ASSET
        PURCHASE AGREEMENT

       

      AGREEMENT,
        dated as of July 28, 2006 among Richard Smitten, a resident of Florida
        ("Purchaser"), and TXP Corporation, a Nevada corporation with offices at
        1299
        Commerce Drive, Richardson, TX 75082 (the "Seller").

      


      RECITALS

       

      A.
         Seller
        is
        the owner of certain assets meaning the business and related software as
        well as
        the book-rights to three Livermore related books relating to a teaching and
        a
        computer training program designed to provide educational/instructional
        assistance and aid to those stock market traders who wish to learn how to
        trade
        in the stock market using a system previously developed by an early
        20th
        century
        stock market trader, Jesse Livermore, hereafter referred to as the “Livermore
        Assets.”

      


      B. Purchaser
        desire to acquire the Livermore Assets from Seller. 

      


      C.
        Seller
        desires to sell the Livermore Assets to Purchaser. 

      


      D. It
        is
        intended that the sale of the Livermore Assets shall qualify for United States
        federal income tax purposes as a tax free transfer of property within the
        meaning of Section 351 of the Internal Revenue Code of 1986, as amended (the
        “Code”).

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual representations, warranties, covenants and
        agreements herein set forth, the parties hereto hereby agree as
        follows:

      


      1.
        Sale of Assets.
        Subject
        to the terms and conditions of this Agreement, at the closing under this
        Agreement (the "Closing"), Seller shall sell, convey, assign, transfer and
        deliver to Purchaser, and Purchaser shall purchase, acquire and accept from
        Seller all right, title, and interest in and to the Livermore
        Assets.

      


      It
        is
        expressly understood that Purchaser shall not assume, pay or be liable for
        any
        liability or obligation of Seller of any kind or nature at any time existing
        or
        asserted, whether, known, unknown, fixed, contingent or otherwise, not
        specifically assumed herein by Purchaser.

      


      2.
        Purchase Consideration.
        In
        consideration of the purchase and sale of the Livermore Assets, Purchaser
        agrees
        to forgive the repayment of that certain debt which Seller owes to Purchaser
        in
        the aggregate amount of THREE HUNDRED TWENTY NINE THOUSAND TWO HUNDRED AND
        SEVENTY-TWO DOLLARS ($329,272.00)
        at
        the Closing and any other debt or amounts owed to Purchaser by Seller (the
        “Purchase
        Consideration”).
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.
        Closing. 

      


      3.1
         Place
        and Time.
        The
        Closing shall take place at the offices of Sichenzia Ross Friedman Ference
        LLP,
        1065 Avenue of the Americas, 21st Floor, New York, New York 10018, on July
        28,
        2006, or at such other time or place as Purchaser and Seller may mutually
        agree
        as may be evidenced by their effecting the Closing (the "Closing Date").
        

      


      3.2
         Deliveries
        by Seller.
        At the
        Closing, Seller shall deliver the following to the Purchaser:

      


      (a) All
        of
        the tangible Assets including without limitation all books and records related
        thereto and/or the rights to take possession thereof. 

      


      (b) Such
        deeds, bills of sale, assignments and other instruments of conveyance and
        transfer, and such powers of attorney, as shall be effective to vest in
        Purchaser title to or other interest in, and the right to full custody and
        control of, the Livermore Assets, free and clear of all liens, charges,
        encumbrances and security interests whatsoever including, but not limited
        to,
        the Bill of Sale form annexed hereto as Exhibit
        3.2(b).

      


      (c) All
        other
        documents, certificates, instruments or writings reasonably required by
        Purchaser to be delivered by Seller at or prior to the Closing pursuant to
        this
        Agreement.

      


      3.3
         Deliveries
        by Purchaser.
        At the
        Closing, Purchaser shall deliver the following to the Seller:

       

      (a)
         the
        Purchase Consideration in the form of an agreement by the Purchaser hereunder
        to
        release, acquit and forever discharge the Company and each, every and all
        of its
        current and past officers, directors, shareholders, affiliated corporations,
        subsidiaries, agents, employees, representatives, attorneys, predecessors,
        successors and assigns (the “Released Parties”), of and from any and all claims,
        damages, causes of action, suits and costs, of whatever nature, character
        or
        description with respect to liquidated damages which are due and unpaid,
        or
        which may accrue in the future, pursuant to any known or unknown debts or
        obligations which the Purchaser may claim is owed to him by the Company or
        any
        of its Released Parties, whether known or unknown, anticipated or unanticipated,
        which the Purchaser may now have or may hereafter have or claim to have against
        the Released Parties related to the Livermore Assets and the Purchase
        Consideration.

