EX 10.2


     

     

    EXHIBIT
      10.2

    


    To
      the
      Securities Purchase Agreement dated as of July 21, 2007 (the “ Agreement”)
      by
      and among Tia III, Inc. ,
      Mary
      Passalaqua, and Daniel J. Delsonno, each of whom is a signatory
      thereto.

     

    SEPARATION
      AGREEMENT AND RELEASE

    


    *
      * * *
      *

     

    SEPARATION
      AGREEMENT AND RELEASE
      dated as
      of July 28, 2008 (the “Agreement”) by and between Mrs. Mary Passalaqua, an
      individual currently having an office located at 7325 Oswego Road, Suite D,
      Liverpool, New York, 13090 (hereinafter, the “Executive”), and Tia III, Inc., a
      Delaware corporation, currently having its principal place of business located
      at 7325 Oswego Road, Suite D, Liverpool, New York, 13090 (hereinafter, the
      “Company”) . Each of the Executive and the Company is, unless otherwise
      specifically identified, a “Party” and, collectively, the “Parties”). This
      Agreement is expressly for the benefit of the Parties and certain “Company
      Releasees,” each as respectively defined in Section 5 below.

    


    R   E   C<
font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">   I   T   A   L   S :

    


     WHEREAS,
      the
      Executive has served as the Company’s sole officer, director, principal and
      employee since inception;

    


     WHEREAS,
      on July
      28, 2008, the Executive ceased working for the Company (hereinafter, the
“Cessation Date”); and

    


     WHEREAS,
      the
      Executive desires to separate from the Company, cede control and to settle
      fully
      and finally all differences, disputes and claims she may have against the
      Company and others including, but not limited to, those differences, disputes
      and claims based upon, arising out of, or relating to the Executive’s employment
      relationship with Company and the cessation thereof.

    


     NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and conditions herein contained, it is
      hereby agreed by and between the Parties as follows:

    


     1.
          Mutual
      Agreement to Terminate Relationship; Executive’s
      Resignation.
      Company
      and the Executive mutually desire to terminate Executive’s relationship with the
      Company, effective as of the Cessation Date. Further, and in connection with
      the
      termination of her relationship with the Company, the Executive shall resign
      all
      of her positions with the Company, namely her positions as a director of the
      Company and her official positions as President, Secretary and Treasurer of
      the
      Company, she having no other positions with the Company. Concurrently with
      the
      execution and delivery of this Agreement by the Parties, the Executive shall
      execute and deliver to Company a letter of resignation effective as of the
      Cessation Date (hereinafter, the “Executive’s Resignation Letter”). The
      Executive’s Resignation Letter shall be substantially in the form annexed hereto
      as Exhibit A
      .

    


     2.
          Separation
      Consideration; Method of Delivery.

    


    (a)
          The Company agrees to issue to the Executive, Six Million
      (6,000,000) shares of Company solely as her separation compensation (Separation
      Shares). 

    


    (b)
          The Company shall deliver the Separation Shares to the
      Executive, at 7325 Oswego Road

    Suite
      D
      Liverpool, New York 13090 within five (5) days of the Cessation
      Date.

     

     3.
          No
      Filings .
      The
      Executive represents that up to and including the date of execution of this
      Agreement, she has not filed any action, claim, charge, or complaint against
      Company or any other Company Releasee identified in Section 5 below, with any
      local, state, or federal agency, self-regulatory organization ("SRO"), or court
      and that she will not make such a filing at any time hereafter based upon any
      events or omissions occurring prior to and up to the date of execution of this
      Agreement. In the event that any agency or court assumes jurisdiction of any
      lawsuit, claim, charge or complaint, or purports to bring any legal or
      regulatory proceedings against Company or any other Company Releasee identified
      in Section 5 below on the Executive’s behalf, she promptly will request that the
      agency, SRO, or court withdraw from or dismiss the lawsuit, claim, charge,
      or
      complaint with prejudice. Notwithstanding the foregoing provisions of this
      Section 3 to the contrary, the Executive expressly retains any and all rights
      that she may have: (a) to file and commence an action for indemnification
      arising under the Company’s certificate of incorporation or by-laws
      (collectively, “Indemnification Clam”); provided , however ,
      that
      such right shall not apply to any Indemnification Claim which is the basis
      or a
      part of a claim of the Company against the Executive under the Securities
      Purchase Agreement (as hereinafter defined in Section 5); (b) to file and
      commence an action to enforce issuance and delivery of the Separation
      Shares;

     

     

    
      
         

      

      
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          1 -

        
          

        

      

      
         

      

    


    and
      (c)
      to enforce any of her rights under the Securities Purchase Agreement (as
      hereinafter defined in Section 5) including any claims for indemnification
      thereunder to the extent in good faith she believes she is entitled
      thereto.

