SECURITIES
      PURCHASE AGREEMENT

    


    THIS SECURITIES
      PURCHASE AGREEMENT
      (this
“Agreement”),
      dated
      as of May 29, 2008, by and among TXP
      CORPORATION,
      a Nevada
      corporation (the “Company”),
      and
      the Buyers listed on Schedule I attached hereto (individually, a
“Buyer”
or
      collectively “Buyers”).

     

    WITNESSETH

    


    WHEREAS,
      the
      Company and the Buyer(s) are executing and delivering this Agreement in reliance
      upon an exemption from securities registration pursuant to Section 4(2) and/or
      Rule 506 of Regulation D (“Regulation
      D”)
      as
      promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”);

     

    WHEREAS,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Buyer(s), as provided herein,
      and the Buyer(s) shall purchase (i) up to $5,750,000 of secured convertible
      debentures in the form attached hereto as “Exhibit
      A”
(the
      “Convertible
      Debentures”),
      which
      shall be convertible into shares of the Company’s common stock, par value $0.001
      (the “Common
      Stock”)
      (as
      converted, the “Conversion
      Shares”),
      and
      (ii) warrants substantially in the form attached hereto as “Exhibit
      B”
(the
      “Warrants”),
      to
      acquire up to that number of additional shares of Common Stock set forth
      opposite such Buyer’s name on Schedule I (as exercised, the “Warrant
      Shares”)
      of
      which $3,000,000 shall be funded within five (5) business day following the
      date
      hereof (the “First
      Closing”),
      $1,500,000 shall be funded on or about July 30, 2008 (the “Second
      Closing”),
      and
      $1,250,000 shall be funded on or about October 15, 2008 (the “Third
      Closing”)
      (individually referred to as a “Closing”
      collectively referred to as the “Closings”),
      for a
      total purchase price of up to $5,750,000, (the “Purchase
      Price”)
      in the
      respective amounts set forth opposite each Buyer(s) name on Schedule I (the
      “Subscription
      Amount”);
      

     

    WHEREAS,
      contemporaneously with the execution and delivery of this Agreement, the parties
      hereto are executing and delivering a Registration Rights Agreement (the
“Registration
      Rights Agreement”)
      pursuant to which the Company has agreed to provide certain registration rights
      under the Securities Act and the rules and regulations promulgated there under,
      and applicable state securities laws; 

     

    WHEREAS,
      the
      Convertible Debentures are secured by a security interest in certain assets
      of
      the Company, including certain intellectual property and rights to certain
      intellectual property as evidenced by the security agreements of even date
      herewith (the “Security
      Documents”);
      

     

    WHEREAS,
      contemporaneously with the execution and delivery of this Agreement, the parties
      hereto are executing and delivering Irrevocable Transfer Agent Instructions
      (the
“Irrevocable
      Transfer Agent Instructions”);
      and

     

    WHEREAS,
      the
      Convertible Debentures, the Conversion Shares, the Warrants, and the Warrants
      Shares collectively are referred to herein as the “Securities”).
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and other agreements contained in this
      Agreement the Company and the Buyer(s) hereby agree as follows:

     

    1. PURCHASE
      AND SALE OF CONVERTIBLE DEBENTURES.

     

    (a) Purchase
      of Convertible Debentures.
      Subject
      to the satisfaction (or waiver) of the terms and conditions of this Agreement,
      each Buyer agrees, severally and not jointly, to purchase at each Closing and
      the Company agrees to sell and issue to each Buyer, severally and not jointly,
      at each Closing, Convertible Debentures in amounts corresponding with the
      Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto
      and the Warrants to acquire up that number of Warrant Shares as set forth
      opposite such Buyer’s name in column (5) on Schedule I . 

     

    (b) Closing
      Dates.
      The
      First Closing of the purchase and sale of the Convertible Debentures and
      Warrants shall take place at 10:00 a.m. Eastern Standard Time on the fifth
      (5th)
      business day following the date hereof, subject to notification of satisfaction
      of the conditions to the First Closing set forth herein and in Sections 6 and
      7
      below (or such other date as is mutually agreed to by the Company and the
      Buyer(s)) (the “First
      Closing Date”),
      the
      Second Closing of the purchase and sale of the Convertible Debentures and
      Warrants shall take place at 4:00 p.m. Eastern Standard Time on July 30, 2008,
      subject to notification of satisfaction of the conditions to the Second Closing
      set forth herein and in Sections 6 and 7 below (or such other date as is
      mutually agreed to by the Company and the Buyer(s)) (the “Second
      Closing Date”),
      and
      the Third Closing of the purchase and sale of the Convertible Debentures and
      Warrants shall take place at 4:00 p.m. Eastern Standard Time on October 15,
      2008, subject to notification of satisfaction of the conditions to the Third
      Closing set forth herein and in Sections 6 and 7 below (or such other date
      as is
      mutually agreed to by the Company and the Buyer(s)) (the “Third
      Closing Date”)
      (collectively referred to a the “Closing
      Dates”).
      The
      Closings shall occur on the respective Closing Dates at the offices of Yorkville
      Advisors, LLC, 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302
      (or
      such other place as is mutually agreed to by the Company and the Buyer(s)).
      

     

    (c) Form
      of Payment.
      Subject
      to the satisfaction of the terms and conditions of this Agreement, on each
      Closing Date, (i) the Buyers shall deliver to the Company such aggregate
      proceeds for the Convertible Debentures and Warrants to be issued and sold
      to
      such Buyer at such Closing, minus the fees to be paid directly from the proceeds
      of such Closing as set forth herein, and (ii) the Company shall deliver to
      each Buyer, Convertible Debentures and Warrants which such Buyer is purchasing
      at such Closing in amounts indicated opposite such Buyer’s name on Schedule I,
      duly executed on behalf of the Company.


    
      
        
        

      

      
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    2. BUYER’S
      REPRESENTATIONS AND WARRANTIES.

     

    Each
      Buyer represents and warrants, severally and not jointly, that:

     

    (a) Investment
      Purpose.
      Each
      Buyer is acquiring the Securities for its own account for investment only and
      not with a view towards, or for resale in connection with, the public sale
      or
      distribution thereof, except pursuant to sales registered or exempted under
      the
      Securities Act; provided, however, that by making the representations herein,
      such Buyer reserves the right to dispose of the Securities at any time in
      accordance with or pursuant to an effective registration statement covering
      such
      Securities or an available exemption under the Securities Act. Such Buyer does
      not presently have any agreement or understanding, directly or indirectly,
      with
      any Person to distribute any of the Securities. 

     

    (b) Accredited
      Investor Status.
      Each
      Buyer is an “Accredited
      Investor”
as
      that
      term is defined in Rule 501(a)(3) of Regulation D.

     

    (c) Reliance
      on Exemptions.
      Each
      Buyer understands that the Securities are being offered and sold to it in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in
      part
      upon the truth and accuracy of, and such Buyer’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      such Buyer set forth herein in order to determine the availability of such
      exemptions and the eligibility of such Buyer to acquire the
      Securities.

     

    (d) Information.
      Each
      Buyer and its advisors (and his or, its counsel), if any, have been furnished
      with all materials relating to the business, finances and operations of the
      Company and information he deemed material to making an informed investment
      decision regarding his purchase of the Securities, which have been requested
      by
      such Buyer. Each Buyer and its advisors, if any, have been afforded the
      opportunity to ask questions of the Company and its management. Neither such
      inquiries nor any other due diligence investigations conducted by such Buyer
      or
      its advisors, if any, or its representatives shall modify, amend or affect
      such
      Buyer’s right to rely on the Company’s representations and warranties contained
      in Section 3 below. Each Buyer understands that its investment in the Securities
      involves a high degree of risk. Each Buyer is in a position regarding the
      Company, which, based upon employment, family relationship or economic
      bargaining power, enabled and enables such Buyer to obtain information from
      the
      Company in order to evaluate the merits and risks of this investment. Each
      Buyer
      has sought such accounting, legal and tax advice, as it has considered necessary
      to make an informed investment decision with respect to its acquisition of
      the
      Securities.

     

    (e) No
      Governmental Review.
      Each
      Buyer understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities, or the fairness or suitability of the investment
      in the Securities, nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.


    
      
        
        

      

      
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    (f) Transfer
      or Resale.
      Each
      Buyer understands that except as provided in the Registration Rights Agreement:
      (i) the Securities have not been and are not being registered under the
      Securities Act or any state securities laws, and may not be offered for sale,
      sold, assigned or transferred unless (A) subsequently registered thereunder,
      or
      (B) such Buyer shall have delivered to the Company an opinion of counsel, in
      a
      generally acceptable form, with reasonable assurances (in the form of seller
      and
      broker representation letters), to the effect that such Securities to be sold,
      assigned or transferred may be sold, assigned or transferred pursuant to an
      exemption from such registration requirements, including, pursuant to Rule
      144
      or Rule 144A promulgated under the Securities Act, as amended (or a successor
      rule thereto) (collectively, “Rule
      144”),
      in
      each case following the applicable holding period set forth therein; (ii) any
      sale of the Securities made in reliance on Rule 144 may be made only in
      accordance with the terms of Rule 144 and further, if Rule 144 is not
      applicable, any resale of the Securities under circumstances in which the
      seller (or the person through whom the sale is made) may be deemed to be an
      underwriter (as that term is defined in the Securities Act) may require
      compliance with some other exemption under the Securities Act or the rules
      and
      regulations of the SEC thereunder; and (iii) neither the Company nor any other
      person is under any obligation to register the Securities under the Securities
      Act or any state securities laws or to comply with the terms and conditions
      of
      any exemption thereunder. 


