INTELLECTUAL
      PROPERTY SECURITY AGREEMENT

     

    INTELLECTUAL
      PROPERTY SECURITY AGREEMENT (this
      “Agreement”), dated as of May 29, 2008, by TXP Corporation (the “Company”) in
      favor of YA Global Investments, L.P. (the “Secured Party”).

     

    RECITALS:

     

    A. Reference
      is made to the Security Agreement, dated as of the date hereof, between the
      Company and the Secured Party and the Security Agreement dated as of March
      30,
      2007 between the Company and the Secured Party (as may be amended and
      supplemented from time to time, collectively, the “Security Agreement”).


     

    B. The
      Secured Party has extended financial accommodations to the Company, pursuant
      to
      the Convertible Debentures or otherwise, and the Company will directly benefit
      from the extension of such financial accommodation and the Company acknowledges
      that without this Agreement, the Secured Party would not be willing to enter
      into the transaction documents related to such financial
      accommodations.

     

    D. The
      Company has determined that the execution, delivery and performance of this
      Agreement directly benefits, and is in the best interest of the
      Company.

     

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

     

    SECTION
      1. Definitions.
      

     

    (a) Generally.
      All references herein to the UCC shall mean the Uniform Commercial Code as
      in
      effect from time to time in the State of New Jersey; provided, however, that
      if
      a term is defined in Article 9 of the UCC differently than in another Article
      thereof, the term shall have the meaning set forth in Article 9; provided
      further that, if by reason of mandatory provisions of law, perfection, or the
      effect of perfection or non-perfection, of the security interest in any IP
      Collateral or the availability of any remedy hereunder is governed by the
      Uniform Commercial Code as in effect in a jurisdiction other than New Jersey,
      “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction
      for purposes of the provisions hereof relating to such perfection or effect
      of
      perfection or non-perfection or availability of such remedy, as the case may
      be.


     

    (b) Definition
      of Certain Terms Used Herein. Unless the context otherwise requires, all
      capitalized terms used but not defined in this Agreement, including its preamble
      and recitals, shall have the meanings set forth in the Security Agreement.
      In
      addition, as used herein, the following terms shall have the following
      meanings:

     

    “Copyrights”
      shall mean all copyrights, copyright applications and like protections in each
      work of authorship or derivative work thereof of the Company, whether registered
      or unregistered, whether published or unpublished and whether or not
      constituting a trade secret, including, without limitation, the United States
      copyright registrations listed on EXHIBIT A annexed hereto and made a part
      hereof, together with any goodwill of the business connected with, and
      symbolized by, any of the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Copyright
      Licenses” shall mean all agreements, whether written or oral, providing for the
      grant by or to the Company of any right under any Copyright, including, without
      limitation, the agreements listed on EXHIBIT A annexed
      hereto and made a part hereof.

     

    “Copyright
      Office” shall mean the United States Copyright Office or any other federal
      governmental agency which may hereafter perform its functions.

     

    “IP
      Collateral” shall have the meaning assigned to such term in Section 2 of this
      Agreement.

     

    “Licenses”
      shall mean, collectively, the Copyright Licenses, Patent Licenses, Trademark
      Licenses, and any other license providing for the grant by or to the Company
      of
      any right under any IP Collateral.

     

    “Patents”
      shall mean all patents and applications for patents of the Company, and the
      inventions and improvements therein disclosed, and any and all divisions,
      revisions, reissues and continuations, continuations-in-part, extensions, and
      reexaminations of said patents including, without limitation, the United States
      patent registrations listed on EXHIBIT B annexed hereto and made a part
      hereof.

     

    “Patent
      Licenses” shall mean all agreements, whether written or oral, providing for the
      grant by or to the Company of any right under any Patent, including, without
      limitation, the agreements listed on EXHIBIT B annexed
      hereto and made a part hereof.

     

    “PTO”
      shall mean the United States Patent and Trademark Office or any other federal
      governmental agency which may hereafter perform its functions.

     

    “Trademarks”
      shall mean all trademarks, trade names, corporate names, company names, domain
      names, business names, fictitious business names, trade dress, trade styles,
      service marks, designs, logos and other source or business identifiers of the
      Company, whether registered or unregistered, including, without limitation,
      the
      United States trademark registrations listed on EXHIBIT C annexed hereto and
      made a part hereof, together with any goodwill of the business connected with,
      and symbolized by, any of the foregoing.

     

    “Trademark
      Licenses” shall mean all agreements, whether written or oral, providing for the
      grant by or to the Company of any right under any Trademark, including, without
      limitation, the agreements listed on EXHIBIT C annexed
      hereto and made a part hereof.