     

     4.
          Covenant
      Not to Sue.
      In
      consideration for the promises set forth in this Agreement, the Executive
      covenants that she will not file, participate in, or instigate the filing of
      any
      lawsuits, complaints or charges by herself or by any other person or party
      in
      any state or federal court or any proceedings before any local, state, or
      federal agency, or SRO, except as required by law, claiming that Company or
      any
      other Company Releasee identified in Section 5 below has violated any law or
      obligation, including, but not limited to, any claims that have been made or
      that could have been made, based upon events or omissions occurring prior to
      and
      including the effective date of this Agreement. Notwithstanding the foregoing
      provisions of this Section 4 to the contrary, the Executive expressly retains
      any and all rights that she may have: (a) to file and commence an action for
      an
      Indemnification Claim; provided , however ,
      that
      such right shall not apply to any Indemnification Claim which is the basis
      or a
      part of a claim of the Company against the Executive under the Securities
      Purchase Agreement (as hereinafter defined in Section 5); (b) to sue to enforce
      issuance and delivery of the Separation Shares, and (c) to sue to enforce any
      of
      her rights under the Securities Purchase Agreement (as hereinafter defined
      in
      Section 5) including any claims for indemnification thereunder to the extent
      in
      good faith she believes she is entitled thereto.

    


     5.
          Executive
      Release.

    


    Subject
      to Company’s obligations in this Agreement or anything to the contrary stated
      herein, in consideration for the promises set forth in this Agreement, the
      Executive does hereby - for herself and for her heirs, representatives,
      attorneys, executors, administrators, successors, and assigns - release, acquit,
      and forever discharge Company and all of its affiliates, subsidiaries and
      divisions, and their respective stockholders, officers, directors, partners,
      servants, agents, employees, representatives, attorneys, employee welfare and
      retirement plans and the respective plan administrators and fiduciaries, past,
      present, and future, all persons acting under, by, through, or in concert with
      any of them, and each of them (all of whom are hereinafter referred to as the
      "Company Releasees"), from any and all actions, causes of action, grievances,
      obligations, costs, expenses, damages, losses, claims, liabilities, suits,
      debts, demands, and benefits (including attorneys' fees and costs actually
      incurred), of whatever character, in law or in equity, known or unknown,
      suspected or unsuspected, matured or unmatured, of any kind or nature
      whatsoever, based on any act, omission, event, occurrence, or nonoccurrence
      from
      the beginning of time to and including the effective date of this Agreement,
      including but not limited to any claims or causes of action arising out of
      or in
      any way relating to the Executive’s employment relationship with Company or any
      other Company Releasee. The Executive agrees that this release of claims
      includes, but is not limited to, claims for breach of any implied or express
      contract or covenant; claims for promissory estoppel; claims of entitlement
      to
      any pay (other than the Separation Consideration promised in Section 2); claims
      of wrongful denial of insurance and employee benefits, or any claims for
      wrongful termination, public policy violations, defamation, invasion of privacy,
      fraud, misrepresentation, unfair business practices, emotional distress or
      other
      common law or tort matters; claims of harassment, retaliation or discrimination
      under federal, state, or local law; claims based on any federal, state or other
      governmental statute, regulation or ordinance, including, without limitation,
      Title VII of the Civil Rights Act, as amended, the Age Discrimination in
      Employment Act of 1967, the Older Worker Benefit Protection Act, the National
      Labor Relations Act, the Occupational Safety Health Act, the Americans with
      Disabilities Act, the Family and Medical Leave Act, the Employee Retirement
      Income Security Act of 1974, New York State Wage and Hour Laws, the New York
      Occupational Safety and Health Laws, the New York Equal Pay Law, the New York
      Human Rights Law, the New York Civil Rights Act, the New York City Human Rights
      Act, and the New York City Administrative Code - Title 8. It is expressly
      understood by the Executive that among the various rights and claims being
      waived by the Executive in this Agreement are those arising under the Age
      Discrimination in Employment Act of 1967 (29 U.S.C. sec. 621, et seq.), as
      amended. Executive’s release of Company under this Section 5 shall not apply to
      any claims of Executive under: (a) the Company’s certificate of incorporation or
      by-laws for an Indemnification Claim; provided , however ,
      that
      such right shall not apply to any Indemnification Claim which is the basis
      or a
      part of a claim of the Company against the Executive under the Securities
      Purchase Agreement (as hereinafter defined); (b) the Separation Shares, and
      (c)
      that certain Securities Purchase Agreement by and among the Executive, the
      Company and Daniel J. Delsonno dated as of July 21, 2008 (hereinafter, the
      “Securities Purchase Agreement”) including any claims for indemnification
      thereunder to the extent in good faith she believes she is entitled
      thereto.

