I just purchased the tl3 last week and recieved it. I am not sure the difference (that I can tell) both 500 lumen, p7, tl3 uses 3x123 and the tl2 uses 4x123 and 4xrcr123. The tl2 is $100.00 more than the tl3. Just looks to me like it is just a more expensive light. As for the tl3 it is a supurb light. The build quality is great (i like the matte finish on these lights). Great throw for a p7 and decient spill. Overall the tl3 is a great light so why spend more to get the same light just my opinion.
Chef