     

    SECTION
      2. Grant
      of
      Security Interest. In furtherance and as confirmation of the security interest
      granted by the Company to the Secured Party under the Security Agreement, and
      as
      further security for the payment or performance in full of the Obligations,
      the
      Company hereby grants to the Secured Party a continuing security interest,
      with
      a power of sale (which power of sale shall be exercisable only following the
      occurrence and during the continuance of an Event of Default), in all of the
      present and future right, title and interest of the Company in and to the
      following property, and each item thereof, whether now owned or existing or
      hereafter acquired or arising, together with all products, proceeds,
      substitutions, and accessions of or to any of the following property
      (collectively, the “IP Collateral”):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a) All
      Copyrights and Copyright Licenses;

     

    (b) All
      Patents and Patent Licenses;

     

    (c) All
      Trademarks and Trademark Licenses;

     

    (d) All
      other
      Licenses;

     

    (e) All
      renewals of any of the foregoing;

     

    (f) All
      trade
      secrets, know-how and other proprietary information; works of authorship and
      other copyright works (including copyrights for computer programs), and all
      tangible and intangible property embodying the foregoing; inventions (whether
      or
      not patentable) and all improvements thereto; industrial design applications
      and
      registered industrial designs; books, records, writings, computer tapes or
      disks, flow diagrams, specification sheets, computer software, source codes,
      object codes, executable code, data, databases, and other physical
      manifestations, embodiments or incorporations of any of the foregoing, and
      any
      Licenses in any of the foregoing, and all other IP Collateral and proprietary
      rights;

     

    (g) All
      General Intangibles connected with the use of, or related to, any and all IP
      Collateral (including, without limitation, all goodwill of the Company and
      its
      business, products and services appurtenant to, associated with, or symbolized
      by, any and all IP Collateral and the use thereof);

     

    (h) All
      income, royalties, damages and payments now and hereafter due and/or payable
      under and with respect to any of the foregoing, including, without limitation,
      payments under all Licenses entered into in connection therewith and damages
      and
      payments for past or future infringements, misappropriations or dilutions
      thereof;

     

    (i) The
      right
      to sue for past, present and future infringements, misappropriations, and
      dilutions of any of the foregoing; and

     

    (j) All
      of
      the Company’s rights corresponding to any of the foregoing throughout the
      world.

     

    SECTION
      3. Protection
      of IP Collateral By Company. Except as set forth below in this Section 3,
the
      Company shall undertake the following with respect to each of the items
      respectively described in Sections 2(a), (b), (c), (d), (e), (f) and
      (g):

     

    (a) Pay
      all
      renewal fees and other fees and costs associated with maintaining the IP
      Collateral and with the processing and prosecution of the IP Collateral and
      take
      all other steps reasonably necessary to maintain each registration of the IP
      Collateral. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Take
      all
      actions reasonably necessary to prevent any of the IP Collateral from becoming
      forfeited, abandoned, dedicated to the public, invalidated or impaired in any
      way.

     

    (c) At
      the
      Company’s sole cost, expense, and risk, pursue the processing and prosecution of
      each application for registration which is the subject of the security interest
      created herein and not abandon or delay any such efforts.

     

    (d) At
      the
      Company’s sole cost, expense, and risk, take any and all action which the
      Company reasonably deem necessary or desirable under the circumstances to
      protect the IP Collateral from infringement, misappropriation or dilution,
      including, without limitation, the prosecution and defense of infringement
      actions.

     

    SECTION
      4. Company’s
      Representations and Warranties. In addition to any representations and
      warranties contained in any of the other Transaction Documents, the Company
      represents and warrants that:

     

    (i) EXHIBIT
      A
      is a true, correct and complete list of all United States Copyright
      registrations owned by the Company and all Copyright Licenses to which the
      Company is a party as of the date hereof.

     

    (ii) EXHIBIT
      B
      is a true, correct and complete list of all United States Patents owned by
      the
      Company and all Patent Licenses to which the Company is a party as of the date
      hereof.

     

    (iii) EXHIBIT
      C
      is a true, correct and complete list of all United States Trademark
      registrations owned by the Company and all Trademark Licenses to which the
      Company is a party as of the date hereof.

     

    (iv) Except
      as
      set forth in EXHIBITS A, B and C,
      none
      of the IP Collateral owned by the Company is the subject of any licensing or
      franchise agreement pursuant to which the Company is the licensor or franchisor
      as of the date hereof.