      


      3.4 Proceedings.
        All
        proceedings which shall be taken and all documents which shall be executed
        and
        delivered by the parties on the Closing Date shall be deemed to have been
        taken
        and executed simultaneously, and no proceeding shall be deemed taken nor
        any
        documents executed or delivered until all have been taken, executed and
        delivered.

      


      3.5 Conditions
        to Purchaser' Obligations.
        The
        obligations of Purchaser to effect the Closing shall be subject to the
        satisfaction at or prior to the Closing of the following conditions, any
        one or
        more of which may be waived by Purchaser:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (a) There
        shall not be in effect any injunction, order or decree of a court of competent
        jurisdiction that prohibits or delays consummation of any or all of the
        transactions contemplated in this Agreement nor shall any proceeding seeking
        any
        of the foregoing have been commenced.

      


      (b) The
        representations and warranties of Seller set forth in this Agreement shall
        be
        true and correct in all material respects as of the date of this Agreement
        and
        as of the Closing Date as though made at such time.

      


      (c) Seller
        shall have performed and complied in all material respects with the agreements
        contained in this Agreement required to be performed and complied with by
        it
        prior to or at the Closing.

      


      3.6 Conditions
        to Seller's Obligations.
        The
        obligations of Seller to effect the Closing shall be subject to the satisfaction
        at or prior to the Closing of the following conditions, any one or more of
        which
        may be waived by Seller:

      


      (a) There
        shall not be in effect any injunction, order or decree of a court of competent
        jurisdiction that prohibits or delays the consummation of any or all of the
        transactions contemplated herein nor shall any proceeding seeking any of
        the
        foregoing have been commenced.

      


      (b) The
        representations and warranties of the Purchaser set forth in this Agreement
        shall be true and correct in all material respects as of the date of this
        Agreement and as of the Closing Date as though made at such time.

      


      (c) The
        Purchaser shall have performed and complied in all material respects with
        the
        agreements contained in this Agreement required to be performed and complied
        with by it prior to or at the Closing.

      


      4.
        Representations and Warranties of Seller.
        Seller
        hereby represents and warrants to Purchaser as follows:

       

      	4.1  	
              No
                Conflicts.
                

            


       

      (a) Seller
        has the right, power, authority and capacity to execute and deliver this
        Agreement and to perform its obligations under this Agreement.

      


      (b) Neither
        the execution, delivery or performance of this Agreement by Seller nor the
        consummation by Seller of the transactions contemplated hereby will, directly
        or
        indirectly (with or without notice or lapse of time or both):

      


      (i)
         contravene,
        conflict with or result in a violation or breach of (A) any legal requirement
        or
        any governmental order to which Seller or any of the properties or assets
        owned
        or used by Seller may be subject, or (B) any authorization, license or permit
        of
        any governmental authority, including any private investigatory license or
        other
        similar license, which is held by Seller or that otherwise relates to the
        business of, or any of the Livermore Assets owned or used by Seller;


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)
         result
        in
        a violation or breach of or constitute a default, give rise to a right of
        termination, cancellation or acceleration, create any entitlement to any
        payment
        or benefit or require the consent or approval of or any notice to or filing
        with
        any third party under any contract to which Seller is a party or to which
        his or
        his properties or assets may be bound, or require the consent or approval
        of or
        any notice to or filing with any governmental authority to which the Seller
        or
        his properties or assets may be subject; or 

       

      (iii)
         result
        in
        the imposition or creation of any encumbrance upon or with respect to any
        of the
        properties or assets owned or used by Seller. 

       

      4.2 No
        Undisclosed Liabilities.
         Seller
        has no material liabilities or obligations of any nature (whether absolute,
        accrued, contingent, or otherwise) with respect to the Livermore Assets except
        for liabilities or obligations which have previously been disclosed to Purchaser
        and current liabilities incurred in the ordinary course of business, which
        current liabilities are consistent with the representations and warranties
        contained in this Agreement and will not, individually or in the aggregate,
        have
        a material adverse change in the business, operations, properties, prospects,
        liabilities, results of operations, assets or condition (financial or otherwise)
        of Seller.

