be a third party beneficiary of this Agreement.

     

    8.8
          Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and the parties will attempt to agree upon a valid and
      enforceable provision which shall be a reasonable substitute therefore, and
      upon
      so agreeing, shall incorporate such substitute provision in this Agreement.
      Any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.

     

    8.9
          Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party.
      This Agreement, once executed by a party, may be delivered to the other parties
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement. In the event any signature
      is delivered by facsimile transmission, the party using such means of delivery
      shall cause the manually executed execution page(s) hereof to be physically
      delivered to the other party within five days of the execution hereof, provided
      that the failure to so deliver any manually executed execution page shall not
      affect the validity or enforceability of this Agreement.

     

    8.10
          Headings.
      The
      headings herein are inserted for convenience only and do not constitute a part
      of this Agreement. Unless the context otherwise requires, all references to
      articles and sections refer to articles and sections of this Agreement, and
      all
      references to schedules are to schedules attached hereto, each of which is
      made
      a part hereof for all purposes. The descriptive headings of the several articles
      and sections of this Agreement are inserted for purposes of reference only,
      and
      shall not affect the meaning or construction of any of the provisions
      hereof.

     

    8.11
          Entire
      Agreement.
      This
      Agreement, and any schedules and exhibits hereto and other writings referred
      to
      in this Agreement or any such exhibit or other writing are part of this
      Agreement, together they embody the entire agreement and understanding of the
      parties hereto in respect of the transactions contemplated by this Agreement
      and
      together they are referred to as this “Agreement” or the “Agreement.” There are
      no restrictions, promises, warranties, agreements, covenants or undertakings,
      other than those expressly set forth or referred to in this Agreement. This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to the transaction or transactions contemplated by this
      Agreement.

     

    8.12
          Indemnification
      Obligations in favor of the Purchaser.
      From and
      after the Closing Date, the Shareholder shall reimburse, indemnify and hold
      harmless the Purchaser, (his heirs, executors, administrators, agents,
      successors and assigns is referred to herein as an “Indemnified
      Party”)
      against and in respect of any and all damages, losses, settlement payments,
      in
      respect of deficiencies, liabilities, costs, expenses and claims suffered,
      sustained, incurred or required to be paid by any Indemnified Party, and any
      and
      all actions, suits, claims, or legal, administrative, arbitration, governmental
      or other procedures or investigation against any Indemnified Party, in respect
      of any breach of any representation, warranty, covenant, or other agreement
      made
      by the Company (prior to Closing) or the Shareholder.

     

    8.13
          Remedies
      and Injunctive Relief.
      It is
      expressly agreed among the parties hereto that monetary damages would be
      inadequate to compensate a party hereto for any breach by any other party of
      its
      covenants in Article 6 hereof. Accordingly, the parties agree and acknowledge
      that any such violation or threatened violation shall cause irreparable injury
      to the other and that, in addition to any other remedies which may be available,
      such party shall be entitled to injunctive relief against the threatened breach
      of Article 6 hereof or the continuation of any such breach without the necessity
      of proving actual damages and may seek to specifically enforce the terms
      thereof.

     

    8.14
          Definition
      of Material Adverse Effect.
      “ Material
      Adverse Effect”
with
      respect to a party means a material adverse change in or effect on the business,
      operations, financial condition, properties or liabilities of the party taken
      as
      a whole; provided, however, that a Material Adverse Effect shall not be deemed
      to include (i) changes as a result of the announcement of this transaction,
      (ii)
      events or conditions arising from changes in general business or economic
      conditions or (iii) changes in generally accepted accounting
      principles.

     

    8.15
          Severability.
      The
      provisions of this Agreement will be deemed severable and the invalidity or
      unenforceability of any provision will not affect the validity or enforceability
      of the other provisions hereof; provided that if any provision of this
      Agreement, as applied to any party hereto or to any circumstance, is adjudged
      by
      an Authority, arbitrator, or mediator not to be enforceable in accordance with
      its terms, the parties hereto agree that the Authority, arbitrator, or mediator
      making such determination will have the power to modify the provision in a
      manner consistent with its objectives such that it is enforceable, and/or to
      delete specific words or phrases, and in its reduced form, such provision will
      then be enforceable and will be enforced.

     


    
      
         

      

      
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    8.16
          Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. If an ambiguity or question of intent or interpretation arises,
      this
      Agreement will be construed as if drafted jointly by the parties hereto and
      no
      presumption or burden of proof will arise favoring or disfavoring any party
      hereto because of the authorship of any provision of this Agreement. The words
      “include,” “includes,” and “including” will be deemed to be followed by “without
      limitation.” Pronouns in masculine, feminine, and neuter genders will be
      construed to include any other gender, and words in the singular form will
      be
      construed to include the plural and vice versa, unless the context otherwise
      requires.

     

    8.17
          Governing
      Law.
      The
      corporate laws of the State of Delaware shall govern all issues concerning
      the
      relative rights of the Company and its shareholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Agreement shall be governed by the internal laws of the State of Florida,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of New York or any other jurisdictions) that would cause
      the application of the laws of any jurisdictions other than the State of
      Florida. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in the City and County of Orange, Florida
      for the adjudication of any dispute hereunder or in connection herewith or
      therewith, or with any transaction contemplated hereby or discussed herein,
      and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is brought in an
      inconvenient forum or that the venue of such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    


    IN
      WITNESS WHEREOF
      , the
      parties hereto have caused this Agreement to be duly executed as of the day
      and
      year first above written.

    


    
      	
              The
                Company:

            	
               

            	
              The
                Purchaser:

            
	
              Tia
                III Inc.

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              By
                :

            	
                
                

            	
               

            	
              By:

            	
                   
                

            
	
              Name
                :

            	
              Mary
                Passalaqua

            	
               

            	
               Name

            	
              .Daniel
                J. DelSonno

            
	
              Title: 

            	
              President,
                Secretary and Sole Director

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              The
                Shareholder:

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
                 
                

            	
               

            	
               

            	
               

            
	
              Name
                :

            	
              Mary
                Passalaqua

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 


    

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