     

    6.
          Mutual
      Non-Disparagement.

     

      
      (a)     The Executive agrees that she will not make any
      disparaging or defamatory statements, either orally or in writing (and, for
      the
      purposes of this Agreement, the term “writing” includes, but is not limited to
      electronic communications), to any third party concerning Company (including,
      but not limited to the Company Releasees identified in Section 5 above),
      concerning its or their officers, directors, employees or agents, or concerning
      its or their services, products, offerings, quantitative or other research,
      or
      methods of communicating such services, products or offerings, or its or their
      method of doing business, or employment practices. The Executive agrees that
      she
      will direct her immediate family members and representatives not to make any
      disparaging or defamatory statements, either orally or in writing, to any third
      party concerning Company or any other Company Releasee, concerning its or their
      officers, directors, employees or agents, or concerning its or their services,
      products, quantitative or other research, or methods of doing business. Nothing
      herein shall preclude the Executive from cooperating in a truthful manner with
      any governmental agency or self-regulatory agency (SRO), in an investigation
      or
      review by such agency, or testifying in a court of law or other proceeding
      if
      compelled or requested to testify as a witness in a proceeding in which Company,
      or any other Company Releasee, or Executive is a subject of the investigation,
      review, or proceeding.

     


    
      
         

      

      
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          2 -

        
          

        

      

      
         

      

    

     

     

    (b)
          Company agrees that it will direct Daniel J. Delsonno not to
      make any disparaging or defamatory statements, either orally or in writing,
      to
      any third party concerning the Executive including, but not limited to, any
      statements related to the Executive’s performance during the Executive’s tenure
      at Company. Nothing herein shall preclude Company, its corporate affiliates,
      or
      their respective officers, directors, employees or agents from cooperating
      in a
      truthful manner with any governmental agency or self-regulatory agency (SRO),
      in
      an investigation or review by such agency, or testifying in a court of law
      or
      other proceeding if compelled or requested to testify as a witness in a
      proceeding in which Company, or any Company Releasee, or Executive is a subject
      of the investigation, review, or proceeding.

    


    7.
          Knowing
      and Voluntary Agreement.
      The
      Executive understands and agrees that she:

    


    
      	
               

            	
              (a)

            	
              has
                had a reasonable time within which to consider this Agreement before
                executing it;

            


    

    


    
      	
               

            	
              (b)

            	
              has
                carefully read and fully understands all of the provisions of this
                Agreement;

            


    

    


    
      	
               

            	
              (c)

            	
              is,
                through this Agreement, releasing Company and the other Company Releasees
                from any and all claims she may have against Company and the other
                Company
                Releasees (other than claims arising under the Separation Shares
                and the
                Securities Purchase Agreement), as stated herein but not after this
                Agreement is executed by the Executive, including claims under the
                Age
                Discrimination in Employment Act of
                1967;

            


    

     

    
      	
               

            	
              (d)

            	
              knowingly
                and voluntarily agrees to all of the terms set forth in this Agreement
                in
                exchange for consideration that is more valuable than what Executive
                is
                already entitled to;

            


    

    


    
      	
               

            	
              (e)

            	
              knowingly
                and voluntarily intends to be legally bound by the
                same;

            


    

    


    
      	
               

            	
              (f)

            	
              was
                advised, and hereby is advised in writing, to consider the terms
                of this
                Agreement and consult with an attorney of her respective choice prior
                to
                executing this Agreement;

            


    

    


    
      	
               

            	
              (g)

            	
              has
                had twenty-one (21) days to consider this Agreement before signing
                it (the
                “Consideration Period”), and has seven (7) days after signing this
                Agreement to revoke her signature (the “Revocation Period”). Revocation
                can be made by delivering written notice of revocation to: C. Giannetto,
                Esquire, The Offices at Veranda Park - Bldg 7000, 7065 Westpointe
                Blvd.,
                Suite 206, Orlando, FL 32835. For this revocation to be effective,
                written
                notice must be received by C. Giannetto, Esq. no later than the close
                of
                business on the seventh (7th) calendar day after the Executive signs
                this
                Agreement. If the Executive revokes this Agreement, it shall not
                be
                effective or enforceable and the Executive will not receive the benefits
                provided herein.

