GUARANTY

     

    GUARANTY,
      dated
      as of May 29, 2008 made by each of the undersigned (each a "Guarantor",
      and
      collectively, the "Guarantors"),
      in
      favor of YA
      GLOBAL INVESTMENTS, L.P.
      (the
“Buyer”).

     

    WHEREAS,
      TXP
      Corporation, a Nevada corporation (the "Debtor"),
      and
      the Buyer are parties to the Securities Purchase Agreement of even date herewith
      (the “Securities
      Purchase Agreement”);

     

    WHEREAS,
      it is a
      condition precedent to the Buyer purchasing the Debentures (as defined below)
      that the Guarantors execute and deliver to the Buyer a guaranty guaranteeing
      a
      portion of the Obligations (as defined below) of the Debtor; 

     

    WHEREAS,
      each
      Guarantor has determined that the execution, delivery and performance of this
      Guaranty directly benefits, and is in the best interest of, such
      Guarantor;

     

    WHEREAS,
      the
      Company has an outstanding loan (the “A/R
      Loan”)
      from a
      bank in the amount of $500,000 which is secured by, among other things, its
      accounts receivable, and guaranteed by the Guarantor; 

     

    WHEREAS,
      the
      A/R
      Loan is due on June 1, 2008 and the Company intends to repay the loan from
      the
      proceeds of the Debentures and subsequently enter into a similar replacement
      loan. 

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the agreements herein and in order to induce
      the Buyer to perform under the Securities Purchase Agreement, each Guarantor
      hereby agrees with each Buyer as follows:

     

    SECTION
      1. Definitions.
      Reference is hereby made to the Securities Purchase Agreement and the
      "Convertible Debentures" (as defined therein) issued pursuant thereto
      (collectively, the "Debentures")
      for a
      statement of the terms thereof. All terms used in this Guaranty, which are
      defined in the Securities Purchase Agreement or the Debentures and not otherwise
      defined herein, shall have the same meanings herein as set forth therein.


     

    SECTION
      2. Guaranty.
      The
      Guarantors, jointly and severally, hereby unconditionally and irrevocably,
      guaranty the punctual payment, as and when due and payable, by stated maturity
      or otherwise, of all Obligations (as defined in the Security Agreement between
      the Debtor and the Buyer of even date herewith) of the Debtor (such Obligations,
      to the extent not paid by the Debtor, being the "Guaranteed
      Obligations"),
      up to
      a maximum of $500,000, and agrees to pay any and all expenses (including
      reasonable counsel fees and expenses) reasonably incurred by the Buyer in
      enforcing any rights under this Guaranty. Without limiting the generality of
      the
      foregoing, each Guarantor's liability hereunder shall extend to all amounts
      that
      constitute part of the Guaranteed Obligations and would be owed by the Debtor
      to
      the Buyer but for the fact that they are unenforceable or not allowable due
      to
      the existence of an insolvency proceeding involving any Guarantor or the Debtor
      (each, a "Transaction
      Party").

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      3. Guaranty
      Absolute; Continuing Guaranty; Assignments.

     

    (a)
       The
      Guarantors, jointly and severally, guaranty that the Guaranteed Obligations
      will
      be paid strictly in accordance with the terms such obligations regardless of
      any
      law, regulation or order now or hereafter in effect in any jurisdiction
      affecting any of such terms or the rights of the Buyer with respect thereto.
      The
      obligations of each Guarantor under this Guaranty are independent of the
      Guaranteed Obligations, and a separate action or actions may be brought and
      prosecuted against any Guarantor to enforce such obligations, irrespective
      of
      whether any action is brought against any Transaction Party or whether any
      Transaction Party is joined in any such action or actions. The liability of
      any
      Guarantor under this Guaranty shall be irrevocable, absolute and unconditional
      irrespective of, and each Guarantor hereby irrevocably waives, to the extent
      permitted by law, any defenses it may now or hereafter have in any way relating
      to, any or all of the following:

     

    (i) any
      lack
      of validity or enforceability of the Debentures or any agreement or instrument
      relating thereto;

     

    (ii) any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations, or any other amendment or waiver of or
      any
      consent to departure from the Debentures, including, without limitation, any
      increase in the Guaranteed Obligations resulting from the extension of
      additional credit to any Transaction Party or otherwise;

     

    (iii) any
      taking, exchange, release or non-perfection of any Collateral (as defined in
      the
      Security Documents), or any taking, release or amendment or waiver of or consent
      to departure from any other guaranty, for all or any of the Guaranteed
      Obligations;

     

    (iv) any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of any Transaction Party; or

     

    (v) any
      other
      circumstance (including any statute of limitations) or any existence of or
      reliance on any representation by the Buyer that might otherwise constitute
      a
      defense available to, or a discharge of, any Transaction Party or any other
      guarantor or surety.