    (g) Legends.
      Each
      Buyer agrees to the imprinting, so long as is required by this Section 2(g),
      of
      a restrictive legend in substantially the following form:

     

    
      	 	
              THE
                SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                UNDER
                THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
                LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES
                AND
                NOT WITH A VIEW TOWARD RESALE 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
                GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
                SAID
                ACT OR APPLICABLE STATE SECURITIES LAWS. 

            	 


    

     

    Certificates
      evidencing the Conversion Shares or Warrant Shares shall not contain any legend
      (including the legend set forth above), (i) while a registration statement
      (including the Registration Statement) covering the resale of such security
      is
      effective under the Securities Act, (ii) following any sale of such Conversion
      Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Conversion
      Shares or Warrant Shares are permanently eligible for sale under Rule 144,
      or
      (iv) if such legend is not required under applicable requirements of the
      Securities Act (including judicial interpretations and pronouncements issued
      by
      the staff of the SEC). The Company shall cause its counsel to issue a legal
      opinion to the Company’s transfer agent promptly after the effective date (the
“Effective
      Date”)
      of a
      Registration Statement if required by the Company’s transfer agent to effect the
      removal of the legend hereunder. If all or any portion of the Convertible
      Debentures or Warrants are exercised by a Buyer that is not an Affiliate of
      the
      Company (a “Non-Affiliated
      Buyer”)
      at a
      time when there is an effective registration statement to cover the resale
      of
      the Conversion Shares or the Warrant Shares, such Conversion Shares or Warrant
      Shares shall be issued free of all legends. The Company agrees that following
      the Effective Date or at such time as such legend is no longer required under
      this Section 2(g), it will, no later than five (5) Trading Days following the
      delivery by a Non-Affiliated Buyer to the Company or the Company’s transfer
      agent of a certificate representing Conversion Shares or Warrant Shares, as
      the
      case may be, issued with a restrictive legend (such fifth Trading Day, the
      “Legend
      Removal Date”),
      deliver or cause to be delivered to such Non-Affiliated Buyer a certificate
      representing such shares that is free from all restrictive and other legends.
      The Company may not make any notation on its records or give instructions to
      any
      transfer agent of the Company that enlarge the restrictions on transfer set
      forth in this Section. Each Buyer acknowledges that the Company’s agreement
      hereunder to remove all legends from Conversion Shares or Warrant Shares is
      not
      an affirmative statement or representation that such Conversion Shares or
      Warrant Shares are freely tradable. Each Buyer, severally and not jointly with
      the other Buyers, agrees that the removal of the restrictive legend from
      certificates representing Securities as set forth in this Section 2(g) is
      predicated upon the Company’s reliance that the Buyer will sell any Securities
      pursuant to either the registration requirements of the Securities Act,
      including any applicable prospectus delivery requirements, or an exemption
      therefrom, and that if Securities are sold pursuant to a Registration Statement,
      they will be sold in compliance with the plan of distribution set forth
      therein.


    
      
        
        

      

      
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    (h) Authorization,
      Enforcement.
      This
      Agreement has been duly and validly authorized, executed and delivered on behalf
      of such Buyer and is a valid and binding agreement of such Buyer enforceable
      in
      accordance with its terms, except as such enforceability may be limited by
      general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation and other similar laws relating to,
      or
      affecting generally, the enforcement of applicable creditors’ rights and
      remedies.

     

    (i) Receipt
      of Documents.
      Each
      Buyer and his or its counsel has received and read in their entirety: (i) this
      Agreement and each representation, warranty and covenant set forth herein and
      the Transaction Documents (as defined herein); (ii) all due diligence and other
      information necessary to verify the accuracy and completeness of such
      representations, warranties and covenants; (iii) the Company’s Form 10-KSB/A for
      the fiscal year ended December 31, 2007; (iv) the Company’s Form 10-Q for the
      fiscal quarter ended March 31, 2008, and (v) answers to all questions each
      Buyer
      submitted to the Company regarding an investment in the Company; and each Buyer
      has relied on the information contained therein and has not been furnished
      any
      other documents, literature, memorandum or prospectus.

     

    (j) Due
      Formation of Corporate and Other Buyers.
      If the
      Buyer(s) is a corporation, trust, partnership or other entity that is not an
      individual person, it has been formed and validly exists and has not been
      organized for the specific purpose of purchasing the Securities and is not
      prohibited from doing so.

     

    (k) No
      Legal Advice From the Company.
      Each
      Buyer acknowledges, that it had the opportunity to review this Agreement and
      the
      transactions contemplated by this Agreement with his or its own legal counsel
      and investment and tax advisors. Each Buyer is relying solely on such counsel
      and advisors and not on any statements or representations of the Company or
      any
      of its representatives or agents for legal, tax or investment advice with
      respect to this investment, the transactions contemplated by this Agreement
      or
      the securities laws of any jurisdiction. 

     

    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

     

    Except
      as
      set forth in the SEC Documents (as defined herein) or under the corresponding
      section of the Disclosure Schedules which Disclosure Schedules shall be deemed
      a
      part hereof and to qualify any representation or warranty otherwise made herein
      to the extent of such disclosure, the Company hereby makes the representations
      and warranties set forth below to each Buyer: 


    
      
        
        

      

      
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    (a) Subsidiaries.
      All of
      the direct and indirect subsidiaries of the Company are set forth on
Schedule
      3(a).
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each subsidiary free and clear of any liens, and all the issued
      and
      outstanding shares of capital stock of each subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities.

     

    (b) Organization
      and Qualification.
      The
      Company and its subsidiaries are corporations duly organized and validly
      existing in good standing under the laws of the jurisdiction in which they
      are
      incorporated, and have the requisite corporate power to own their properties
      and
      to carry on their business as now being conducted. Each of the Company and
      its
      subsidiaries is duly qualified as a foreign corporation to do business and
      is in
      good standing in every jurisdiction in which the nature of the business
      conducted by it makes such qualification necessary, except to the extent that
      the failure to be so qualified or be in good standing would not have or
      reasonably be expected to result in (i) a material adverse effect on the
      legality, validity or enforceability of any Transaction Document, (ii) a
      material adverse effect on the results of operations, assets, business or
      condition (financial or otherwise) of the Company and the subsidiaries, taken
      as
      a whole, or (iii) a material adverse effect on the Company’s ability to perform
      in any material respect on a timely basis its obligations under any Transaction
      Document (any of (i), (ii) or (iii), a “Material
      Adverse Effect”)
      and no
      proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization,
      Enforcement, Compliance with Other Instruments.
      (i) The Company has the requisite corporate power and authority to enter
      into and perform its obligations under this Agreement, the Convertible
      Debentures, the Warrants, the Security Documents, the Registration Rights
      Agreement, the Irrevocable Transfer Agent Instructions, and each of the other
      agreements entered into by the parties hereto in connection with the
      transactions contemplated by this Agreement (collectively the “Transaction
      Documents”)
      and to
      issue the Securities in accordance with the terms hereof and thereof, (ii)
      the
      execution and delivery of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated hereby and thereby,
      including, without limitation, the issuance of the Securities, the reservation
      for issuance and the issuance of the Conversion Shares, and the reservation
      for
      issuance and the issuance of the Warrant Shares, have been duly authorized
      by
      the Company’s Board of Directors and no further consent or authorization is
      required by the Company, its Board of Directors or its stockholders, (iii)
      the
      Transaction Documents have been duly executed and delivered by the Company,
      (iv)
      the Transaction Documents constitute the valid and binding obligations of the
      Company enforceable against the Company in accordance with their terms, except
      as such enforceability may be limited by general principles of equity or
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies. The authorized officer of the Company executing the
      Transaction Documents knows of no reason why the Company cannot file the
      Registration Statement as required under the Registration Rights Agreement
      or
      perform any of the Company’s other obligations under the Transaction Documents.



    
      
        
        

      

      
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    (d) Capitalization.
      The
      authorized capital stock of the Company consists of 300,000,000 shares of Common
      Stock of which 116,704,428 shares
      of
      Common Stock. All of the outstanding shares of capital stock of the Company
      are
      validly issued, fully paid and nonassessable, have been issued in compliance
      with all federal and state securities laws, and none of such outstanding shares
      was issued in violation of any preemptive rights or similar rights to subscribe
      for or purchase securities. Except as disclosed in Schedule 3(d) or in the
      SEC
      Documents (as defined herein): (i) none of the Company's capital stock is
      subject to preemptive rights or any other similar rights or any liens or
      encumbrances suffered or permitted by the Company; (ii) there are no outstanding
      options, warrants, scrip, rights to subscribe to, calls or commitments of any
      character whatsoever relating to, or securities or rights convertible into,
      or
      exercisable or exchangeable for, any capital stock of the Company or any of
      its
      subsidiaries, or contracts, commitments, understandings or arrangements by
      which
      the Company or any of its subsidiaries is or may become bound to issue
      additional capital stock of the Company or any of its subsidiaries or options,
      warrants, scrip, rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or securities or rights convertible into, or exercisable
      or exchangeable for, any capital stock of the Company or any of its
      subsidiaries; (iii) there are no outstanding debt securities, notes, credit
      agreements, credit facilities or other agreements, documents or instruments
      evidencing indebtedness of the Company or any of its subsidiaries or by which
      the Company or any of its subsidiaries is or may become bound; (iv) there are
      no
      financing statements securing obligations in any material amounts, either singly
      or in the aggregate, filed in connection with the Company or any of its
      subsidiaries; (v) there are no outstanding securities or instruments of the
      Company or any of its subsidiaries which contain any redemption or similar
      provisions, and there are no contracts, commitments, understandings or
      arrangements by which the Company or any of its subsidiaries is or may become
      bound to redeem a security of the Company or any of its subsidiaries; (vi)
      there
      are no securities or instruments containing anti-dilution or similar provisions
      that will be triggered by the issuance of the Securities; (vii) the Company
      does
      not have any stock appreciation rights or "phantom stock" plans or agreements
      or
      any similar plan or agreement; and (viii) the Company and its subsidiaries
      have
      no liabilities or obligations required to be disclosed in the SEC Documents
      but
      not so disclosed in the SEC Documents, other than those incurred in the ordinary
      course of the Company's or its subsidiaries' respective businesses and which,
      individually or in the aggregate, do not or would not have a Material Adverse
      Effect. The Company has furnished to the Buyers true, correct and complete
      copies of the Company's Articles of Incorporation, as amended and as in effect
      on the date hereof (the “Articles
      of Incorporation”),
      and
      the Company's Bylaws, as amended and as in effect on the date hereof (the
“Bylaws”),
      and
      the terms of all securities convertible into, or exercisable or exchangeable
      for, shares of Common Stock and the material rights of the holders thereof
      in
      respect thereto. No further approval or authorization of any stockholder, the
      Board of Directors of the Company or others is required for the issuance and
      sale of the Securities. There are no stockholders agreements, voting agreements
      or other similar agreements with respect to the Company’s capital stock to which
      the Company is a party or, to the knowledge of the Company, between or among
      any
      of the Company’s stockholders. 