            


    

    


    8.
          Executive
      Representations and Warranties.
      The
      Executive represents, warrants and covenants to the Company that:

    


    
      	
               

            	
              (a)

            	
              The
                Executive has the requisite power, authority and legal capacity to
                execute
                and deliver this Agreement, to perform all of her obligations hereunder
                and to undertake all actions required of the Executive hereunder;
                and all
                necessary approvals of third parties with respect to such matters
                have
                been given or obtained.

            


    

     

    
      	
               

            	
              (b)

            	
              This
                Agreement has been duly executed and delivered by the Executive and
                constitutes a valid and legally binding obligation of the Executive,
                enforceable against the Executive, in accordance with its terms,
                subject
                to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
                moratorium and similar laws of general applicability relating to
                or
                affecting creditors' rights generally and to general principles of
                equity.
                The entering into of this Agreement and the transactions contemplated
                hereby will not result in a violation of any of the terms or provisions
                of
                any law applicable to the Executive, or any agreement to which the
                Executive is a party or by which she is
                bound.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Executive is acquiring the Separation Shares as principal for her
                own
                account for investment purposes only and not with a view to or for
                distributing or reselling the Separation Shares or any part thereof
                or
                interest therein.

            


    

     

    
      	
               

            	
              (d)

            	
              The
                Executive either alone or together with her representatives, has
                such
                knowledge, sophistication and experience in business and financial
                matters
                so as to be capable of evaluating and assessing the merits and risks
                of
                the prospective investment in the Separation Shares, and has so evaluated
                the merits and risks of such investment and has determined that the
                Separation Shares is suitable for investment for her .

            


    

     

     

    
      
         

      

      
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          3 -

        
          

        

      

      
         

      

    

     

     

    
      	
               

            	
              (e)

            	
              The
                Executive acknowledges that her acquisition of the Separation Shares
                is a
                highly speculative investment, involving a high degree of risk and
                the
                Executive is able to bear the economic risk of an investment in the
                Separation Shares; and, at the present time, is able to afford a
                complete
                loss of such investment.

            


    

     

    
      	
               

            	
              (f)

            	
              The
                execution, delivery, and performance of this Agreement by Executive
                and
                the consummation by Executive of the transactions contemplated hereby
                will
                not conflict with or result in a default under the terms of any material
                contract, agreement, obligation or commitment applicable to Executive.
                The
                execution, delivery and performance by the Executive of this Agreement
                and
                the completion of the transaction contemplated hereby do not and
                will not
                result in a violation of any law, regulation, order or ruling applicable
                to the Executive, and do not and will not constitute a breach of
                or
                default under any agreement to which the Executive is a party or
                by which
                she is bound.

            


    

     

    
      	
               

            	
              (g)

            	
              The
                Executive understands that no securities commission, stock exchange,
                governmental agency, regulatory body or similar authority has made
                any
                finding or determination or expressed any opinion with respect to
                the
                merits of an investment in the Separation
                Shares.

            


    

     

    
      	
               

            	
              (h)

            	
              The
                Executive confirms that neither the Company nor any of its directors,
                employees, officers, consultants, agents or affiliates, has made
                any
                representations (written or oral) to the Executive regarding the
                future
                value of the Separation Shares. In making its investment decision
                with
                respect to the Separation Shares, the Executive has relied solely
                upon
                publicly available information relating to the Company and not upon
                any
                verbal or written representation made by or on behalf of the
                Company.

            


    

     

    
      	
               

            	
              (i)

            	
              The
                Executive is not and has not become aware of any advertisement in
                printed
                public media or on radio, television or other form of communication
                (including electronic display such as the Internet) with respect
                to the
                offering of the Separation Shares to
                her.

            


    

     

    
      	
               

            	
              (j)

            	
              The
                Executive understands that the sale and delivery of the Separation
                Shares
                is conditional upon such sale being exempt from the registration
                and
                prospectus requirements under applicable securities legislation or
                upon
                the issuance of such orders, consents or approvals as may be required
                to
                permit such sale and delivery without complying with such requirements.
                If
                required under applicable securities legislation or regulatory policy,
                or
                by any securities commission, stock exchange or other regulatory
                authority, the Executive will execute, deliver, file and otherwise
                assist
                the Company in filing such reports, undertakings and other documents
                with
                respect to the issue of the Separation
                Shares.