     

    (b)
       This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by the Buyer or any other Person upon the insolvency,
      bankruptcy or reorganization of any Transaction Party or otherwise, all as
      though such payment had not been made.

     

    (c)
       This
      Guaranty is a continuing guaranty and shall (i) subject to Section 3(d) below,
      remain in full force and effect until the payment in full of the Guaranteed
      Obligations (other than inchoate indemnity obligations) and payment of all
      other
      amounts payable under this Guaranty (other than inchoate indemnity obligations)
      and shall not terminate for any reason prior to the payment in full of the
      Obligations or the Guaranteed Obligations, and (ii) be binding upon each
      Guarantor and its respective successors and assigns. For the sake of clarity,
      the payment or satisfaction in full or conversion in full of the Debentures
      shall be deemed as payment in full of the Guaranteed Obligations and shall
      immediately terminate this Guaranty automatically. This Guaranty shall inure
      to
      the benefit of and be enforceable by the Buyer
      and its
      successors, and permitted pledgees, transferees and assigns. Without limiting
      the generality of the foregoing sentence, the Buyer or any Buyer may pledge,
      assign or otherwise transfer all or any portion of its rights and obligations
      hereunder to any other Person, and such other Person shall thereupon become
      vested with all the benefits in respect thereof granted to such Buyer herein
      or
      otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)
       This
      Guaranty shall automatically terminate upon the satisfaction of the following
      condition: the Company has entered into a replacement loan to the A/R Loan
      on
      similar terms which are acceptable to the Buyer and the Company has received
      proceeds from such loan of at least $500,000. 

     

    SECTION
      4. Waivers.
      To the
      extent permitted by applicable law, each Guarantor hereby waives promptness,
      diligence, notice of acceptance and any other notice with respect to any of
      the
      Guaranteed Obligations and this Guaranty and any requirement that the Buyer
      exhaust any right or take any action against any Transaction Party or any other
      Person or any Collateral. The Guarantor acknowledges that it will receive direct
      and indirect benefits from the financing arrangements contemplated herein and
      that the waiver set forth in this Section 4 is knowingly made in contemplation
      of such benefits. The Guarantors hereby waive any right to revoke this Guaranty,
      and acknowledges that this Guaranty is continuing in nature and applies to
      all
      Guaranteed Obligations, whether existing now or in the future.

     

    SECTION
      5. Subrogation.
      No
      Guarantor may exercise any rights that it may now or hereafter acquire against
      any Transaction Party or any other guarantor that arise from the existence,
      payment, performance or enforcement of any Guarantor's obligations under this
      Guaranty, including, without limitation, any right of subrogation,
      reimbursement, exoneration, contribution or indemnification and any right to
      participate in any claim or remedy of the Buyer against any Transaction Party
      or
      any other guarantor or any Collateral, whether or not such claim, remedy or
      right arises in equity or under contract, statute or common law, including,
      without limitation, the right to take or receive from any Transaction Party
      or
      any other guarantor, directly or indirectly, in cash or other property or by
      set-off or in any other manner, payment or security solely on account of such
      claim, remedy or right, unless and until all of the Guaranteed Obligations
      (other than inchoate indemnity obligations) and all other amounts payable under
      this Guaranty (other than inchoate indemnity obligations) shall have
      indefeasibly been paid in full in cash. If any amount shall be paid to the
      Guarantor in violation of the immediately preceding sentence at any time prior
      to the later of the payment in full in cash of the Guaranteed Obligations and
      all other amounts payable under this Guaranty, such amount shall be held in
      trust for the benefit of the Buyer and shall forthwith be paid to the Buyer
      to
      be credited and applied to the Guaranteed Obligations and all other amounts
      payable under this Guaranty, whether matured or unmatured, in accordance with
      the terms of the Debenture, or to be held as Collateral for any Guaranteed
      Obligations or other amounts payable under this Guaranty thereafter arising.
      If
      (a) any Guarantor shall make payment to the Buyer of all or any part of the
      Guaranteed Obligations, and (b) all of the Guaranteed Obligations (other
      than inchoate indemnity obligations) and all other amounts payable under this
      Guaranty (other than inchoate indemnity obligations) shall indefeasibly be
      paid
      in full in cash, the Buyer will, at such Guarantor's request and expense,
      execute and deliver to such Guarantor appropriate documents, without recourse
      and without representation or warranty, necessary to evidence the transfer
      by
      subrogation to such Guarantor of an interest in the Guaranteed Obligations
      resulting from such payment by such Guarantor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      6. Representations,
      Warranties and Covenants.
      