     

    (v) The
      Company shall not transfer or otherwise encumber any interest in the IP
      Collateral, except for non-exclusive licenses granted by the Company in the
      ordinary course of business, as set forth in this Agreement, or Permitted
      Liens.

     

    (vi) The
      Company owns, or is licensed to use, all IP Collateral in connection with the
      conduct of its business. No claim has been asserted and is pending by any person
      challenging or questioning the use by the Company of any of its IP Collateral,
      or the validity or effectiveness of any of its IP Collateral. TheTo
      the
      Company’s knowledge, the
      Company
      considers that the use by the Company of the IP Collateral does not infringe
      the
      rights of any person in any material respect. No holding, decision or judgment
      has been rendered by any governmental authority which would limit, cancel or
      question the validity of, or a Company’s rights in, any IP Collateral in any
      material respect.

     

    (vii) Performance
      of this Agreement does not conflict with or result in a breach of any material
      agreement to which the Company is bound.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (viii) The
      Company shall give the Secured Party prompt written notice, with reasonable
      detail, following the occurrence of any of the following:

     

    (A) The
      Company’s obtaining rights to, or being issued a registration in or receiving an
      issuance of, any new IP Collateral, or otherwise acquiring ownership of any
      registered IP Collateral (other than the acquisition by the Company of the
      right
      to sell products containing the trademarks of others in the ordinary course
      of
      the Company’s business).

     

    (B) The
      Company becoming entitled to the benefit of any registered IP Collateral whether
      as licensee or licensor (other than commercially available off the shelf
      computer programs, products or applications and the Company’s right to sell
      products containing the trademarks of others in the ordinary course of the
      Company’s business).

     

    (C) The
      Company entering into any new Licenses with respect to the IP Collateral (other
      than commercially available off the shelf computer programs, products or
      applications and the Company’s right to sell products containing the trademarks
      of others in the ordinary course of the Company’s business).

     

    (D) The
      Company’s knowing, or having reason to know, that any registration relating to
      any IP Collateral may, other than as provided in SECTION 3 above, become
      forfeited, abandoned or dedicated to the public, or of any adverse determination
      or development (including, without limitation, the institution of, or any such
      determination or development in, any proceeding in the PTO, the Copyright Office
      or any court or tribunal) regarding the Company’s ownership of, or the validity
      or enforceability of, any IP Collateral or the Company’s right to register the
      same or to own and maintain the same.

     

    SECTION
      5. Agreement
      Applies to Future IP Collateral.

     

    (a) The
      provisions of this Agreement shall automatically apply to any such additional
      property or rights described in Section 4(viii) above, all of which shall be
      deemed to be and treated as “IP Collateral” within the meaning of this
      Agreement. Upon the acquisition by the Company of any additional IP Collateral,
      the Company shall promptly deliver to the Secured Party an updated EXHIBIT
      A, B,
      and/or C
      (as
      applicable) to this Agreement and hereby authorizes the Secured Party to file,
      at the Company’s expense, such updated Exhibit as set forth in Section
      5(b).

     

    (b) The
      Company shall execute and deliver, and have recorded, any and all agreements,
      instruments, documents and papers as the Secured Party may reasonably request
      to
      evidence the Secured Party’s security interest in any
      IP
      Collateral (including, without limitation, filings with the PTO, the Copyright
      Office or any similar office), and the Company hereby constitutes the Secured
      Party as its attorney-in-fact to execute and file all such writings for the
      foregoing purposes, all such acts of such attorney being hereby ratified and
      confirmed; provided, however, that the Secured Party’s taking of such action
      shall not be a condition to the creation or perfection of the security interest
      created hereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) The
      Company authorizes and requests that the Copyright Office and the PTO record
      this Agreement, any amendments thereto or copies thereof..

     

    SECTION
      6. Company’s
      Rights To Enforce IP Collateral. Prior to the occurrence of an Event of Default,
      the Company shall have the exclusive right to sue for past, present and future
      infringement of the IP Collateral, including the right to seek injunctions
      and/or money damages in an effort by the Company to protect the IP Collateral
      against encroachment by third parties, provided, however, that:

     

    (a) The
      Company provides the Secured Party with written notice of the Company’s
      institution of any legal proceedings for enforcement of any IP
      Collateral.

     

    (b) Upon
      the
      occurrence and during the continuance of any Event of Default, the Secured
      Party, by notice to the Company, may terminate or limit the Company’s rights
      under this Section 6. 