            


    

     

    
      	
               

            	
              (k)

            	
              Except
                as disclosed in writing to the Company, the Executive does not act
                jointly
                or in concert with any other person or company for the purposes of
                acquiring the Separation Shares.

            


    

     

    
      	
               

            	
              (l)

            	
              The
                investment in the Separation Shares may have tax consequences under
                applicable taxation laws, that it is the sole responsibility of the
                Executive to determine and assess such tax consequences as may apply
                to
                her particular circumstances, and the Executive has not received
                and is
                not relying on the Company for any tax advice
                whatsoever.

            


    

     

    
      	
               

            	
              (m)

            	
              The
                Executive is responsible for obtaining such legal advice as she considers
                appropriate in connection with the execution and delivery of this
                Agreement and her acquisition of the Separation Shares hereby. The
                Executive acknowledges that she has been advised that no accountant
                or
                attorney engaged by the Company is acting as her representative,
                accountant or attorney in connection with this Agreement and/or the
                transactions contemplated hereby.

            


    

     

    
      	
               

            	
              (n)

            	
              All
                information which the Executive has provided or is providing the
                Company,
                or to its agents or representatives concerning the Executive’s suitability
                to acquire the Separation Shares is accurate and correct as of the
                date of
                the signature on the last page of this Agreement. Such information
                includes, but is not limited to the Executive’s personal financial
                affairs, business position and the knowledge and experience of the
                Executive and the Executive’s advisors. The Company shall maintain such
                information regarding the Executive in strict confidence except as
                may be
                required to be disclosed to governmental agencies pursuant to requirements
                of applicable corporate securities and tax laws, rules and regulations
                regarding the issuance and delivery of the Separation Shares to the
                Executive.

            


    

     

    
      	
               

            	
              (o)

            	
              The
                Executive has been provided with copies of all material information
                requested by either the Executive, the Executive’s purchaser
                representative or other representing the Executive, including any
                information requested to verify any information furnished, and there
                has
                been direct communication between the Executive and her representatives
                on
                the one hand and the Executive and the Executive’s representatives and
                advisors on the other in connection with information regarding the
                acquisition of the Separation Shares under this Agreement. There
                has been
                made available the opportunity to ask questions of and receive answers
                from the Company and/or the directors, officers, employees or
                representatives of the Company concerning the issuance and deliver
                of the
                Separation Shares under this Agreement and to obtain any additional
                information (to the extent the Company possesses such information
                or can
                acquire it without unreasonable effort or expense) desired or necessary
                to
                verify the accuracy of the information
                provided.

            


    

     

     

    
      
         

      

      
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          4 -

        
          

        

      

      
         

      

    

     

     

    
      	
               

            	
              (p)

            	
              The
                Executive represents and warrants that the Executive is an “accredited
                investor” as such term is defined in Rule 501(a) of Regulation D, as
                promulgated under the ’33 Act and, particularly, is either: (i) a natural
                person whose individual net worth, or joint net worth with her spouse,
                as
                of the date of this Agreement, exceeds $1,000,000; or (ii) a natural
                person who had an individual income in excess of $200,000 in each
                of the
                two most recent years or joint income with her spouse in excess of
                $300,000 in each of those years and has a reasonable expectation
                of
                reaching the same income level in the current
                year

            


    

     

    
      	
               

            	
              (q)

            	
              The
                Executive acknowledges that the Separation Shares shall bear a legend
                substantially as follows:

            


    

     

    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.

     

    
      	
               

            	
              (r)

            	
              The
                Executive confirms that she has been advised to consult with her
                own legal
                and financial advisors with respect to the suitability of the Separation
                Shares (and the non-transferability restrictions thereon) as an investment
                for the Executive and confirms that no representation has been made
                to her
                by or on behalf of the Company with respect
                thereto.

            


    

    


    9.
          Full
      and Independent Knowledge.
      The
      Parties represent that they have discussed thoroughly all aspects of this
      Agreement with their respective attorneys, fully understand all of the
      provisions of the Agreement, and are voluntarily entering into this
      Agreement.

    


    10.
          No
      Representations.
      The
      Parties acknowledge that, except as expressly set forth herein, no
      representations of any kind or character have been made to induce the execution
      of this Agreement.

     

    11.
          Mutual
      Non-Admission of Liability.
      Each of
      the Parties hereby expressly acknowledges that the execution of this Agreement
      and the mutual consideration provided hereunder are not and shall not be
      construed in any way as an admission of wrongdoing or liability on the part
      of
      any Party arising out of or attributable to the Executive’s relationship with
      and employment at Company or the termination of those
      relationships.