     

    (a) Each
      Guarantor hereby represents and warrants as of the date first written above
      as
      follows:

     

    (i) RESERVED.

     

    (ii) The
      execution, delivery and performance by the Guarantor of this Guaranty to which
      the Guarantor is a party (A) have been duly authorized by all necessary
      corporate, limited liability company or limited partnership action, if
      applicable, (B) do not and will not contravene its charter or by-laws, its
      limited liability company or operating agreement or its certificate of
      partnership or partnership agreement, as applicable, or any applicable law
      or
      any contractual restriction binding on the Guarantor or its properties (except
      where the contravention of such contractual restriction would not result in
      a
      Material Adverse Effect), (C) do not and will not result in or require the
      creation of any lien (other than pursuant to any Transaction Document) upon
      or
      with respect to any of its properties, and (D) do not and will not result in
      any
      default, noncompliance, suspension, revocation, impairment, forfeiture or
      nonrenewal of any material permit, license, authorization or approval applicable
      to it or its operations or any of its properties.

     

    (iii) No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority is required in connection with the due execution,
      delivery and performance by the Guarantor of this Guaranty or any of the other
      Transaction Documents to which the Guarantor is a party (other than expressly
      provided for in any of the Transaction Documents).

     

    (iv) Each
      of
      this Guaranty and the other Transaction Documents to which the Guarantor is
      or
      will be a party, when delivered, will be, a legal, valid and binding obligation
      of the Guarantor, enforceable against the Guarantor in accordance with its
      terms, except as may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent conveyance, suretyship or other similar
      laws and equitable principles (regardless of whether enforcement is sought
      in
      equity or at law). 

     

    (v) There
      is
      no pending or, to the knowledge of the Guarantor, threatened action, suit or
      proceeding against the Guarantor or to which any of the properties of the
      Guarantor is subject, before any court or other governmental authority or any
      arbitrator that (A) if adversely determined, could reasonably be expected to
      have a Material Adverse Effect or (B) relates to this Guaranty or any of the
      other Transaction Documents to which the Guarantor is a party or any transaction
      contemplated hereby or thereby. 

     

    (vi) The
      Guarantor (A) has read and understands the terms and conditions of the
      Securities Purchase Agreement and the other Transaction Documents, and (B)
      now
      has and will continue to have independent means of obtaining information
      concerning the affairs, financial condition and business of the Debtor and
      the
      other Transaction Parties, and has no need of, or right to obtain from any
      Buyer, any credit or other information concerning the affairs, financial
      condition or business of the Debtor or the other Transaction Parties that may
      come under the control of any Buyer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      7. Right
      of Set-off.
      Upon
      the occurrence and during the continuance of any Event of Default, any
      Buyer may, and is hereby authorized to, at any time and from time to time,
      without notice to the Guarantors (any such notice being expressly waived by
      each
      Guarantor) and to the fullest extent permitted by law, set-off and apply any
      and
      all deposits (general or special, time or demand, provisional or final) at
      any
      time held and other indebtedness at any time owing by any Buyer to or for the
      credit or the account of any Guarantor against any and all obligations of the
      Guarantors now or hereafter existing under this Guaranty or any other
      Transaction Document, irrespective of whether or not any Buyer shall have made
      any demand under this Guaranty or any other Transaction Document and although
      such obligations may be contingent or unmatured. Each Buyer agrees to notify
      the
      relevant Guarantor promptly after any such set-off and application made by
      such
      Buyer, provided that the failure to give such notice shall not affect the
      validity of such set-off and application. The rights of any Buyer under this
      Section 7 are in addition to other rights and remedies (including, without
      limitation, other rights of set-off) which such Buyer may have under this
      Guaranty or any other Transaction Document in law or otherwise.

