COMMON
      STOCK PURCHASE OPTION

     

    THE
      SECURITIES REPRESENTED BY THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
      SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID
      ACT. 

     

    Option
      To Purchase Common Stock of TXP Corporation

     

    
      	
              Option
                No.: SHORES 1

            	
              Number
                of Shares:

            	
              35,000,000

            
	 	
              Exercise
                Price:

            	
              $0.01

            
	 	
              Expiration
                Date:

            	
              May
                29, 2013

            


    

    


    Date
      of
      Issuance: May 29, 2008

    


    Michael
      C. Shores
      (the
“Grantor”)
      hereby
      grants, for good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, to YA
      Global Investments, L.P.
      (the
“Holder”),
      the
      registered holder hereof or its permitted assigns, the option, subject to the
      terms of this Common Stock Purchase Option (the “Option”),
      to
      purchase from the Grantor upon, at any time or times on or after the date
      hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as
      defined herein) up to 35,000,000
      of the
      Grantor’s shares (the “Option
      Shares”)
      of
      Common Stock (as defined herein) of TXP Corporation, a Nevada corporation (the
      “Company”)
      at the
      Exercise Price per share (as defined herein) or as subsequently adjusted. The
      Grantor acknowledges that the Holder has extended financial accommodations
      to
      the Company and is making additional loans to the Company pursuant to the
      Securities Purchase Agreement entered into between the Company and the Holder
      on
      the date hereof, and the Grantor, as the majority shareholder of the Company
      will directly benefit from the extension of such financial accommodation and
      acknowledges that without the grant of this Option, the Holder would not be
      willing to enter into the Securities Purchase Agreement. The Grantor
      acknowledges that this Option is irrevocable. 

     

    Section
      1. Definitions.
      The
      following words and terms as used in this Option shall have the following
      meanings:

     

    (a) “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      the City of New York are authorized or required by law to remain
      closed.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) “Closing
      Bid Price”
means
      the closing bid price of Common Stock as quoted on the Principal Market (as
      reported by Bloomberg Financial Markets (“Bloomberg”)
      through its “Volume at Price” function).

     

    (c) “Common
      Stock”
means
      (i) the Company’s common stock, par value $.001 per share.

     

    (d) “Escrow
      Agent”
shall
      mean the escrow agent appointed by the Grantor and the Holder pursuant to the
      escrow agreement dated May 29, 2008 to hold the shares of Common Stock
      underlying this Option for delivery to the Holder upon exercise. 

     

    (e) “Exercise
      Price”
shall
      be $0.01 or as subsequently adjusted as provided in hereof.

     

    (f) “Expiration
      Date”
means
      the date written on the first page of this Option.

     

    (g) “Issuance
      Date”
means
      the date hereof. 

     

    (h) “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    (i) “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    (j) “Securities
      Purchase Agreement”
means
      the Securities Purchase Agreement between the Company and the Holder dated
      May
      29, 2008. 

     

    Section
      2. Exercise
      of Option.
      

     

    (a) Vesting
      Schedule. The
      Option to purchase the number of Option Shares set forth herein shall vest
      and
      become exercisable pursuant to the following schedule:

     

    
      	
              Vesting Date

            	 	
              Option Shares Vested

            	 
	 	 	 	 
	
              The
                Issuance Date

            	 	 	
              18,261,000

            	 
	 	 	 	 	 
	
              The
                Second Closing Date (as defined in the Securities Purchase
                Agreement)

            	 	 	
              9,130,000

            	 
	 	 	 	 	 
	
              The
                Third Closing Date (as defined in the Securities Purchase
                Agreement)

            	 	 	
              7,609,000

            	 


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b) Exercise
      Procedures.
      Subject
      to the terms and conditions hereof, this Option may be exercised with respected
      to vested Option Shares by the Holder hereof, at any time on any Business Day
      on
      or after the opening of business on such Business Day, commencing with the
      first
      day after the date hereof, and prior to 11:59 P.M. Eastern Time on the
      Expiration Date (i) by delivery of a written notice, in the form of the exercise
      notice attached as Exhibit
      A
      hereto
      (the “Exercise
      Notice”),
      of
      such holder’s election to exercise this Option, which notice shall specify the
      number of Option Shares to be purchased, and payment to the Grantor of an
      amount equal to the Exercise Price applicable to the Option Shares being
      purchased, multiplied by the number of Option Shares (at the applicable
      Exercise Price) as to which this Option is being exercised (plus any
      applicable issue or transfer taxes) (the “Aggregate
      Exercise Price”)
      in
      cash or wire transfer of immediately available funds (“Cash
      Basis”)
      or
      (ii) if at the time of exercise, the Option Shares are not subject to an
      effective registration statement, by delivering an Exercise Notice and in lieu
      of making payment of the Aggregate Exercise Price in cash or wire transfer,
      elect instead to receive upon such exercise the “Net Number” of shares of Common
      Stock determined according to the following formula (the “Cashless
      Exercise”):
      

     

    Net
      Number = (A
      x
      B) – (A x C)

                                        
      B

     

    For
      purposes of the foregoing formula: 

    


    A
      = the
      total number of Option Shares with respect to which this Option is then being
      exercised. 