     

    12.
          Waiver.
      The
      failure of any Party to insist upon strict adherence to any term of this
      Agreement on any occasion shall not be considered a waiver thereof or deprive
      that party of the right thereafter to insist upon strict adherence to that
      term
      or any other term of this Agreement.

     

    13.
          Miscellaneous.

    


    
      	
               

            	
              (a)

            	
              The
                language of all parts in this Agreement shall be construed as a whole,
                according to its fair meaning, and not strictly for or against any
                Party,
                each Party having had a hand in its
                drafting;

            


    

     

    
      	
               

            	
              (b)

            	
              Should
                any provision in this Agreement be declared or determined to be illegal
                or
                invalid, the validity of the remaining parts, terms, or provisions
                shall
                not be affected thereby, and the illegal or invalid part, term, or
                provision shall be deemed not to be part of this Agreement, and all
                remaining provisions shall remain valid and
                enforceable.

            


    

    


    
      	
               

            	
              (c)

            	
              Except
                as otherwise expressly provided in the Securities Purchase Agreement
                ,
                this Agreement sets forth the entire agreement between the Parties
                pertaining to the subject matter of this Agreement and fully supersedes
                any prior agreement or understanding pertaining to the subject matter
                hereof;

            


    

    


    
      	
               

            	
              (d)

            	
              The
                headings used herein are for reference only and shall not affect
                the
                construction of this Agreement.

            


    

    


    15.
          Counterparts.
      This
      Agreement may be executed in one or more counterparts, by facsimile or original
      signature, each of which shall be deemed an original, but all of which together
      shall constitute one and the same instrument.

     

     

    
      
         

      

      
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          5 -

        
          

        

      

      
         

      

    

    


    16.
          Notification. 
      Notice to be given under this Agreement shall be deemed given, when received,
      and if sent by reputable courier (DHL, FedEx or UPS), as follows:

    


    If
      to the
      Company, to:

     

    PTL
      ENERGY INC.

    Formerly
      Tia III Inc.

    The
      Offices at VerandaPark Bldg 7000

    7065
      Westpointe Blvd - Suite 206

    Orlando,
      FL 32835

    Fax
      321
      293 1361

    cgiannetto@ptlenergy.com

     

    with
      a
      Copy to:

     

    Giannetto
      Consulting LLC

    C.
      Giannetto, ESQ

    8815
      Conroy Windermere Rd. #104

    Orlando,
      FL 32835

    Fax
      321
      293 1361

    cgiannetto@eosholdings.com

     

    If
      to the
      Executive, to:

     

    Mrs.
      Mary
      Passalaqua

    7325
      Oswego Road , Suite D

    Liverpool,
      New York, 13090

    Fax
      No.:
      (315) 451-3964

     

     IN
      WITNESS WHEREOF,
      the
      parties have executed and entered into this Agreement as of the day and year
      first-above written.

    


    
      	
               

            	
              TIA
                III, INC.

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
              By

            	
                
                

            
	
               

            	
               

            	
              Name:

            	
               Daniel
                J. Delsonno

            
	
               

            	
               

            	
              Title:

            	
               President

            


    

    


    THE
      EXECUTIVE:

    


    
      	
                
                

            	
               

            
	
              Mrs.
                Mary Passalaqua

            	
               

            


    

    


    



    
      
         

      

      
        -
          6 -

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    


    [FORM
      OF
      LETTER OF RESIGNATION]

     

    Mrs.
      Mary
      Passalaqua

    7325
      Oswego Road, Suite D

    Liverpool,
      New York, 13090

     

    July
      25 ,
      2008

    


    BY
      FEDEX

    


    Tia
      III,
      Inc.

    ATTN:
      C.
      GIANNETTO

    
      	
              The
                Offices at Veranda Park - Bldg 7000 

            	
               

            
	
               7065
                Westpointe Blvd. Suite 206

            	
               

            
	
               Orlando,
                FL 32835

            	
               

            


    

    Phone
      321
      293 1363

    


    Ladies
      and Gentlemen::

    


    Effective
      as of July 28 , 2008, I hereby resign my position as a director of Tia III,
      Inc.
      and, additionally, resign all of my officer positions with Tia III, Inc.,
      namely, my positions as President, Secretary and Treasurer.

    


    


    
      	
               

            	
              Sincerely,

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              Mary
                Passalaqua

            


    

     

     

    -
      7
      -