     

    SECTION
      8. Notices,
      Etc.
      All
      notices and other communications provided for hereunder shall be in writing
      and
      shall be mailed, telecopied or delivered, if to any Guarantor, to it at its
      address set forth on the signature page hereto, or if to the Buyer or any Buyer,
      to it at its respective address set forth in the Securities Purchase Agreement;
      or as to either such Person at such other address as shall be designated by
      such
      Person in a written notice to such other Person complying as to delivery with
      the terms of this Section 8. All such notices and other communications shall
      be
      effective (i) if mailed (by certified mail, postage prepaid and return receipt
      requested), when received or three Business Days after deposited in the mails,
      whichever occurs first; (ii) if telecopied, when transmitted and confirmation
      is
      received, provided same is on a Business Day and, if not, on the next Business
      Day; or (iii) if delivered by hand, upon delivery, provided same is on a
      Business Day and, if not, on the next Business Day.

     

    SECTION
      9. Governing
      Law.
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New Jersey without regard to the principles of conflict of laws.
      The parties further agree that any action between them shall be heard in Hudson
      County, New Jersey, and expressly consent to the jurisdiction and venue of
      the
      Superior Court of New Jersey, sitting in Hudson County and the United States
      District Court for the District of New Jersey sitting in Newark, New Jersey
      for
      the adjudication of any civil action asserted pursuant to this
      Paragraph.

     

    SECTION
      10. Miscellaneous.
      

     

    (a)
       Each
      Guarantor will make each payment hereunder in lawful money of the United States
      of America and in immediately available funds to each Buyer, at such address
      specified by such Buyer from time to time by notice to the
      Guarantors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
       No
      amendment or waiver of any provision of this Guaranty and no consent to any
      departure by any Guarantor therefrom shall in any event be effective unless
      the
      same shall be in writing and signed by each Guarantor and each Buyer, and then
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which given.

     

    (c)
       No
      failure on the part of any Buyer to exercise, and no delay in exercising, any
      right hereunder or under any other Transaction Document shall operate as a
      waiver thereof, nor shall any single or partial exercise of any right hereunder
      or under any Transaction Document preclude any other or further exercise thereof
      or the exercise of any other right. The rights and remedies of the Buyer and
      the
      Buyer provided herein and in the other Transaction Documents are cumulative
      and
      are in addition to, and not exclusive of, any rights or remedies provided by
      law. The rights of the Buyer and the Buyer under any Transaction Document
      against any party thereto are not conditional or contingent on any attempt
      by
      the Buyer or any Buyer to exercise any of their respective rights under any
      other Transaction Document against such party or against any other
      Person.

     

    (d)
       Any
      provision of this Guaranty 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 portions
      hereof or affecting the validity or enforceability of such provision in any
      other jurisdiction.

     

    (e)
       This
      Guaranty shall (i) be binding on each Guarantor and its respective successors
      and assigns, and (ii) inure, together with all rights and remedies of the Buyer
      hereunder, to the benefit of the Buyer, the Buyer and their respective
      successors, transferees and assigns. None of the rights or obligations of any
      Guarantor hereunder may be assigned or otherwise transferred without the prior
      written consent of each Buyer.

     

    (f)
       This
      Guaranty reflects the entire understanding of the transaction contemplated
      hereby and shall not be contradicted or qualified by any other agreement, oral
      or written, entered into before the date hereof.

     

    (g)
       Section
      headings herein are included for convenience of reference only and shall not
      constitute a part of this Agreement for any other purpose.

     

    SECTION
      11. WAIVER
      OF JURY TRIAL, ETC.
      EACH
      GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
      OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY, OR UNDER ANY
      AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED
      OR
      WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, AND
      AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE
      A
      COURT AND NOT BEFORE A JURY. EACH GUARANTOR CERTIFIES THAT NO OFFICER,
      REPRESENTATIVE, AGENT OR ATTORNEY OF THE BUYER HAS REPRESENTED, EXPRESSLY OR
      OTHERWISE, THAT ANY BUYER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING
      OR
      COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH GUARANTOR HEREBY
      ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER
      ENTERING
      INTO THIS AGREEMENT.

     

    [REMAINDER
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    IN
      WITNESS WHEREOF,
      each
      Guarantor has caused this Guaranty to be executed by its respective duly
      authorized officer, as of the date first above written.

     

    
      	
              Guarantor
                

            
	 
	
              By: 

            	
              /s/
                Michael C. Shores

            
	
              Name:
                Michael C. Shores

            
	 
	
              Address:
                

            
	
              c/o
                TXP Corporation

            
	
              1299
                Commerce Drive

            
	
              Richardson,
                Texas 75081

            
	
              Attention:
                Michael C. Shores

            
	
              Telephone:
                (214) 575-9300

            
	
              Facsimile:
                (214) 575-9314