      


      4.3 Taxes.
        With
        respect to the Livermore Assets, Seller has properly and timely filed all
        federal, state and local Tax returns and has paid all Taxes, assessments
        and
        penalties due and payable. All such Tax returns were complete and correct
        in all
        respects as filed, and no claims have been assessed with respect to such
        returns. There are no present, pending, or threatened audit, investigations,
        assessments or disputes as to Taxes of any nature payable by the Seller,
        nor any
        Tax liens whether existing or inchoate on any of the Livermore Assets of
        the
        Seller, except for current year Taxes not presently due and payable. The
        federal
        income Tax returns of the Seller have never been audited. No IRS or foreign,
        state, county or local Tax audit is currently in progress. The Seller has
        not
        waived the expiration of the statute of limitations with respect to any Taxes.
        There are no outstanding requests by the Seller for any extension of time
        within
        which to file any Tax return or to pay Taxes shown to be due on any Tax return.
        Other than with respect to the Seller, the Seller is not liable for Taxes
        of any
        other person or entity or is currently under any contractual obligation to
        indemnify any person or entity with respect to Taxes or is a party to any
        Tax
        sharing agreement or any other agreement providing for payments by the Seller
        with respect to Taxes. 

       

      For
        purposes of this Agreement, the term “Tax” shall mean any United States federal,
        national, state, provincial, local or other jurisdictional income, gross
        receipts, property, sales, use, license, excise, franchise, employment, payroll,
        estimated, alternative or add-on minimum, ad valorem, transfer or excise
        tax, or
        any other tax, custom, duty, governmental fee or other like assessment or
        charge
        imposed by any governmental authority, together with any interest or penalty
        imposed thereon. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.4 Compliance
        with Law; Governmental Authorizations.
        To the
        best of Seller’s knowledge, Seller is in compliance with all federal, state and
        local laws, authorizations, licenses and permits of any governmental authority
        and all governmental orders affecting the properties and assets of Seller,
        including federal, state and local: (i) Occupational Safety and Health Laws;
        (ii) private investigatory and other similar laws; (iii) the Fair Credit
        Reporting Act and similar state and local laws; and (iv) laws regarding or
        relating to trespass or violation of privacy rights. Seller has not been
        charged
        with violating, nor to the knowledge of Seller, threatened with a charge
        of
        violating, nor, to the knowledge of Seller, is Seller under investigation
        with
        respect to a possible violation of any provision of any federal, state or
        local
        law relating to any of, properties or assets.

      


      4.7 Effect
        of Agreement.
        This
        Agreement has been duly executed and delivered by Seller and constitutes,
        and
        such other agreements and instruments to be executed by Seller pursuant hereto,
        when so duly executed and delivered, will constitute, legal, valid and binding
        obligations of Seller, enforceable in accordance with their respective terms,
        except as such enforcement may be limited by bankruptcy, insolvency,
        reorganization, receivership, moratorium or other similar laws relating to
        or
        affecting the rights of creditors generally and by general equity principles
        (regardless of whether such enforcement is considered in a proceeding in
        equity
        or at law).

      


      4.8 Title
        to Assets.
        After
        giving effect to the transactions contemplated by this Agreement, Purchaser
        will
        have good and valid title to all of the Livermore Assets, free and clear
        of all,
        liens, encumbrances, restrictions, security interests, mortgages, and claims
        (including any related to duty or customs), except with respect to any of
        the
        foregoing which may be incurred by Purchaser.

      


      4.9
         Broker's
        Fees.
        Seller
        has not employed any broker or finder or incurred any liability for any broker's
        or finder's fees or commissions in connection with this Agreement or the
        transactions contemplated herein.

      


      4.10 Intentionally
        Left Blank.

      


      4.11 Disclosure.
        No
        representation or warranty by Seller in this Agreement, nor in any certificate,
        schedule or exhibit delivered or to be delivered pursuant to this Agreement
        contains or will contain any untrue statement of material fact, or omits
        or will
        omit to state a material fact necessary to make the statements herein or
        therein, in light of the circumstances under which they were made, not
        misleading.