    
      
        
        

      

      
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    (e) Issuance
      of Securities.
      The
      issuance of the Convertible Debentures and the Warrants is duly authorized
      and
      free from all taxes, liens and charges with respect to the issue thereof. Upon
      conversion in accordance with the terms of the Convertible Debentures or
      exercise in accordance with the Warrants, as the case may be, the Conversion
      Shares and Warrant Shares, respectively, when issued will be validly issued,
      fully paid and nonassessable, free from all taxes, liens and charges with
      respect to the issue thereof. The Company has reserved from its duly authorized
      capital stock the appropriate number of shares of Common Stock as set forth
      in
      this Agreement. 

     

    (f) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      and
      thereby (including, without limitation, the issuance of the Convertible
      Debentures and the Warrants, and reservation for issuance and issuance of the
      Conversion Shares and the Warrant Shares) will not (i) result in a violation
      of
      any certificate of incorporation, certificate of formation, any certificate
      of
      designations or other constituent documents of the Company or any of its
      subsidiaries, any capital stock of the Company or any of its subsidiaries or
      bylaws of the Company or any of its subsidiaries or (ii) conflict with, or
      constitute a default (or an event which with notice or lapse of time or both
      would become a default) in any respect under, or give to others any rights
      of
      termination, amendment, acceleration or cancellation of, any agreement,
      indenture or instrument to which the Company or any of its subsidiaries is
      a
      party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree (including foreign, federal and state securities laws and
      regulations and the rules and regulations of the National Association of
      Securities Dealers Inc.’s OTC Bulletin Board) applicable to the Company or any
      of its subsidiaries or by which any property or asset of the Company or any
      of
      its subsidiaries is bound or affected, or (iv) cause any re-pricing or
      adjustment to any outstanding securities of the Company including, without
      limitation, warrants issued to James Von Ehr, II or the securities issued in
      the
      Company’s September 6, 2007 private placement; except in the case of each of
      clauses (ii), (iii) and (iv), such as could
      not, individually or in the aggregate, have or reasonably be expected to result
      in a Material Adverse Effect.
      The
      business of the Company and its subsidiaries is not being conducted, and shall
      not be conducted in violation of any material law, ordinance, or regulation
      of
      any governmental entity. Except as specifically contemplated by this Agreement
      and as required under the Securities Act and any applicable state securities
      laws, the Company is not required to obtain any consent, authorization or order
      of, or make any filing or registration with, any court or governmental agency
      in
      order for it to execute, deliver or perform any of its obligations under or
      contemplated by this Agreement or the Registration Rights Agreement in
      accordance with the terms hereof or thereof. All consents, authorizations,
      orders, filings and registrations which the Company is required to obtain
      pursuant to the preceding sentence have been obtained or effected on or prior
      to
      the date hereof. The Company and its subsidiaries are unaware of any facts
      or
      circumstance, which might give rise to any of the foregoing.


    
      
        
        

      

      
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    (g) SEC
      Documents; Financial Statements.
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC under the Securities Exchange Act of
      1934, as amended (the “Exchange
      Act”),
      for
      the two years preceding the date hereof (or such shorter period as the Company
      was required by law or regulation to file such material) (all of the foregoing
      filed prior to the date hereof or amended after the date hereof and all exhibits
      included therein and financial statements and schedules thereto and documents
      incorporated by reference therein, being hereinafter referred to as the
“SEC
      Documents”)
      on
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Document prior to the expiration of any such extension.
      The
      Company has delivered to the Buyers or their representatives, or made available
      through the SEC’s website at http://www.sec.gov,
      true
      and complete copies of the SEC Documents. As of their respective dates, the
      SEC
      Documents complied in all material respects with the requirements of the
      Exchange Act and the rules and regulations of the SEC promulgated thereunder
      applicable to the SEC Documents, and none of the SEC Documents, at the time
      they
      were filed with the SEC, contained any untrue statement of a material fact
      or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in the light of the circumstances under
      which they were made, not misleading. As of their respective dates, the
      financial statements of the Company included in the SEC Documents complied
      as to
      form in all material respects with applicable accounting requirements and the
      published rules and regulations of the SEC with respect thereto. Such financial
      statements have been prepared in accordance with generally accepted accounting
      principles, consistently applied, during the periods involved (except (i) as
      may
      be otherwise indicated in such financial statements or the notes thereto, or
      (ii) in the case of unaudited interim statements, to the extent they may exclude
      footnotes or may be condensed or summary statements) and fairly present in
      all
      material respects the financial position of the Company as of the dates thereof
      and the results of its operations and cash flows for the periods then ended
      (subject, in the case of unaudited statements, to normal year-end audit
      adjustments). No other information provided by or on behalf of the Company
      to
      the Buyers which is not included in the SEC Documents, including, without
      limitation, information referred to in Section 2(i) of this Agreement, contains
      any untrue statement of a material fact or omits to state any material fact
      necessary in order to make the statements therein, in the light of the
      circumstance under which they are or were made and not misleading. 

     

    (h) 10(b)-5.
      The SEC
      Documents do not include any untrue statements of material fact, nor do they
      omit to state any material fact required to be stated therein necessary to
      make
      the statements made, in light of the circumstances under which they were made,
      not misleading.

     

    (i) Absence
      of Litigation.
      There
      is no action, suit, proceeding, inquiry or investigation before or by any court,
      public board, government agency, self-regulatory organization or body pending
      against or affecting the Company, the Common Stock or any of the Company’s
      subsidiaries, wherein an unfavorable decision, ruling or finding would (i)
      have
      a Material Adverse Effect.

     

    (j) Acknowledgment
      Regarding Buyer’s Purchase of the Convertible Debentures.
      The
      Company acknowledges and agrees that each Buyer is acting solely in the capacity
      of an arm’s length purchaser with respect to this Agreement and the transactions
      contemplated hereby. The Company further acknowledges that each Buyer is not
      acting as a financial advisor or fiduciary of the Company (or in any similar
      capacity) with respect to this Agreement and the transactions contemplated
      hereby and any advice given by each Buyer or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated hereby is merely incidental to such Buyer’s purchase of the
      Securities. The Company further represents to each Buyer that the Company’s
      decision to enter into this Agreement has been based solely on the independent
      evaluation by the Company and its representatives.


    
      
        
        

      

      
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    (k) No
      General Solicitation.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D under the Securities Act) in connection
      with
      the offer or sale of the Securities.

     

    (l) No
      Integrated Offering.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf has, directly or indirectly, made any offers or sales of any security
      or
      solicited any offers to buy any security, under circumstances that would require
      registration of the Securities under the Securities Act or cause this offering
      of the Securities to be integrated with prior offerings by the Company for
      purposes of the Securities Act.

     

    (m) Employee
      Relations.
      To the
      best of the Company’s knowledge, neither the Company nor any of its subsidiaries
      is involved in any labor dispute or, to the knowledge of the Company or any
      of
      its subsidiaries, is any such dispute threatened. None of the Company’s or its
      subsidiaries’ employees is a member of a union and the Company and its
      subsidiaries believe that their relations with their employees are
      good.

     

    (n) Intellectual
      Property Rights.
      The
      Company and its subsidiaries own or possess adequate rights or licenses to
      use
      all trademarks, trade names, service marks, service mark registrations, service
      names, patents, patent rights, copyrights, inventions, licenses, approvals,
      governmental authorizations, trade secrets and rights necessary to conduct
      their
      respective businesses as now conducted. The Company and its subsidiaries do
      not
      have any knowledge of any infringement by the Company or its subsidiaries of
      trademark, trade name rights, patents, patent rights, copyrights, inventions,
      licenses, service names, service marks, service mark registrations, trade secret
      or other similar rights of others, and, to the knowledge of the Company there
      is
      no claim, action or proceeding being made or brought against, or to the
      Company’s knowledge, being threatened against, the Company or its subsidiaries
      regarding trademark, trade name, patents, patent rights, invention, copyright,
      license, service names, service marks, service mark registrations, trade secret
      or other infringement; and the Company and its subsidiaries are unaware of
      any
      facts or circumstances which might give rise to any of the
      foregoing.

     

    (o) Environmental
      Laws.
      To the
      best of the Company’s knowledge, the Company and its subsidiaries are (i) in
      compliance with any and all applicable foreign, federal, state and local laws
      and regulations relating to the protection of human health and safety, the
      environment or hazardous or toxic substances or wastes, pollutants or
      contaminants (“Environmental
      Laws”),
      (ii)
      have received all permits, licenses or other approvals required of them under
      applicable Environmental Laws to conduct their respective businesses and (iii)
      are in compliance with all terms and conditions of any such permit, license
      or
      approval.

