Exhibit 10.1

                          TTI HOLDINGS OF AMERICA, CORP
                         545 Madison Avenue - 6th floor
                            New York, New York 10022
                                 (212) 759 8899

October 31, 2001

Andrew B. Mazzone
513 Dryden Street
Westbury, NY 11590

Dear Andy:

This letter  agreement  confirms the terms and conditions upon which you and TTI
Holdings of America,  Corp. ("TTI") agree with regard to the termination of your
employment  by TTI as a  result  of the  recent  organizational  assessment  and
restructuring.

1. You shall resign as Chief  Executive  Officer and  President of TTI effective
November 1, 2001.  You will remain on the Board of  Directors  as its  Chairman,
standing for re-election at TTI's next annual meeting.

2. TTI agrees to transfer to you 200,000 shares of its Common Stock,  $.0001 par
value per share,  in  consideration  of you  contributing  to TTI your claim for
$41,000,  representing  the cash advances you have made from time to time to TTI
and  still  outstanding.  The  shares  shall  bear  a  "restrictive  legend"  in
accordance  with  Regulation D under the  Securities Act of 1933, as amended and
may  not be  offered,  transferred  or sold  absent  an  effective  registration
statement under such Act or an exemption thereto.

3. You  hereby  release  and  forever  discharge  TTI  from any and all  claims,
demands, damages, debts, liabilities, obligations, liens and causes of action of
every kind and nature whatever,  whether known or unknown, which you now have or
at any time heretofore ever had against TTI,  including but not limited to those
which are in any way related to your  employment  with TTI or the termination of
that employment,  and you agree not to initiate any claim,  demand,  or cause of
action,  legal or otherwise,  against the TTI, or any other  employee,  officer,
director,  agent or  representative  of TTI . You also agree  that this  release
covers,  but is not limited to, claims arising under the Age  Discrimination  in
Employment Act of 1967, as amended by the Older Workers  Benefit  Protection Act
of 1990,  Title VII of the Civil  Rights Act of 1964,  as amended,  the Employee
Retirement  Income Security Act of 1974, as amended,  the Worker  Adjustment and
Retraining  Notification  Act of 1988,  the Americans with  Disabilities  Act of
1990, the Family and Medical Leave Act of 1993 and any other  federal,  state or
local law  dealing  with  discrimination  on any  basis,  including  sex,  race,
national origin, veteran status, marital status, religion,  disability,  or age.
If you violate  this  release by suing TTI, or those  associated  with TTI,  you
agree that you will pay all costs and expenses of defending the suit incurred by
TTI or those associated with TTI, including reasonable attorneys' fees.

4. You are advised to, and have  consulted  with,  an attorney of your choice at
your expense before signing this Agreement and release.

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5. The terms of this  Agreement  are  confidential  and should not be  disclosed
other than to your lawyer or as  required by law.  TTI has the right to disclose
this Agreement in accordance  with its  responsibilities  as a publicly  trading
company.

6. The failure of a party to this  Agreement to insist upon strict  adherence to
any of the terms of this  Agreement  on any  occasion  will not be  considered a
waiver,  or deprive  that party of the right  thereafter  to insist  upon strict
adherence to that term of this Agreement. Any waiver must be in writing.

7. This Agreement,  the rights of the parties in, under and to the Agreement and
any dispute or action relating to this Agreement  (whether in contract,  tort or
otherwise)  will be governed by,  construed and enforced in accordance  with the
laws of New York  applicable to agreements  made and performed  entirely in that
State.  Any legal actions,  suits or  proceedings  arising out of this Agreement
(whether arising in contract, tort or otherwise), will be brought exclusively in
a federal or state court located in the State of New York having jurisdiction of
those courts with respect to any legal  actions,  suits or  proceeding  (whether
arising in contract,  tort or otherwise)  arising out of this Agreement.  In the
event of any legal action, suit or proceeding, the parties wave their right to a
jury trial.

8. This Agreement represents the entire  understanding  between us and supercede
and cancels any and all prior negotiations,  undertakings and agreements between
us, whether written or oral, with respect to the subject matter of the Agreement
and release. This Agreement may be amended,  modified, waived or terminated only
by a written instrument signed by both parties to this Agreement.

9. This  Agreement will inure to be the benefit of and will be binding upon each
of us and our respective successors, permitted transferees and assigns.

10. Each of us will take or perform such actions as reasonable  requested by the
other party,  including the execution of any additional  documents,  in order to
carry  out  the  intent  of,  and  to  facilitate  and  effectuate  the  actions
contemplated by this Agreement.


                                                   Very truly yours,

                                                   TTI Holdings of America Corp.


                                                   By: /s/ Andrew B. Mazzone
                                                       -------------------------

Accepted and Agreed
This 31st day of October, 2001


 /s/ Andrew B. Mazzone
----------------------
Andrew B. Mazzone