      


      4.13 Legal
        Proceedings.
        There
        is no pending claim, action, investigation, arbitration, litigation, suit
        or
        other proceeding (“Proceeding”):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (a)
        that
        has been commenced by or against the Seller or that otherwise relates to
        or may
        affect the business of, or any of the properties or assets owned, held or
        used
        by, the Seller; or 

      


      (b)
        that
        challenges, or that may have the effect of preventing, delaying, making illegal,
        or otherwise interfering with, any of the transactions contemplated hereby.
        

      


      To
        the
        knowledge of the Seller, (A) no such Proceeding has been threatened, and
        (B) no
        event has occurred or circumstance exists that may give rise to or serve
        as a
        basis for the commencement of any such Proceeding. 

      


      5.
        Representations and Warranties of Purchaser.
        Purchaser hereby represents and warrants to Seller as follows:

      


      5.1 Effect
        of Agreement.
        This
        Agreement has been duly executed and delivered by Purchaser and constitutes,
        and
        each other agreement, document or instrument to be executed by Purchaser
        pursuant hereto, when so duly executed and delivered, will constitute, legal,
        valid and binding obligations of Purchaser, enforceable against Purchaser
        in
        accordance with their terms, except as such enforcement may be limited by
        bankruptcy, insolvency, reorganization, receivership, moratorium or other
        similar laws relating to or affecting the rights of creditors generally and
        by
        general equity principles (regardless of whether such enforcement is considered
        in a proceeding in equity or at law).

      


      5.2
         Knowledge.
        Purchaser have not relied on any representations or warranties of any Seller
        or
        any agent of any Seller, whether implied or otherwise, other than those
        expressly made by Seller in this Agreement, in making its determination to
        enter
        into and consummate this Agreement.

      


      5.3
         Broker's
        Fees.
        Purchaser has not employed any broker or finder or incurred any liability
        for
        any broker's or finder's fees or commissions in connection with this Agreement
        or the transactions contemplated herein.

       

      6. Pre-Closing
        Covenants.

      


      6.1 Compliance
        with Conditions.
        The
        parties hereto shall use their best efforts to cause the Closing to be
        consummated and to cause the execution and delivery of the documents referred
        to
        in Section 3 hereof and to bring about the satisfaction of the conditions
        to the
        obligations of the parties hereto set forth in Section 3, herein.

      


      6.2 Update
        of Exhibits.
        From
        and after the date hereof and up to the Closing Date, the parties hereto
        shall
        update the exhibits to this Agreement to the extent necessary to make such
        exhibits true and accurate as of the Closing Date and shall deliver copies
        of
        such updated exhibits to Purchaser or Seller, as the case may be, immediately
        upon their preparation.

      


      6.3 Consents.
        From
        and after the date hereof, the parties hereto shall use their best efforts
        to
        obtain all of the certificates, authorizations, consents or approvals required
        as set forth in Section 3 hereof. Evidence of such certificates, authorizations,
        consents or approvals shall be delivered to Purchaser or Seller, as the case
        may
        be, on or prior to the Closing. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.4 Business
        Practices.
        From
        and after the date hereof and up to the Closing Date, Seller shall continue
        to
        run the business of Seller in a manner consistent with past business practices
        including the satisfaction of all of its then current obligations. 

      


      7. Indemnifications
        by Seller and Purchaser.

      


      7.1 Indemnification
        by Seller.
        Seller
        shall indemnify and hold harmless Purchaser and shall reimburse Purchaser
        for
        any loss, liability, claim, damage, expense (including, without limitation,
        costs of investigation and defense and reasonable attorney's fees) or diminution
        of value (collectively, "Damages") arising from or in connection
        with:

      


      (a) any
        inaccuracy in any of the representations and warranties of Seller in this
        Agreement or in any certificate delivered by Seller pursuant to this Agreement,
        or any actions, omissions or state of facts inconsistent with any such
        representation or warranty (for purposes of this clause (a), each schedule
        and
        exhibit to this Agreement shall be deemed a representation and
        warranty);

      


      (b) any
        failure by Seller to perform or comply with any agreement made by it under
        this
        Agreement;

      