     

    (p) Title.
      All
      real property and facilities held under lease by the Company and its
      subsidiaries are held by them under valid, subsisting and enforceable leases
      with such exceptions as are not material and do not interfere with the use
      made
      and proposed to be made of such property and buildings by the Company and its
      subsidiaries.


    
      
        
        

      

      
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    (q) Insurance.
      The
      Company and each of its subsidiaries is insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and its subsidiaries are engaged. Neither the Company
      nor
      any such subsidiary has been refused any insurance coverage sought or applied
      for and neither the Company nor any such subsidiary has any reason to believe
      that it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers as
      may
      be necessary to continue its business at a cost that would not materially and
      adversely affect the condition, financial or otherwise, or the earnings,
      business or operations of the Company and its subsidiaries, taken as a
      whole.

     

    (r) Regulatory
      Permits.
      The
      Company and its subsidiaries possess all material certificates, authorizations
      and permits issued by the appropriate federal, state or foreign regulatory
      authorities necessary to conduct their respective businesses, and neither the
      Company nor any such subsidiary has received any notice of proceedings relating
      to the revocation or modification of any such certificate, authorization or
      permit.

     

    (s) Internal
      Accounting Controls.
      The
      Company and each of its subsidiaries maintains a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management’s general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset accountability, and (iii) the recorded amounts for assets are
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences.

     

    (t) No
      Material Adverse Breaches, etc.
      Neither
      the Company nor any of its subsidiaries is subject to any charter, corporate
      or
      other legal restriction, or any judgment, decree, order, rule or regulation
      which in the judgment of the Company’s officers has or is expected in the future
      to have a Material Adverse Effect on the business, properties, operations,
      financial condition, results of operations or prospects of the Company or its
      subsidiaries. Neither the Company nor any of its subsidiaries is in breach
      of
      any contract or agreement which breach, in the judgment of the Company’s
      officers, has or is expected to have a Material Adverse Effect on the business,
      properties, operations, financial condition, results of operations or prospects
      of the Company or its subsidiaries.

     

    (u) Tax
      Status.
      Except
      as set forth in Schedule 3(u), the Company and each of its subsidiaries has
      made
      and filed all federal and state income and all other tax returns, reports and
      declarations required by any jurisdiction to which it is subject and (unless
      and
      only to the extent that the Company and each of its subsidiaries has set aside
      on its books provisions reasonably adequate for the payment of all unpaid and
      unreported taxes) has paid all taxes and other governmental assessments and
      charges that are material in amount, shown or determined to be due on such
      returns, reports and declarations, except those being contested in good faith
      and has set aside on its books provision reasonably adequate for the payment
      of
      all taxes for periods subsequent to the periods to which such returns, reports
      or declarations apply. There are no unpaid taxes in any material amount claimed
      to be due by the taxing authority of any jurisdiction, and the officers of
      the
      Company know of no basis for any such claim.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (v) Certain
      Transactions.
      Except
      as set forth in Section 3(v) and except for arm’s length transactions pursuant
      to which the Company makes payments in the ordinary course of business upon
      terms no less favorable than the Company could obtain from third parties and
      other than the grant of stock options disclosed in the SEC Documents, none
      of
      the officers, directors, or employees of the Company is presently a party to
      any
      transaction with the Company (other than for services as employees, officers
      and
      directors), including any contract, agreement or other arrangement providing
      for
      the furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any corporation,
      partnership, trust or other entity in which any officer, director, or any such
      employee has a substantial interest or is an officer, director, trustee or
      partner.

     

    (w) Fees
      and Rights of First Refusal.
      The
      Company is not obligated to offer the securities offered hereunder on a right
      of
      first refusal basis or otherwise to any third parties including, but not limited
      to, current or former shareholders of the Company, underwriters, brokers, agents
      or other third parties. 

     

    (x) Investment
      Company.
      The
      Company is not, and is not an affiliate of, and immediately after receipt of
      payment for the Securities, will not be or be an affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company shall conduct its business in a manner so that it will not become
      subject to the Investment Company Act.

     

    (y) Registration
      Rights.
      Except
      as set forth in Schedule 3(y), other than each of the Buyers, no Person has
      any
      right to cause the Company to effect the registration under the Securities
      Act
      of any securities of the Company. There are no outstanding registration
      statements not yet declared effective and there are no outstanding comment
      letters from the SEC or any other regulatory agency.

     

    (z) Private
      Placement.
      Assuming the accuracy of the Buyers’ representations and warranties set forth in
      Section 2, no registration under the Securities Act is required for the offer
      and sale of the Securities by the Company to the Buyers as contemplated hereby.
      The issuance and sale of the Securities hereunder does not contravene the rules
      and regulations of the Primary Market.

     

    (aa) Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the
      Exchange Act, and the Company has taken no action designed to terminate, or
      which to its knowledge is likely to have the effect of, terminating the
      registration of the Common Stock under the Exchange Act nor has the Company
      received any notification that the SEC is contemplating terminating such
      registration. The Company has not, in the twelve (12) months preceding the
      date
      hereof, received notice from any Primary Market on which the Common Stock is
      or
      has been listed or quoted to the effect that the Company is not in compliance
      with the listing or maintenance requirements of such Primary Market. The Company
      is, and has no reason to believe that it will not in the foreseeable future
      continue to be, in compliance with all such listing and maintenance
      requirements.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (bb) Reporting
      Status. 
      With a view to making available to the Buyer the benefits of Rule 144 or any
      similar rule or regulation of the SEC that may at any time permit the Buyer
      to
      sell securities of the Company to the public without registration, and as a
      material inducement to the Buyer’s purchase of the Securities, the Company
      represents and warrants to the following: (i) the Company is, and has been
      for a
      period of at least 90 days immediately preceding the date hereof, subject to
      the
      reporting requirements of section 13 or 15(d) of the Exchange Act (ii) the
      Company has filed all required reports under section 13 or 15(d) of the
      Exchange, as applicable, during the 12 months preceding the date hereof (or
      for
      such shorter period that the Company was required to file such reports), (iii)
      the Company is not an issuer defined as a “Shell Company.” For the purposes
      hereof, the term “Shell Company” shall mean an issuer that meets the description
      defined in paragraph (i)(1)(i) of Rule 144. 

     

    (cc) Disclosure. 
      The Company has made available to the Buyer and its counsel all the information
      reasonably available to the Company that the Buyer or its counsel have requested
      for deciding whether to acquire the Securities.  No representation or
      warranty of the Company contained in this Agreement (as qualified by the
      Disclosure Schedule) or any of the other Transaction Documents, and no
      certificate furnished or to be furnished to the Buyer at the Closing, or any
      due
      diligence evaluation materials furnished by the Company or on behalf of the
      Company, including without limitation, due diligence questionnaires, or any
      other documents, presentations, correspondence, or information contains any
      untrue statement of a material fact or omits to state a material fact necessary
      in order to make the statements contained herein or therein not misleading
      in
      light of the circumstances under which they were made.

     

    (dd) Manipulation
      of Price. 
      The Company has not, and to its knowledge no one acting on its behalf has,
      (i)
      taken, directly or indirectly, any action designed to cause or to result in
      the
      stabilization or manipulation of the price of any security of the Company to
      facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
      purchased, or, paid any compensation for soliciting purchases of, any of the
      Securities, or (iii) paid or agreed to pay to any Person any compensation for
      soliciting another to purchase any other securities of the Company, other than,
      in the case of clauses (ii) and (iii), compensation paid to the Company’s
      placement agent in connection with the placement of the Securities.

     

    (ee) Dilutive
      Effect.
      The
      Company understands and acknowledges that the number of Conversion Shares
      issuable upon conversion of the Convertible Debentures and the Warrant Shares
      issuable upon exercise of the Warrants will increase in certain circumstances.
      The Company further acknowledges that its obligation to issue Conversion Shares
      upon conversion of the Convertible Debentures in accordance with this Agreement
      and the Convertible Debentures and its obligation to issue the Warrant Shares
      upon exercise of the Warrants in accordance with this Agreement and the
      Warrants, in each case, is absolute and unconditional regardless of the dilutive
      effect that such issuance may have on the ownership interests of other
      stockholders of the Company.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (ff) The
      Company is indebted to First Community Bank (“FCB0”) pursuant to (i) the Note
      and Security Agreement (the “First FCB Loan”) dated June 1, 2007 in the
      principal amount of $500,000, and (ii) the Loan Agreement (the “Second
      FCB
      Loan”)
      dated
      February 14, 2008 in the principal amount of $5,100,000. Nothing contained
      in
      the First FCB Loan, the Second FCB Loan, or any documents or instruments entered
      into in connection with each loan (collectively, the “FCB
      Loan Documents”)
      prohibits the Company from consummating the transactions contemplated herein
      and
      granting the liens granted pursuant to the Security Documents, or the Company
      has obtained written consent of FCB for the same. Except as set forth in
      Schedule 3(d)(iii), the Company is in good standing and not in default under
      the
      FCB Loan Documents. The Company shall repay the First FCB Loan by its maturity
      date of June 1, 2008, and upon such repayment, the lien of FCB shall be
      released. Without the written consent of the Buyer, the Company shall not incur
      any additional borrowings from FCB under the FCB Loan Documents or otherwise
      from FCB. The Second FCB Loan is not secured by a pledge of any assets of the
      Company and is not cross collateralized with the First FCB Loan. 

     

    (gg) The
      Company represents that (i) Texas Prototypes, Inc., a Texas corporation, does
      not have any business, any assets, or any operations, and will be dissolved,
      or
      if it is not dissolved, the Company shall cause it to become a “Grantor” under
      the Security Documents, and (ii) all amount owed to Vertex Financial LTD have
      been paid and its UCC-1 covering all assets of the Company has been properly
      terminated. 

     

    4. COVENANTS.

     

    (a) Best
      Efforts.
      Each
      party shall use its best efforts to timely satisfy each of the conditions to
      be
      satisfied by it as provided in Sections 6 and 7 of this Agreement.