    


    B
      = the
      Closing Bid Price of the Common Stock on the date of exercise of the
      Option.

    


    C
      = the
      Exercise Price then in effect for the applicable Option Shares at the time
      of
      such exercise. 

    


    In
      the
      event of any exercise of the rights represented by this Option in compliance
      with this Section 2, the Holder shall deliver the Exercise Notice to the Escrow
      Agent, with a copy to the Grantor, which Exercise Notice shall represent and
      warrant that either the Aggregate Exercise Price has been paid to the Grantor
      or
      that such exercise is a Cashless Exercise and the Holder elects to receive
      the
      Net Number of Option Shares, the Escrow Agent shall deliver to the Holder the
      Option Shares as set forth in the Exercise Notice. Upon delivery of the Exercise
      Notice and either payment of the Aggregate Exercise Price or election of a
      Cashless Exercise, the Holder of this Option shall be deemed for all corporate
      purposes to have become the holder of record of the Option Shares with respect
      to which this Option has been exercised. 

     

    (c) If
      the
      holder and the Grantor are unable to agree upon the determination of the
      Exercise Price or arithmetic calculation of the Option Shares within one (1)
      day
      of such disputed determination or arithmetic calculation being submitted to
      the
      holder, then the Grantor shall immediately submit via facsimile (i) the disputed
      determination of the Exercise Price or the Closing Bid Price to an independent,
      reputable investment banking firm. The Grantor shall cause the investment
      banking firm to perform the determinations or calculations and notify the
      Grantor and the Holder of the results no later than forty-eight (48) hours
      from
      the time it receives the disputed determinations or calculations. Such
      investment banking firm’s determination or calculation, as the case may be,
      shall be deemed conclusive absent manifest error.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (d) No
      fractional Option Shares are to be issued upon any pro rata exercise of this
      Option, but rather the number of Option Shares issued upon such exercise of
      this
      Option shall be rounded down to the nearest whole number.

     

    (e) Beneficial
      Ownership Limitation.
      The
      Holder shall not have the right to exercise any portion of this Option to the
      extent that after giving effect to such exercise, the Holder, together with
      any
      affiliate thereof, would beneficially own (as determined in accordance with
      Section 13(d) of the Exchange Act and the rules promulgated thereunder) in
      excess of 4.99% of the number of shares of Common Stock outstanding. For
      purposes of this Option, in determining the number of outstanding shares of
      Common Stock the Holder may rely on the number of outstanding shares of Common
      Stock as reflected in (1) the Company’s most recent Form 10-Q or Form 10-K, as
      the case may be, (2) a more recent public announcement by the Company or (3)
      any
      other notice by the Company or its transfer agent setting forth the number
      of
      shares of Common Stock outstanding. 

     

    Section
      3. Option
      Holder Not Deemed a Stockholder.
      Except
      as otherwise specifically provided herein, no holder, as such, of this Option
      shall be entitled to vote or receive dividends or be deemed the holder of shares
      of capital stock of the Company for any purpose, nor shall anything contained
      in
      this Option be construed to confer upon the holder hereof, as such, any of
      the
      rights of a stockholder of the Company or any right to vote, give or withhold
      consent to any corporate action (whether any reorganization, issue of stock,
      reclassification of stock, consolidation, merger, conveyance or otherwise),
      receive notice of meetings, receive dividends or subscription rights, or
      otherwise, prior to the exercise by the holder of this Option of Option Shares.
      

     

    Section
      4. Subdivision.
      If, and
      whenever, prior to the expiration of the Option or distribution to the Holder
      of
      all the Option Shares, the Company shall effect a subdivision or consolidation
      of shares of Common Stock or the payment of a stock dividend on Common Stock
      without receipt of consideration by the Company, the number of shares of Common
      Stock with respect to which this Options may thereafter be exercised or
      satisfied, as applicable, (a) in the event of an increase in the number of
      outstanding shares, shall be proportionately increased, and the purchase price
      per share shall be proportionately reduced, and (b) in the event of a reduction
      in the number of outstanding shares, shall be proportionately reduced, and
      the
      purchase price per share shall be proportionately increased.