      (c) any
        operations or business conducted, commitment made, service rendered or condition
        existing or any action taken or omitted by or on behalf of Seller, except
        for
        any claims for which Purchaser is required to indemnify Seller pursuant to
        Section 7.2 herein;

      


      (d) any
        claim
        by any person for brokerage or finder's fees or commissions or similar payments
        based upon any agreement or understanding alleged to have been made by any
        such
        person with Seller (or any person acting on its behalf) in connection with
        any
        of the transactions contemplated herein; and

      


      (e) Seller's
        failure to comply with the "Bulk Sales Laws" under the Uniform Commercial
        Code;

      


      provided,
        however,
        that
        (i) Seller shall have no obligation to indemnify Purchaser for Damages until
        the
        aggregate Damages exceed $20,000 and, in such event, for the full amount
        of such
        Damages, (ii) Seller' aggregate liability for Damages shall in no event exceed
        the Purchase Consideration, and (iii) Seller shall have no obligation to
        indemnify Purchaser for any claims made by Purchaser under this Section 7.1
        after twenty four (24) months after the Closing Date. 

      


      7.2 Indemnification
        by Purchaser.
        Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller
        for any Damages arising from or in connection with:

      


      (a) any
        inaccuracy in any of the representations and warranties of Purchaser in this
        Agreement or in any certificate delivered by Purchaser pursuant to this
        Agreement, or any actions, omissions or state of facts inconsistent with
        any
        such representation or warranty (for purposes of this clause (a), each schedule
        and exhibit to this Agreement shall be deemed a representation and
        warranty);

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b) any
        failure by Purchaser to perform or comply with any agreement made by it under
        this Agreement;

      


      (c) any
        claim
        by any person for brokerage or finder's fees or commissions or similar payments
        based upon any agreement or understanding alleged to have been made by such
        person with Purchaser (or any person acting on its behalf, regardless of
        whether
        such person purported to act on behalf of Seller) in connection with any
        of the
        transactions contemplated in this Agreement; and

      


      (d) obligations
        with respect to any product liability associated with the Equipment for the
        period after the Closing Date; 

      


      provided,
        however,
        that
        (i) Purchaser shall have no obligation to indemnify Seller for Damages until
        the
        aggregate Damages exceed $20,000 and, in such event, for the full amount
        of such
        Damages, (ii) Purchaser' aggregate liability for Damages shall in no event
        exceed the Purchase consideration, and (iii) Purchaser shall have no obligation
        to indemnify Seller for any claims made by any Seller under this Section
        7.2
        after twenty four (24) months after the Closing Date.

       

      7.3 Procedure
        for Indemnification.
        Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof
        of notice of the commencement of any action or assertion of any claim, such
        indemnified party shall, if a claim in respect thereof is to be made against
        an
        indemnifying party under such Section, give notice to the indemnifying party
        of
        the commencement or assertion thereof, but the failure so to notify the
        indemnifying party shall not relieve it of any liability that it may have
        to any
        indemnified party except to the extent the indemnifying party demonstrates
        that
        the defense of such action is materially prejudiced thereby. If any such
        action
        shall be brought against an indemnified party and it shall give notice to
        the
        indemnifying party of the commencement thereof, the indemnifying party shall
        be
        entitled to participate therein and, to the extent that it shall wish, to
        assume
        the defense thereof with counsel satisfactory to such indemnified party and,
        after notice from the indemnifying party to such indemnified party of its
        election so to assume the defense thereof, the indemnifying party shall not
        be
        liable to such indemnified party under such Section for any fees of other
        counsel or any other expenses, in each case subsequently incurred by such
        indemnified party in connection with the defense thereof, other than reasonable
        costs of investigation. If an indemnifying party assumes the defense of such
        an
        action:

      


      (a) no
        compromise or settlement thereof may be effected by the indemnifying party
        without the indemnified party's consent which shall not be unreasonably withheld
        unless (i) there is no finding or admission of any violation of law or any
        violation of the rights of any person and no effect on any other claims that
        may
        be made against the indemnified party and (ii) the sole relief provided is
        monetary damages that are paid in full by the indemnifying party;
        and

      