     

    (b) Form
      D.
      The
      Company agrees to file a Form D with respect to the Securities as required
      under
      Regulation D and to provide a copy thereof to each Buyer promptly after such
      filing. The Company shall, on or before the Closing Date, take such action
      as
      the Company shall reasonably determine is necessary to qualify the Securities,
      or obtain an exemption for the Securities for sale to the Buyers at the Closing
      pursuant to this Agreement under applicable securities or “Blue Sky” laws of the
      states of the United States, and shall provide evidence of any such action
      so
      taken to the Buyers on or prior to the Closing Date.

     

    (c) Reporting
      Status.
      With a
      view to making available to the Buyer the benefits of Rule 144 or any similar
      rule or regulation of the SEC that may at any time permit the Buyer to sell
      securities of the Company to the public without registration, and as a material
      inducement to the Buyer’s purchase of the Securities, the Company represents,
      warrants, and covenants to the following: 

     

    (i) The
      Company is subject to the reporting requirements of section 13 or 15(d) of
      the
      Exchange Act and has filed all required reports under section 13 or 15(d) of
      the
      Exchange Act during the 12 months prior to the date hereof (or for such shorter
      period that the issuer was required to file such reports), other than Form
      8-K
      reports; 

     

    (ii) from
      the
      date hereof until all the Securities either have been sold by the Buyer, or
      may
      permanently be sold by the Buyer without any restrictions pursuant to Rule
      144,
      (the “Registration
      Period”)
      the
      Company shall file with the SEC in a timely manner all required reports under
      section 13 or 15(d) of the Exchange Act and such reports shall conform to the
      requirement of the Exchange Act and the SEC for filing thereunder; and



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (iii) During
      the Registration Period, the Company shall not terminate its status as an issuer
      required to file reports under the Exchange Act even if the Exchange Act or
      the
      rules and regulations thereunder would otherwise permit such
      termination.

     

    (d) Use
      of
      Proceeds.
      The
      Company will use the proceeds from the sale of the Convertible Debentures for
      general corporate and working capital purposes, provided however, the Company
      shall not use any of the proceeds to make any early payments, redemptions,
      or
      pre-payments on loans to the Company secured by a pledge of shares of James
      Von
      Ehr, II. 

     

    (e) Reservation
      of Shares.
      On the
      date hereof, the Company shall reserve for issuance to the Buyers a total of
      100,000,000 shares for issuance upon conversions of the Convertible Dentures,
      exercise of the Warrants, and upon conversion of all prior warrants and
      debentures issued to the Buyer prior to the date hereof (collectively, the
      “Share
      Reserve”).
      The
      Company represents that it has sufficient authorized and unissued shares of
      Common Stock available to create the Share Reserve after considering all other
      commitments that may require the issuance of Common Stock. The Company shall
      take all action reasonably necessary to at all times have authorized, and
      reserved for the purpose of issuance, such number of shares of Common Stock
      as
      shall be necessary to effect the full conversion of the Convertible Debentures
      and the full exercise of the Warrants. If at any time the Share Reserve is
      insufficient to effect the full conversion of the Convertible Debentures or
      the
      full exercise of the Warrants, the Company shall increase the Share Reserve
      accordingly. If the Company does not have sufficient authorized and unissued
      shares of Common Stock available to increase the Share Reserve, the Company
      shall call and hold a special meeting of the shareholders within ninety (90)
      days of such occurrence, for the sole purpose of increasing the number of shares
      authorized. The Company’s management shall recommend to the shareholders to vote
      in favor of increasing the number of shares of Common Stock authorized.
      Management shall also vote all of its shares in favor of increasing the number
      of authorized shares of Common Stock.

     

    (f) Listings
      or Quotation.
      The
      Company’s Common Stock shall be listed or quoted for trading on any of (a) the
      American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq Global
      Market, (d) the Nasdaq Capital Market, or (e) the Nasdaq OTC Bulletin Board
      (which does not include the Pink Sheets LLC) (“OTCBB”)
      (each,
      a “Primary
      Market”).
      The
      Company shall promptly secure the listing of all of the Registrable Securities
      (as defined in the Registration Rights Agreement) upon each national securities
      exchange and automated quotation system, if any, upon which the Common Stock
      is
      then listed (subject to official notice of issuance) and shall maintain such
      listing of all Registrable Securities from time to time issuable under the
      terms
      of the Transaction Documents. 

     

    (g) Fees
      and Expenses.
      

     

    (i) The
      Company shall pay all of its costs and expenses incurred by it connection with
      the negotiation, investigation, preparation, execution and delivery of the
      Transaction Documents. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (ii) The
      Company shall place into escrow up to $550,000 upon the First Closing directly
      from the proceeds of the Closing (the “Monitoring
      Fees,”
and
      as
      deposited into escrow, the “Escrow
      Funds”)
      which
      shall be used to fully and completely compensate Yorkville Advisors, LLC
      (“Investment
      Manager”)
      for
      monitoring and managing the purchase and investment made by YA Global
      Investments, L.P. (“YA
      Global”)
      described herein, pursuant to the Investment Manager’s existing advisory
      obligations to YA Global. The Company, Investment Manager, and YA Global shall
      enter into an Escrow Agreement of even date herewith in the form attached hereto
      as Exhibit D (the “Escrow
      Agreement”)
      appointing an escrow agent (the “Escrow
      Agent”)
      to
      hold the Escrow Funds and to periodically disburse portions of such Escrow
      Funds
      to the Investment Manager from escrow in accordance with the terms of the Escrow
      Agreement. The Investment Manager shall periodically receive portions of the
      Escrow Funds in accordance with the Escrow Agreement until either: (1) the
      Escrow Funds shall have been fully disbursed pursuant the Escrow Agreement
      or
      (2) the Securities shall have been Fully Retired. “Fully Retired” shall mean
      that the Buyer shall have fully disposed of all the Securities issued or
      issuable hereunder, shall no longer have any investment in, or ownership of,
      any
      of the Securities, all amounts owed to YA Global under the Transaction Documents
      shall have been paid, and the Transaction Documents shall have been terminated.
      When the Securities are Fully Retired, the remaining Escrow Funds shall be
      returned to the Company or otherwise disbursed in accordance with the Escrow
      Agreement.

     

    (iii) The
      Company shall pay a structuring and due diligence fee to Yorkville of $110,000
      which shall be paid directly from the proceeds of the First Closing. The
      structuring and due diligence fee shall be nonrefundable and payable whether
      or
      not any or all the Closings occurs. In addition, the
      Company shall pay all Buyer’s actual outside counsel fees and expenses in
      connection with perfecting the security interests granted to the Buyer in
      connection with this transaction in an amount not to exceed $20,000
      (“Outside
      Legal Fees”).
      In
      connection with its obligations under this section, the Company shall deposit
      the sum of $20,000 with the Buyer which the Buyer shall use to pay Outside
      Legal
      Fees as bills are received. In event that the Outside Legal Fees are less than
      $20,000, the Buyer shall refund the unused balance to the Company upon
      determination that the work of the outside counsel has been completed.


     

    (h) Corporate
      Existence.
      So long
      as any of the Convertible Debentures remain outstanding, the Company shall
      not
      directly or indirectly consummate any merger, reorganization, restructuring,
      sale of all or substantially all of the Company’s assets or any similar
      transaction or related transactions (each such transaction, an “Organizational
      Change”)
      unless, prior to the consummation an Organizational Change, the Company obtains
      the written consent of each Buyer. In any such case, the Company will make
      appropriate provision with respect to such holders’ rights and interests to
      insure that the provisions of this Section 4(h) will thereafter be applicable
      to
      the Convertible Debentures.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (i) Transactions
      With Affiliates.
      So long
      as any Convertible Debentures are outstanding, the Company shall not, and shall
      cause each of its subsidiaries not to, enter into, amend, modify or supplement,
      or permit any subsidiary to enter into, amend, modify or supplement any
      agreement, transaction, commitment, or arrangement with any of its or any
      subsidiary’s officers, directors, person who were officers or directors at any
      time during the previous two (2) years, stockholders who beneficially own five
      percent (5%) or more of the Common Stock, or Affiliates (as defined below)
      or
      with any individual related by blood, marriage, or adoption to any such
      individual or with any entity in which any such entity or individual owns a
      five
      percent (5%) or more beneficial interest (each a “Related
      Party”),
      except for (a) customary employment arrangements and benefit programs on
      reasonable terms, (b) any investment in an Affiliate of the Company, (c) any
      agreement, transaction, commitment, or arrangement on an arms-length basis
      on
      terms no less favorable than terms which would have been obtainable from a
      person other than such Related Party, (d) any agreement, transaction,
      commitment, or arrangement which is approved by a majority of the disinterested
      directors of the Company; for purposes hereof, any director who is also an
      officer of the Company or any subsidiary of the Company shall not be a
      disinterested director with respect to any such agreement, transaction,
      commitment, or arrangement. “Affiliate”
for
      purposes hereof means, with respect to any person or entity, another person
      or
      entity that, directly or indirectly, (i) has a ten percent (10%) or more equity
      interest in that person or entity, (ii) has ten percent (10%) or more common
      ownership with that person or entity, (iii) controls that person or entity,
      or
      (iv) shares common control with that person or entity. “Control”
or
      “controls”
for
      purposes hereof means that a person or entity has the power, direct or indirect,
      to conduct or govern the policies of another person or entity.

     

    (j) Transfer
      Agent.
      The
      Company covenants and agrees that, in the event that the Company’s agency
      relationship with the transfer agent should be terminated for any reason prior
      to a date which is two (2) years after the Closing Date, the Company shall
      immediately appoint a new transfer agent and shall require that the new transfer
      agent execute and agree to be bound by the terms of the Irrevocable Transfer
      Agent Instructions (as defined herein).