     

    SECTION
      7. Secured
      Party’s Actions To Protect IP Collateral. In the event of:

     

    (a) The
      Company’s failure, within fifteen (15) days of written notice from the Secured
      Party, to cure any failure by the Company to observe or perform any of the
      Company’s covenants, agreements or other obligations hereunder;
      and/or

     

    (b) the
      occurrence and continuance of any other Event of Default,

     

    the
      Secured Party, acting in its own name or in that of the Company, may (but shall
      not be required to) act in the Company’s place and stead and/or in the Secured
      Party’s own right in connection therewith.

     

    SECTION
      8. Rights
      Upon Default. Upon the occurrence and during the continuance of an Event of
      Default, in addition to all other rights and remedies, the Secured Party may
      exercise all rights and remedies of a secured party under the UCC, with respect
      to the IP Collateral, in addition to which the Secured Party may sell, license,
      assign, transfer, or otherwise dispose of the IP Collateral, subject to those
      restrictions to which the Company is subject under applicable law and by
      contract. Any person may conclusively rely upon an affidavit of an officer
      of
      the Secured Party that an Event of Default has occurred and that the Secured
      Party is authorized to exercise such rights and remedies. In connection with
      such exercise of rights, the Secured Party shall have a non-exclusive, royalty
      free license to use the IP Collateral.

     

    SECTION
      9. Secured
      Party As Attorney-In-Fact.

     

    (a) The
      Company hereby irrevocably make, constitute and appoint the Secured Party (and
      all officers, employees or agents designated by the Secured Party) as and for
      the Company’s true and lawful agent and attorney-in-fact, effective following
      the occurrence and during the continuance of any Event of Default, and in such
      capacity the Secured Party shall have the right, with power of substitution
      for
      the Company and in the Company’s names or otherwise, for the use and benefit of
      the Secured Party:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (A) To
      supplement and amend from time to time EXHIBITS A, B and
      C of
      this Agreement to include any newly developed, applied for, registered, or
      acquired IP Collateral of the Company and any intent-to-use Trademark
      applications for which a statement of use or an amendment to allege use has
      been
      filed and accepted by the PTO.

     

    (B) To
      exercise any of the rights and powers referenced herein.

     

    (C) To
      execute all such instruments, documents, and papers as the Secured Party
      reasonably determines to be necessary or desirable in connection with the
      exercise of such rights and remedies and to cause the sale, license, assignment,
      transfer, or other disposition of the IP Collateral, subject to those
      restrictions to which the Company is subject under applicable law and by
      contract.

     

    (b) The
      power
      of attorney granted herein, being coupled with an interest, shall be irrevocable
      until this Agreement is terminated in writing by a duly authorized officer
      of
      the Secured Party.

     

    (c) The
      Secured Party shall not be obligated to do any of the acts or to exercise any
      of
      the powers authorized by SECTION 9(a).
      

     

    SECTION
      10. Intent.
      This Agreement is being executed and delivered by the Company for the purpose
      of
      registering and confirming the grant of the security interest of the Secured
      Party in the IP Collateral with the PTO and the Copyright Office. It is intended
      that the security interest granted pursuant to this Agreement is granted as
      a
      supplement to, and not in limitation of, the security interest granted to the
      Secured Party under the Security Agreement. All provisions of the Security
      Agreement (including, without limitation, the rights, remedies, powers,
      privileges and discretions of the Secured Party thereunder) shall apply to
      the
      IP Collateral. In the event of a conflict between this Agreement and the
      Security Agreement, the terms of this Agreement shall control with respect
      to
      the IP Collateral and the terms of the Security Agreement shall control with
      respect to all other Collateral.

     

    SECTION
      11. Further
      Assurances. The Company agrees, at its own expense, to execute, acknowledge,
      deliver and cause to be duly filed all such further documents, financing
      statements, agreements and instruments and take all such further actions as
      the
      Secured Party may from time to time reasonably request to better assure,
      preserve, protect and perfect the security interest in the IP Collateral granted
      pursuant to this Agreement and the rights and remedies created hereby or the
      validity or priority of such security interest, including the payment of any
      fees and taxes required in connection with the execution and delivery of this
      Agreement, the granting of the security interest and the filing of any financing
      statements or other documents in connection herewith or therewith.

     

    SECTION
      12. Release
      of IP Collateral. Upon payment and performance in full of all Obligations,
      the
      Secured Party shall, at the Company’s expense, execute and deliver to the
      Company all instruments and other documents as may be necessary or proper to
      release the lien on any security interest in the IP Collateral which has been
      granted hereunder. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      13. Additional
      Grantors.
      Pursuant to Section 6.13 of the Security Agreement, any subsidiary of the
      Company that was not in existence or not a subsidiary on the date of the
      Security Agreement is required to become a party to this Agreement. Such
      subsidiary shall become a party hereunder, and grant securtity interests in
      its
      assets in favor of the Secured Party, with the same force and effect as if
      originally named herein. The rights and obligations of the Company hereunder
      shall remain in full force and effect notwithstanding the addition of any new
      subsidiaries as a party to this Agreement.