      (b) the
        indemnifying party shall have no liability with respect to any compromise
        or
        settlement thereof effected without its consent. If notice is given to an
        indemnifying party of the commencement of any action and it does not, within
        ten
        (10) business days after the indemnified party's notice is given, give notice
        to
        the indemnified party of its election to assume the defense thereof, the
        indemnifying party shall be bound by any determination made in such action
        or
        any compromise or settlement thereof effected by the indemnified party.
        Notwithstanding the foregoing, if an indemnified party determines in good
        faith
        that there is a reasonable probability that an action may materially and
        adversely affect it or its affiliates other than as a result of monetary
        damages, such indemnified party may, by notice to the indemnifying party,
        assume
        the exclusive right to defend, compromise or settle such action at its cost
        or
        expense, but the indemnifying party shall not be bound by any determination
        of
        an action so defended or any compromise or settlement thereof effected without
        its consent (which shall not be unreasonably withheld).

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      8. Miscellaneous.
        

      


      8.1 Bulk
        Sales Laws:
        The
        parties hereto hereby agree to waive compliance with "Bulk Sales Laws" under
        the
        Uniform Commercial Code and the related notice provisions thereof.

      


      8.2 Survival.
        All
        representations, warranties and agreements contained in this Agreement or
        in any
        certificate delivered pursuant to this Agreement shall survive eighteen (18)
        months after Closing.

      


      8.3 Waivers
        and Amendments.
        

      


      (a) This
        Agreement may be amended, modified or supplemented only by a written instrument
        executed by the parties hereto. The provisions of this Agreement may be waived
        only by an instrument in writing executed by the party granting the waiver.
        No
        action taken pursuant to this Agreement, including without limitation, any
        investigation by or on behalf of any party, shall be deemed to constitute
        a
        waiver by the party taking such action of compliance with any representation,
        warranty, covenant or agreement contained herein. The waiver by any party
        hereto
        of a breach of any provision of this Agreement shall not operate or be construed
        as a further or continuing waiver of such breach or as a waiver of any other
        or
        subsequent breach.

      


      (b) No
        failure on the part of any party to exercise, and no delay in exercising
        any
        right, power or remedy hereunder shall operate as a waiver thereof, nor shall
        any single or partial exercise of such right, power or remedy by such party
        preclude any other or further exercise thereof or the exercise of any other
        right, power or remedy. All remedies hereunder are cumulative and are not
        exclusive of any other remedies provided by law.

      


      8.4 Fees
        and Expenses.
        Each
        party shall be responsible for its respective fees and expenses incurred
        in
        connection with this transaction.

      


      8.5 Notices.
        All
        notices, requests, demands and other communications that are required or
        may be
        given under this Agreement shall be in writing and shall be deemed to have
        been
        duly given or made: if by hand, immediately upon delivery; if by telex,
        telecopier, telegram or similar electronic device, immediately upon sending,
        provided it is sent on a business day, but if not, then immediately upon
        the
        beginning of the first business day after being sent; if by Federal Express,
        Express Mail or any other overnight delivery service, on the first business
        day
        after dispatch; if by registered or certified mail, return receipt requested,
        upon receipt by the addressee. All notices, requests and demands are to be
        given
        or made to the parties at the following addresses (or to such other address
        as
        either party may designate by notice in accordance with the provisions of
        this
        paragraph):

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	If to Seller:	 	
                Richard Smitten

                
                  3675
                    N E Skyline Drive 

                  Jensen
                    Beach, FL 34957-3917

                  Telephone:
                    772-334-7129

                

              
	 	 	 	 
	 	If to
                Purchaser:	 	
                TXP Corporation

                
                  1299
                    Commerce Drive 

                  Richardson,
                    TX 75082

                  Telephone:
                    

                  Facsimile:

                

              
	 	 	 	 
	 	With a copy
                to:	 	
                Sichenzia Ross Friedman Ference LLP

                
                  1065
                    Avenue of the Americas, 21st Floor

                  Attn:
                    Gregory Sichenzia, Esq.

                  New
                    York, New York 10018

                  Telephone:
                    (212) 930-9700

                  Facsimile:
                    (212) 930-9725

                

              


      

       

      8.6 Entire
        Agreement.
        This
        Agreement and the schedules and exhibits hereto set forth the entire agreement
        and understanding between the parties hereto with respect to the subject
        matter
        hereof and supersede any prior negotiations, agreements, letters of intent,
        understandings or arrangements between the parties hereto with respect to
        the
        subject matter hereof.