     

    (k) Future
      Financing Transaction.
      Except
      for the Required Capital Raise, and other than Excluded Securities (as defined
      in the Convertible Debentures), so long as any Convertible Debentures are
      outstanding, the Company shall not, without the prior written consent of the
      Buyer, (i) issue or sell shares of Common Stock for consideration less than
      the
      Conversion Price (as defined in the Convertible Debentures) in effect at the
      time of issuance, (ii) issue any warrant, option, right, contract, call, or
      other security or instrument granting the holder thereof the right to acquire
      Common Stock for consideration less than the Conversion Price (as defined in
      the
      Convertible Debentures) in effect at the time of issuance, (iii) enter into
      any
      security instrument granting the holder a security interest in any or all assets
      of the Company, or (iv) file any registration statement on Form S-8,
except
      in
      connection with the registration of Common Stock issued pursuant to a bona
      fide
      Approved Stock Plan (as defined in the Convertible Debentures). 

     

    (l) Neither
      the Buyer(s) nor any of its affiliates have an open short position in the Common
      Stock of the Company, and the Buyer(s) agrees that it shall not, and that it
      will cause its affiliates not to, engage in any short sales of or hedging
      transactions with respect to the Common Stock as long as any Convertible
      Debentures shall remain outstanding. 


    
      
        
        

      

      
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    (m) Rights
      of First Refusal.
      From
      the date of the First Closing until eighteen (18) months thereafter, except
      for Excluded Securities (as defined in the Convertible Debentures), if
      the
      Company intends to raise additional capital by the issuance or sale of capital
      stock of the Company, including without limitation shares of any class of common
      stock, preferred stock, options, warrants or any other securities convertible
      or
      exercisable into shares of common stock (whether the offering is conducted
      by
      the Company, underwriter, placement agent or any third party) the Company shall
      be obligated to offer to the Buyers such issuance or sale of capital stock,
      by
      providing in writing the principal amount of capital it intends to raise and
      outline of the material terms of such capital raise, prior to the offering
      such
      issuance or sale of capital stock  to any third parties including, but not
      limited to, current or former officers or directors, current or former
      shareholders and/or investors of the obligor, underwriters, brokers, agents
      or
      other third parties.  The Buyers shall have ten (10) business days from
      receipt of such notice of the sale or issuance of capital stock to accept or
      reject all or a portion of such capital raising offer. 

     

    (n) Lockup
      Agreements.
      On the
      date hereof, the Company shall obtain from each officer and director a lockup
      agreement in the form attached hereto as Exhibit
      C.

     

    (o) Additional
      Registration Statements.
      Until
      the effective date of the initial Registration Statement, the Company will
      not
      file a registration statement under the Securities Act relating to securities
      that are not the Securities, other than on Form S-8, without the consent of
      the
      Buyer which shall not be unreasonably withheld.

     

    (p) Review
      of Public Disclosures.
      All SEC
      filings (including, without limitation, all filings required under the Exchange
      Act, which include Forms 10-Q and 10-QSB, 10-K and 10-KSB, 8-K, etc.) and other
      public disclosures made by the Company, including, without limitation, all
      press
      releases, investor relations materials, and scripts of analysts meetings and
      calls, shall be reviewed and approved for release by the Company’s attorneys
      and, if containing financial information, the Company’s independent certified
      public accountants.

     

    (q) Disclosure
      of Transaction.
      Within
      four Business Days following the date of this Agreement, the Company shall
      file
      a Current Report on Form 8-K describing the terms of the transactions
      contemplated by the Transaction Documents in the form required by the Exchange
      Act and attaching the material Transaction Documents (including, without
      limitation, this Agreement, the form of the Convertible Debenture, the form
      of
      Warrant and the form of the Registration Rights Agreement) as exhibits to such
      filing.

     

    (r) With
      respect to any and all contracts entered into by the Company’s iPhotonics
      business unit after the date hereof relating to the development and sale of
      optical network terminals or related products, such contracts shall contain
      gross product margins satisfactory to the Buyer. 
      The
      Company will deliver to Buyer within 5 days after the end of each calendar
      month
      a certificate executed by two officers of the Company certifying that such
      covenant contained in Section 4(r) has been satisfied, along with documents
      and
      information necessary to demonstrate such compliance.

     

    
      
        
        

      

      
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    (s) Milestones.
      As used
      herein, the term “Milestones”
shall
      mean (i) the Company shall have entered into a contract (or series of contracts)
      for the development and sale of optical network terminals on terms that are
      satisfactory to the Buyer in total value of contracts, counterparty, and gross
      product margins to the Company and (ii) the Company shall have completed an
      equity raise resulting in proceeds to the Company of at least $5,000,000 on
      terms no worse than the proposed terms set forth on Schedule 4(s) attached
      hereto (the “Required
      Capital Raise”).
      If
      the Company fails to achieve at least one of the Milestones on or before October
      15, 2008, then the Buyer shall have the right, in addition to any other rights
      or remedies it may have under the Transaction Documents or applicable law,
      to
      require the Buyer to sell the business or the assets of the iPhotonics business
      unit before December 31, 2008 for consideration (i) of at least $10,000,000,
      or
      (ii) if less than $10,000,000 than for at least the fair market value
      considering the circumstances of the sale as determined by an investment bank
      selected by the Company and satisfactory to the Buyer. The Company shall apply
      at least 80% of the proceeds of any such sale directly from the sale towards
      the
      redemption of the Convertible Debentures. 

     

    (t) Further
      Assurances.
      At any
      time or from time to time upon the request of the Buyer, the Company will,
      at
      its expense, promptly execute, acknowledge and deliver such further documents
      and do such other acts and things as Buyer may reasonably request in order
      to
      effect fully the purposes of the Transaction Documents, including providing
      Buyer with any information reasonably requested by it. In furtherance and not
      in
      limitation of the foregoing, the Company shall take such actions as Buyer may
      reasonably request from time to time to ensure that the obligations are secured
      by substantially all of the assets of Company (subject to limitations contained
      in the Transaction Documents).

     

    (u) Acknowledgment.
      The
      Company hereby acknowledges, confirms and agrees that as of the date hereof,
      the
      Company is indebted to YA Global under the March 30, 2007 Debenture and December
      13, 2007 Debenture in the outstanding principal amount of $4,000,000 and
      $1,000,000 respectively, plus accrued and unpaid interest thereon and such
      amounts are unconditionally owing by the Company to YA Global, without offset,
      defense or counterclaim of any kind, nature or description whatsoever. The
      Company further acknowledges, confirms and agrees that: (a) each of the March
      30, 2007 Debenture and December 13, 2007 Debenture, and all the related
      documents to which it is a party have been duly executed and delivered to YA
      Global by the Company, and each is in full force and effect as of the date
      hereof, (b) the agreements and obligations of the Company contained in such
      documents constitute the legal, valid and binding obligations of the Company,
      enforceable against each in accordance with their respective terms, and the
      Company has no valid defense to the enforcement of such obligations, and (c)
      YA
      Global has and shall continue to have valid, enforceable and perfected liens
      upon and security interests in the pledged property heretofore granted to YA
      Global pursuant to the Security Agreement between the Company and YA Global
      dated March 30, 2007 or otherwise granted to or held by YA Global (subject
      to
      the first liens and security interests of First Bank of Canyon Creek as set
      forth in Schedule 4.2 to said Security Agreement).


    
      
        
        

      

      
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    5. TRANSFER
      AGENT INSTRUCTIONS.

     

    (a) The
      Company shall issue the Irrevocable Transfer Agent Instructions to its transfer
      agent, and any subsequent transfer agent, irrevocably appointing David Gonzalez,
      Esq. as the Company’s agent for purpose instructing its transfer agent to issue
      certificates or credit shares to the applicable balance accounts at The
      Depository Trust Company (“DTC”),
      registered in the name of each Buyer or its respective nominee(s), for the
      Conversion Shares and the Warrant Shares issued upon conversion of the
      Convertible Debentures or exercise of the Warrants as specified from time to
      time by each Buyer to the Company upon conversion of the Convertible Debentures
      or exercise of the Warrants. The Company shall not change its transfer agent
      without the express written consent of the Buyers, which may be withheld by
      the
      Buyers in their sole discretion. The Company warrants that no instruction other
      than the Irrevocable Transfer Agent Instructions referred to in this Section
      5,
      and stop transfer instructions to give effect to Section 2(g) hereof (in the
      case of the Conversion Shares or Warrant Shares prior to registration of such
      shares under the Securities Act) will be given by the Company to its transfer
      agent, and that the Securities shall otherwise be freely transferable on the
      books and records of the Company as and to the extent provided in this Agreement
      and the other Transaction Documents. If a Buyer effects a sale, assignment
      or
      transfer of the Securities in accordance with Section 2(f), the Company shall
      promptly instruct its transfer agent to issue one or more certificates or credit
      shares to the applicable balance accounts at DTC in such name and in such
      denominations as specified by such Buyer to effect such sale, transfer or
      assignment and, with respect to any transfer, shall permit the transfer. In
      the
      event that such sale, assignment or transfer involves Conversion Shares or
      Warrant Shares sold, assigned or transferred pursuant to an effective
      registration statement or pursuant to Rule 144, the transfer agent shall issue
      such Securities to the Buyer, assignee or transferee, as the case may be,
      without any restrictive legend. Nothing in this Section 5 shall affect in any
      way the Buyer’s obligations and agreement to comply with all applicable
      securities laws upon resale of Conversion Shares. The Company acknowledges
      that
      a breach by it of its obligations hereunder will cause irreparable harm to
      the
      Buyer by vitiating the intent and purpose of the transaction contemplated
      hereby. Accordingly, the Company acknowledges that the remedy at law for a
      breach of its obligations under this Section 5 will be inadequate and agrees,
      in
      the event of a breach or threatened breach by the Company of the provisions
      of
      this Section 5, that the Buyer(s) shall be entitled, in addition to all
      other available remedies, to an injunction restraining any breach and requiring
      immediate issuance and transfer, without the necessity of showing economic
      loss
      and without any bond or other security being required.

     

    6. CONDITIONS
      TO THE COMPANY’S OBLIGATION TO SELL.

     

    The
      obligation of the Company hereunder to issue and sell the Convertible Debentures
      to the Buyer(s) at the Closings is subject to the satisfaction, at or before
      the
      Closing Dates, of each of the following conditions, provided that these
      conditions are for the Company’s sole benefit and may be waived by the Company
      at any time in its sole discretion:

     

    (a) Each
      Buyer shall have executed the Transaction Documents and delivered them to the
      Company.

     

    (b) The
      Buyer(s) shall have delivered to the Company the Purchase Price for the
      Convertible Debentures and Warrants in the respective amounts as set forth
      next
      to each Buyer as set forth on Schedule I attached hereto, minus any fees to
      be
      paid directly from the proceeds the Closings as set forth herein, by wire
      transfer of immediately available U.S. funds pursuant to the wire instructions
      provided by the Company.

     

    (c) The
      representations and warranties of the Buyer(s) shall be true and correct in
      all
      material respects as of the date when made and as of the Closing Dates as though
      made at that time (except for representations and warranties that speak as
      of a
      specific date), and the Buyer(s) shall have performed, satisfied and complied
      in
      all material respects with the covenants, agreements and conditions required
      by
      this Agreement to be performed, satisfied or complied with by the Buyer(s)
      at or
      prior to the Closing Dates. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    7. CONDITIONS
      TO THE BUYER’S OBLIGATION TO PURCHASE.

     

    (a) The
      obligation of the Buyer(s) hereunder to purchase the Convertible Debentures
      at
      the First Closing is subject to the satisfaction, at or before the First Closing
      Date, of each of the following conditions, provided that these conditions are
      for the Buyer’s sole benefit and may be waived by the Buyer at any time in its
      sole discretion:

     

    (i) The
      Company shall have executed the Transaction Documents and delivered the same
      to
      the Buyers.

     

    (ii) The
      Common Stock shall be authorized for quotation or trading on the Primary Market,
      trading in the Common Stock shall not have been suspended for any reason, and
      all the Conversion Shares issuable upon the conversion of the Convertible
      Debentures shall be approved for listing or trading on the Primary Market.
      

     

    (iii) The
      representations and warranties of the Company shall be true and correct in
      all
      material respects (except to the extent that any of such representations and
      warranties is already qualified as to materiality in Section 3 above, in which
      case, such representations and warranties shall be true and correct without
      further qualification) as of the date when made and as of the First Closing
      Date
      as though made at that time (except for representations and warranties that
      speak as of a specific date) and the Company shall have performed, satisfied
      and
      complied in all material respects with the covenants, agreements and conditions
      required by this Agreement to be performed, satisfied or complied with by the
      Company at or prior to the First Closing Date

     

    (iv) The
      Company shall have executed and delivered to the Buyer(s) the Convertible
      Debentures and Warrants in the respective amounts set forth opposite each
      Buyer’s name on Schedule I attached hereto.

     

    (v) The
      Buyers shall have received an opinion of counsel from counsel to the Company
      in
      a form satisfactory to the Buyers.

     

    (vi) The
      Company shall have provided to the Buyers a true copy of a certificate of good
      standing evidencing the formation and good standing of the Company from the
      secretary of state (or comparable office) from the jurisdiction in which the
      Company is incorporated, as of a recent date.

     

    (vii) The
      Company shall have delivered to the Buyers a certificate, executed by the
      Secretary of the Company and dated as of the First Closing Date, as to (i)
      the
      resolutions consistent with Section 3(c) as adopted by the Company's Board
      of
      Directors in a form reasonably acceptable to such Buyer, (ii) the Articles
      of
      Incorporation and (iii) the Bylaws, each as in effect at the First
      Closing.

     

    (viii) The
      Company shall have provided to the Buyer an acknowledgement, to the satisfaction
      of the Buyer, from the Company’s independent certified public accountants as to
      its ability to provide all consents required in order to file a registration
      statement in connection with this transaction.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (ix) The
      Company shall have created the Share Reserve. 

     

    (x) The
      Irrevocable Transfer Agent Instructions, in form and substance satisfactory
      to
      the Buyer, shall have been delivered to and acknowledged in writing by the
      Company’s transfer agent.

     

    (b) The
      obligation of the Buyer(s) hereunder to accept the Convertible Debentures at
      the
      Second Closing is subject to the satisfaction, at or before the Second Closing
      Date, of each of the following conditions, provided that these conditions are
      for the Buyer’s sole benefit and may be waived by the Buyer at any time in its
      sole discretion:

     

    (i) The
      Common Stock shall be authorized for quotation or trading on the Primary Market,
      trading in the Common Stock shall not have been suspended for any reason, and
      all the Conversion Shares issuable upon the conversion of the Convertible
      Debentures shall be approved for listing or trading on the Primary Market.
      

     

    (ii) The
      representations and warranties of the Company shall be true and correct in
      all
      material respects (except to the extent that any of such representations and
      warranties is already qualified as to materiality in Section 3 above, in which
      case, such representations and warranties shall be true and correct without
      further qualification) as of the date when made and as of the Second Closing
      Date as though made at that time (except for representations and warranties
      that
      speak as of a specific date) and the Company shall have performed, satisfied
      and
      complied in all material respects with the covenants, agreements and conditions
      required by this Agreement to be performed, satisfied or complied with by the
      Company at or prior to the Second Closing Date. 

     

    (iii) The
      Company shall have executed and delivered to the Buyers the Convertible
      Debentures and Warrants in the respective amounts set forth opposite each Buyers
      name on Schedule I attached hereto.

     

    (iv) The
      Buyers shall have received an opinion of counsel from counsel to the Company
      in
      a form satisfactory to the Buyers.

     

    (v) The
      Company shall have and its depository institutions shall have entered into
      deposit account agreements with respect to each of the Company’s deposit
      accounts in accordance with the Security Documents.

     

    (vi) No
      event
      of default shall have occurred. 

     

    (vii) The
      Company shall have certified, in a certificate executed by two officers of
      the
      Company and dated as of the Second Closing Date, that all conditions to the
      Second Closing have been satisfied.

     

    (c) The
      obligation of the Buyer(s) hereunder to accept the Convertible Debentures at
      the
      Third Closing is subject to the satisfaction, at or before the Third Closing
      Date, of each of the following conditions, provided that these conditions are
      for the Buyer’s sole benefit and may be waived by the Buyer at any time in its
      sole discretion:

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (i) The
      Common Stock shall be authorized for quotation or trading on the Primary Market,
      trading in the Common Stock shall not have been suspended for any reason, and
      all the Conversion Shares issuable upon the conversion of the Convertible
      Debentures shall be approved for listing or trading on the Primary Market.
      

     

    (ii) The
      representations and warranties of the Company shall be true and correct in
      all
      material respects (except to the extent that any of such representations and
      warranties is already qualified as to materiality in Section 3 above, in which
      case, such representations and warranties shall be true and correct without
      further qualification) as of the date when made and as of the Third Closing
      Date
      as though made at that time (except for representations and warranties that
      speak as of a specific date) and the Company shall have performed, satisfied
      and
      complied in all material respects with the covenants, agreements and conditions
      required by this Agreement to be performed, satisfied or complied with by the
      Company at or prior to the Third Closing Date. 

     

    (iii) The
      Company shall have executed and delivered to the Buyers the Convertible
      Debentures and Warrants in the respective amounts set forth opposite each Buyers
      name on Schedule I attached hereto.

     

    (iv) The
      Company shall have achieved the at least one of the Milestones. 

     

    (v) The
      Buyers shall have received an opinion of counsel from counsel to the Company
      in
      a form satisfactory to the Buyers.   

     

    (vi) No
      event
      of default shall have occurred. 

     

    (vii) The
      Company shall have certified, in a certificate executed by two officers of
      the
      Company and dated as of the Third Closing Date, that all conditions to the
      Third
      Closing have been satisfied.

     

    8. INDEMNIFICATION.

     

    (a) In
      consideration of the Buyer’s execution and delivery of this Agreement and
      acquiring the Convertible Debentures and the Conversion Shares hereunder, and
      in
      addition to all of the Company’s other obligations under this Agreement, the
      Company shall defend, protect, indemnify and hold harmless the Buyer(s) and
      each
      other holder of the Convertible Debentures and the Conversion Shares, and all
      of
      their officers, directors, employees and agents (including, without
      limitation, those retained in connection with the transactions contemplated
      by
      this Agreement) (collectively, the “Buyer
      Indemnitees”)
      from
      and against any and all actions, causes of action, suits, claims, losses, costs,
      penalties, fees, liabilities and damages, and expenses in connection therewith
      (irrespective of whether any such Buyer Indemnitee is a party to the action
      for
      which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified
      Liabilities”),
      incurred by the Buyer Indemnitees or any of them as a result of, or arising
      out
      of, or relating to (a) any misrepresentation or breach of any representation
      or
      warranty made by the Company in this Agreement,
      the Convertible Debentures or the other Transaction Documents or any other
      certificate, instrument or document contemplated hereby or thereby, (b) any
      breach of any covenant, agreement or obligation of the Company contained in
      this
      Agreement, or the other Transaction Documents or any other certificate,
      instrument or document contemplated hereby or thereby, or (c) any cause of
      action, suit or claim brought or made against such Buyer Indemnitee and arising
      out of or resulting from the execution, delivery, performance or enforcement
      of
      this Agreement or any other instrument, document or agreement executed pursuant
      hereto by any of the parties hereto, any transaction financed or to be financed
      in whole or in part, directly or indirectly, with the proceeds of the issuance
      of the Convertible Debentures or the status of the Buyer or holder of the
      Convertible Debentures the Conversion Shares, as a Buyer of Convertible
      Debentures in the Company. To the extent that the foregoing undertaking by
      the
      Company may be unenforceable for any reason, the Company shall make the maximum
      contribution to the payment and satisfaction of each of the Indemnified
      Liabilities, which is permissible under applicable law.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (b) In
      consideration of the Company’s execution and delivery of this Agreement, and in
      addition to all of the Buyer’s other obligations under this Agreement, the Buyer
      shall defend, protect, indemnify and hold harmless the Company and all of its
      officers, directors, employees and agents (including, without limitation, those
      retained in connection with the transactions contemplated by this Agreement)
      (collectively, the “Company
      Indemnitees”)
      from
      and against any and all Indemnified Liabilities incurred by the Indemnitees
      or
      any of them as a result of, or arising out of, or relating to (a) any
      misrepresentation or breach of any representation or warranty made by the
      Buyer(s) in this Agreement, instrument or document contemplated hereby or
      thereby executed by the Buyer, (b) any breach of any covenant, agreement or
      obligation of the Buyer(s) contained in this Agreement, the Transaction
      Documents or any other certificate, instrument or document contemplated hereby
      or thereby executed by the Buyer, or (c) any cause of action, suit or claim
      brought or made against such Company Indemnitee based on material
      misrepresentations or due to a material breach and arising out of or resulting
      from the execution, delivery, performance or enforcement of this Agreement,
      the
      Transaction Documents or any other instrument, document or agreement executed
      pursuant hereto by any of the parties hereto. To the extent that the foregoing
      undertaking by each Buyer may be unenforceable for any reason, each Buyer shall
      make the maximum contribution to the payment and satisfaction of each of the
      Indemnified Liabilities, which is permissible under applicable law.

     

    9. GOVERNING
      LAW: MISCELLANEOUS.

     

    (a) 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.

     

    (b) Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party.
      In
      the event any signature page is delivered by facsimile transmission, the party
      using such means of delivery shall cause four (4) additional original executed
      signature pages to be physically delivered to the other party within five (5)
      days of the execution and delivery hereof.

     

    
      
        
        

      

      
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    (c) Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    (e) Entire
      Agreement, Amendments.
      This
      Agreement supersedes all other prior oral or written agreements between the
      Buyer(s), the Company, their affiliates and persons acting on their behalf
      with
      respect to the matters discussed herein except for the letter agreement between
      the Buyer and the Company of even date herewith, and this Agreement and the
      instruments referenced herein contain the entire understanding of the parties
      with respect to the matters covered herein and therein and, except as
      specifically set forth herein or therein, neither the Company nor any Buyer
      makes any representation, warranty, covenant or undertaking with respect to
      such
      matters. No provision of this Agreement may be waived or amended other than
      by
      an instrument in writing signed by the party to be charged with
      enforcement.

     

    (f) Notices.
      Any
      notices, consents, waivers, or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      confirmation of receipt, when sent by facsimile; (iii) three (3) days after
      being sent by U.S. certified mail, return receipt requested, or (iv) one (1)
      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 the Company, to:

            	
              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, NY 10036

            
	 	
              Attention:
                Eric Pinero, Esq.

            
	 	
              Telephone:      (212)
                751-4300

            
	 	
              Facsimile:        (212)
                751-0928

            


    

     

    If
      to the
      Buyer(s), to its address and facsimile number on Schedule I, with copies to
      the
      Buyer’s counsel as set forth on Schedule I. Each party shall provide five (5)
      days’ prior written notice to the other party of any change in address or
      facsimile number.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns. Neither the Company nor any Buyer
      shall
      assign this Agreement or any rights or obligations hereunder without the prior
      written consent of the other party hereto.

     

    (h) No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    (i) Survival.
      Unless
      this Agreement is terminated under Section 9(l), all agreements, representations
      and warranties contained in this Agreement or made in writing by or on behalf
      of
      any party in connection with the transactions contemplated by this Agreement
      shall survive the execution and delivery of this Agreement and the
      Closing.

     

    (j) Publicity.
      The
      Company and the Buyer(s) shall have the right to approve, before issuance any
      press release or any other public statement with respect to the transactions
      contemplated hereby made by any party; provided, however, that the Company
      shall
      be entitled, without the prior approval of the Buyer(s), to issue any press
      release or other public disclosure with respect to such transactions required
      under applicable securities or other laws or regulations (the Company shall
      use
      its best efforts to consult the Buyer(s) in connection with any such press
      release or other public disclosure prior to its release and Buyer(s) shall
      be
      provided with a copy thereof upon release thereof).

     

    (k) Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (l) Termination.
      In the
      event that the First Closing shall not have occurred with respect to the Buyers
      on or before five (5) business days from the date hereof due to the Company’s or
      the Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7
      above (and the non-breaching party’s failure to waive such unsatisfied
      condition(s)), the non-breaching party shall have the option to terminate this
      Agreement with respect to such breaching party at the close of business on
      such
      date without liability of any party to any other party; provided, however,
      that
      if this Agreement is terminated by the Company pursuant to this Section 9(l),
      the Company shall remain obligated to reimburse the Buyer(s) for the fees and
      expenses of Yorkville Advisors LLC described in Section 4(g) above (other than
      the amounts set forth in Section 4(g)(ii)).

     

    (m) Brokerage.
      The
      Company represents that no broker, agent, finder or other party has been
      retained by it in connection with the transactions contemplated hereby and
      that
      no other fee or commission has been agreed by the Company to be paid for or
      on
      account of the transactions contemplated hereby. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (n) No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    [REMAINDER
      PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Securities Purchase Agreement to be duly executed as of the date first written
      above.

     

    
      	
              COMPANY:

            
	
              TXP
                CORPORATION 

            
	 	 
	
              By:

            	
              /s/
                Michael C. Shores

            
	
              Name:   

            	
              Michael
                C. Shores

            
	
              Title:

            	
              Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Securities Purchase Agreement to be duly executed as of the date first written
      above.

    


    
      	
              BUYERS:

            
	
              YA
                GLOBAL INVESTMENTS, L.P. 

            
	 	 
	
              By:

            	
              Yorkville
                Advisors, LLC 

            
	
              Its:

            	
              Investment
                Manager

            
	 	 
	
              By: 

            	
              /s/
                Gerald Eicke

            
	
              Name:   

            	
              Gerald
                Eicke

            
	
              Its:

            	
              Managing
                Partner 

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      I

     

    SCHEDULE
      OF BUYERS


    


    
      	
              (1)

            	 	
              (2)

            	 	
              (3)

            	 	
              (4)

            	 	
              (5)

            	 	
              (6)

            	 	
              (7)

            	 	
              (8)

            	 
	
              Buyer
                

            	 	
              Subscription Amount

            	 	
              Number of Warrant Shares

            	 	
              Legal Representative’s

              Address and Facsimile

              Number

            	 
	 	 	
              First Closing

            	 	
              Second Closing

            	 	
              Third Closing

            	 	
              First Closing

            	 	
              Second Closing

            	 	
              Third Closing

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              YA
                Global Investments, L.P.

               

              101
                Hudson Street, Suite 3700

              Jersey
                City, NJ 07302

              Attention:
                Mark Angelo

              Telephone:
                (201) 985-8300

              Facsimile:
                (201) 985-8266

              Residence:
                Cayman Islands

            	 	
              $

            	
              3,000,000

            	 	
              $

            	
              1,500,000

            	 	
              $

            	
              1,250,000

            	 	 	
              8,870,000

            	 	 	
              4,430,000

            	 	 	
              3,700,000

            	 	 	
              David
                Gonzalez, Esq.

              101
                Hudson Street, Suite 3700

              Jersey
                City, New Jersey 07302

              Telephone:
                (201) 985-8300

              Facsimile:
                (201) 985-8266

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LOCKUP
      AGREEMENT

     

    Pursuant
      to the Securities Purchase Agreement between TXP Corporation (the “Company”)
      and YA
      Global Investments, L.P. (the “Buyer”)
      dated
      May __, 2008, the undersigned hereby agrees that for a period commencing on
      May
      __, 2008 and expiring on the date 30 days after the date that all amounts owed
      to under the Convertible Debenture issued pursuant to such Securities Purchase
      Agreement have been repaid, without the prior consent of the Buyer (the
“Lock-up
      Period”),
      he,
      she or it will not, directly or indirectly, issue, offer, agree or offer to
      sell, sell, grant an option for the purchase or sale of, transfer, pledge,
      assign, hypothecate, distribute or otherwise encumber or dispose of any
      securities of the Company, including common stock or options, rights, warrants
      or other securities underlying, convertible into, exchangeable or exercisable
      for or evidencing any right to purchase or subscribe for any common stock
      (whether or not beneficially owned by the undersigned), or any beneficial
      interest therein (collectively, the “Securities”)
      except
      in accordance with the volume limitations set forth in Rule 144(e) of the
      General Rules and Regulations under the Securities Act of 1933, as
      amended.

     

    In
      order
      to enable the aforesaid covenants to be enforced, the undersigned hereby
      consents to the placing of legends and/or stop-transfer orders with the transfer
      agent of the Company’s securities with respect to any of the Securities
      registered in the name of the undersigned or beneficially owned by the
      undersigned, and the undersigned hereby confirms the undersigned’s investment in
      the Company.

     

    Dated:
      _______________, 2008

    


    
      	
              Signature

            
	 
	
              _______________________________

            
	
              Name: _____________________________________

            
	
              Address:____________________________________

            
	
              City,
                State, Zip Code:__________________________

            
	 
	
              ________________________________

            
	
              Print
                Social Security Number

            
	
              or
                Taxpayer I.D. Number