     

    SECTION
      14. Notices.
      Unless otherwise provided herein, all demands, notices, consents, service of
      process, requests and other communications hereunder shall be in writing and
      shall be delivered to the addresses provided in the Security
      Agreement.

     

    SECTION
      15. Binding
      Effect. All of the covenants and obligations contained herein shall be binding
      upon and shall inure to the benefit of the respective parties, their successors
      and assigns.

     

    SECTION
      16. Governing
      Law; Venue. The validity, interpretation and performance of this Agreement
      shall
      be determined 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 or Federal
      district courts located in Newark, 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, provided, however, that nothing herein shall prevent
      the Secured Party from enforcing its rights and remedies (including, without
      limitation, by filing a civil action) with respect to the IP Collateral and/or
      the Company in any other jurisdiction which the Secured Party deems necessary
      or
      appropriate in order to realize on the IP Collateral or to otherwise enforce
      the
      Secured Party’s rights against the Company or the IP Collateral. 

     

    SECTION
      17. JURY
      TRIAL. AS A MATERIAL INDUCEMENT FOR THE SECURED PARTY TO MAKE FINANCIAL
      ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY
      LEGAL
      PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER
      DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

     

    SECTION
      18. Severability.
      If any provision of this Agreement is, for any reason, invalid or unenforceable,
      the remaining provisions of this Agreement will nevertheless be valid and
      enforceable and will remain in full force and effect. Any provision of this
      Agreement that is held invalid or unenforceable by a court of competent
      jurisdiction will be deemed modified to the extent necessary to make it valid
      and enforceable and as so modified will remain in full force and
      effect.

     

    SECTION
      19. Amendment
      and Waiver. This Agreement may be amended, or any provision of this Agreement
      may be waived, provided that any such amendment or waiver will be binding on
      a
      party hereto only if such amendment or waiver is set forth in a writing executed
      by the parties hereto. The waiver by any such party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      other breach. The Secured Party’s failure to exercise any right, remedy or
      option under this Agreement or other agreement between the Secured Party and
      the
      Company or delay by the Secured Party in exercising the same will not operate
      as
      a waiver. No waiver by the Secured Party shall affect its right to require
      strict performance of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      20. Entire
      Agreement. This Agreement and the other documents or agreements delivered in
      connection herewith set forth the entire understanding of the parties with
      respect to the subject matter hereof, and shall not be modified or affected
      by
      any offer, proposal, statement or representation, oral or written, made by
      or
      for any party in connection with the negotiation of the terms hereof, and may
      be
      modified only by instruments signed by all of the parties hereto.

     

    SECTION
      21. Counterparts.
      This Agreement may be executed and delivered by exchange of facsimile signatures
      of the Secured Party and the Company, and those signatures need not be affixed
      to the same copy. This Agreement may be executed in any number of
      counterparts.

     

    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    

    


    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Intellectual Property Security Agreement
      as of
      the date first above written.

     

    
      
        	 	
                TXP
                  CORPORATION

              
	 	 
	 	
                By
                  

              	
                /s/
                  Michael C. Shores

              
	 	 	
                 Name:
                  Michael C. Shores

              
	 	 	
                 Title:Chief
                  Executive Officer

              


      

    

     

    STATE
      OF ____________________)

                   )
      SS:

    COUNTY
      OF __________________)

    


    BEFORE
      ME,
      a Notary
      Public in and for said County and State, personally appeared the above-named
      _______________________ who acknowledged that he/she did sign the foregoing
      agreement and that the same is his/her free act and deed.

     

    IN
      TESTIMONY WHEREOF,
      I have
      hereunto set my hand an official seal at __________________,
      ____________________, this ___ day of __________, 2008.

     

    
      	 	 
	 	
              Notary
                Public 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Intellectual Property Security Agreement
      as of
      the date first above written.

     

     

    

      
        	 	
                SECURED
                  PARTY:

              
	 	
                YA
                  GLOBAL INVESTMENTS, L.P.

              
	 	 	 
	 	
                By:

              	
                Yorkville
                  Advisors, LLC

              
	 	
                Its:

              	
                Investment
                  Manager

              
	 	 	 
	 	
                By:

              	
                /s/
                  Gerald Eicke

              
	 	
                Name:

              	
                Gerald
                  Eicke

              
	 	
                Title:

              	
                Managing
                  Partner