      


      8.7 Binding
        Effect, Benefits, Construction.
        This
        Agreement shall inure to the benefit of and be binding upon the parties hereto
        and their respective successors. Nothing in this Agreement, expressed or
        implied, is intended to confer on any person other than the parties hereto,
        or
        their respective successors, any rights, remedies, obligations or liabilities
        under or by reason of this Agreement.

      


      8.8 Non-Assignability.
        This
        Agreement and any rights pursuant hereto shall not be assignable by any party
        hereto without the prior written consent of the other party.

      


      8.9 Arbitration.
        The
        parties hereto shall attempt to resolve any dispute, controversy, difference
        or
        claim arising out of or relating to this Agreement by negotiation in good
        faith.
        If such good negotiation fails to resolve such dispute, controversy, difference
        or claim within fifteen (15) days after any party delivers to any other party
        a
        notice of its intent to submit such matter to arbitration, then any party
        to
        such dispute, controversy, difference or claim may submit such matter to
        arbitration with the American Arbitration Association in the City of New
        York,
        New York.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      8.10  Applicable
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of the Agreement shall be governed by and construed and enforced in accordance
        with the internal laws of the State of New York, without regard to the
        principles of conflicts of law thereof. 

      


      8.11  Section
        and Other Headings.
        The
        section and other headings contained in this Agreement are for reference
        purposes only and shall not affect the meaning or interpretation of this
        Agreement.

      


      8.12  Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

      


       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        Purchaser and Seller have caused this Agreement to be signed by their duly
        authorized respective officers all as of the date first written
        above.

      
        
          	 	 	 
	
                  PURCHASER: 

                	Richard
                  Smitten
	 
 	 
 	 
 
	 	  	/s/ Richard
                  Smitten
	 	
                  

                


        



      
        
          	 	 	 
	
                  SELLER:
                    

                	TXP
                  Corporation, a Nevada Corporation
	 
 	 
 	 
 
	 	By:  	/s/ Michael
                  Shores
	 	
                  
Name:
                  Michael Shores
	 	Title:
                  Chief Executive Officer


        

      

       

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Exhibit
        3.2(b)

      


      BILL
        OF SALE

      


      WHEREAS,
        Richard Smitten, a resident of Florida ("Purchaser"), and TXP Corporation,
        a
        Nevada corporation (the "Seller"), have entered into an Asset Purchase
        Agreement, dated July 28, 2006 (the "Agreement"), pursuant to which Seller
        has
        agreed to sell to Purchaser, and Purchaser have agreed to purchase from Seller
        the "Assets" (as defined in the Agreement);

      


      NOW,
        THEREFORE, Seller, for good and valuable consideration paid to it, and pursuant
        to the provisions of the Agreement, which are hereby incorporated by reference
        herein, have granted, bargained, sold, conveyed, assigned, released, transferred
        and delivered, and by these presents do grant, bargain, sell, convey, assign,
        release, transfer and deliver unto Purchaser, its successors and assigns,
        to
        have and hold the same forever, the Livermore Assets.

      


      Seller,
        for itself and its successors and assigns, does hereby convey to Purchaser
        good
        and marketable title to the Livermore Assets free and clear of all liens,
        liabilities, claims and encumbrances, except as provided in the Agreement
        or as
        may have been created by Purchaser, and do for its successors and assigns
        covenant and agree to warrant and defend the sale of the Livermore Assets
        to
        Purchaser, its successors and assigns, against all and every
        person.

      


      No
        other
        warranty or representation, except as expressly made by Seller in the Agreement
        or in this Bill of Sale, is made by Seller, nor shall any be
        implied.

      


      IN
        WITNESS WHEREOF, Seller has caused this instrument to be executed by its
        duly
        authorized officers this 28th
        day of
        July, 2006, to become effective on the date hereof.

      


      
        	 	 	 
	 	Richard
                Smitten
	 
 	 
 	 
 
	 	  	/s/ Richard
                Smitten
	 	
                

              


      

      
        	 	 	 
	 	
                TXP
                  CORPORATION

                A Nevada Corporation 

              
	 
 	 
 	 
 
	 	By:  	/s/ Michael
                Shores 
	 	
                
Name:
                Michael Shores 
	 	Title:
                Chief Executive Officer