     

    Section
      5.  Recapitalization.
      If the
      Company recapitalizes or otherwise changes it capital structure, thereafter
      upon
      any exercise of the Option, the Holder shall be entitled to receive under such
      Options, in lieu of the number of shares of Common Stock then covered by such
      Options, the number and class of shares of stock and securities to which the
      Holder would have been entitled pursuant to the terms of the recapitalization
      if, immediately prior to such recapitalization, the Holder had been the holder
      of record of the number of shares of Common Stock then covered by such
      Options.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    Section
      6. Representations
      of Holder.
      The
      holder of this Option, by the acceptance hereof, represents that it is acquiring
      this Option and the Option Shares for its own account for investment only and
      not with a view towards, or for resale in connection with, the public sale
      or
      distribution of this Option or the Option Shares, except pursuant to sales
      registered or exempted under the Securities Act; provided, however, that by
      making the representations herein, the Holder does not agree to hold this Option
      or any of the Option Shares for any minimum or other specific term and reserves
      the right to dispose of this Option and the Option Shares at any time in
      accordance with or pursuant to a registration statement or an exemption under
      the Securities Act. The holder of this Option further represents, by acceptance
      hereof, that, as of this date, such holder is an “accredited investor” as such
      term is defined in Rule 501(a)(1) of Regulation D promulgated by the
      Securities and Exchange Commission under the Securities Act (an “Accredited
      Investor”).
      

     

    Section
      7. Notice.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Option must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile (provided confirmation of receipt
      is received by the sending party transmission is mechanically or electronically
      generated and kept on file by the sending party); or (iii) one Business Day
      after deposit with a nationally recognized overnight delivery service, in each
      case properly addressed to the party to receive the same. The addresses and
      facsimile numbers for such communications shall be:

     

    
      	
              If
                to Holder:

            	
              YA
                Global Investments, L.P.

            
	 	
              101
                Hudson Street – Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Attention: Mark
                A. Angelo

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 
	
              With
                Copy to:

            	
              David
                Gonzalez, Esq.

            
	 	
              101
                Hudson Street – Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 
	
              If
                to the Grantor, to:

            	
              Michael
                Shores

            
	 	
              c/o
                TXP Corporation

            
	 	
              1299
                Commerce Drive

            
	 	
              Richardson,
                Texas 75081

            
	 	
              Attention:
                Michael Shores

            
	 	
              Telephone:
                (214) 575-9300

            
	 	
              Facsimile:
                (214) 575-9314

            
	 	 
	
              With
                a copy to:

            	
              Hodgson
                Russ LLP

            
	 	
              1540
                Broadway, 24th
                Floor

            
	 	
              New
                York, New York 10036

            
	 	
              Attention:
                Eric Pinero, Esq.

            
	 	
              Telephone:
                (212) 751-4300

            
	 	
              Facsimile:
                (212) 751-0928

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Each
      party shall provide five days’ prior written notice to the other party of any
      change in address or facsimile number. Written confirmation of receipt
      (A) given by the recipient of such notice, consent, facsimile, waiver or
      other communication, (or (B) provided by a nationally recognized overnight
      delivery service shall be rebuttable evidence of personal service, receipt
      by
      facsimile or receipt from a nationally recognized overnight delivery service
      in
      accordance with clause (i), (ii) or (iii) above, respectively.

     

    Section
      8. Waiver
      of Jury Trial.
      AS
      A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS OPTION, THE
      PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      RELATED IN ANY WAY TO THIS OPTION AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
      ASSOCIATED WITH THIS TRANSACTION.

     

    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Grantor has caused this Option to be signed as of the date first set forth
      above.

     

    
      	 	
              /s/
                Michael C. Shores

            
	 	
              Michael
                C. Shores

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A TO OPTION

     

    EXERCISE
      NOTICE

     

    TO
      BE EXECUTED
BY
      THE REGISTERED HOLDER TO EXERCISE THIS OPTION

     

    TO
      PURCHASE SHARES OF TXP CORPORATION

     

    The
      undersigned holder hereby exercises the right to purchase ______________ of
      the
      shares of Common Stock (“Option
      Shares”)
      of TXP
      Corporation (the “Company”)
      from
      Michael C. Shores (the “Grantor”),
      evidenced by the attached Option (the “Option”).
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Option.

     

    Specify
      Method of exercise by check mark:

     

    1.
      ___ Cash
      Exercise

     

    (a)
      Payment
      of Exercise Price.
      The
      holder has paid the Aggregate Exercise Price of $______________ to the Grantor
      in accordance with the terms of the Option. 

     

    (b)
      Delivery
      of Option Shares.
      The
      Grantor shall deliver to the holder _________
      Option
      Shares in accordance with the terms of the Option. 

     

    2.
      ___ Cashless
      Exercise

     

    (a)
      Payment
      of Exercise Price.
      In lieu
      of making payment of the Aggregate Exercise Price, the holder elects to receive
      upon such exercise the Net Number of shares of Common Stock determined in
      accordance with the terms of the Option. 

     

    (b)
      Delivery
      of Option Shares.
      The
      Grantor shall deliver to the holder _________
      Option
      Shares in accordance with the terms of the Option. 

     

    Date:
      _______________ __, ______

    


    Name
      of
      Registered Holder

    


    
      	
              By:

            	 

	
              Name:

            	 
	
              Title: