INTERCREDITOR
      AND SUBORDINATION AGREEMENT

    


    This INTERCREDITOR
      AND SUBORDINATION AGREEMENT (this “Agreement”) is made effective as of August
      13, 2008 by and among
      TXP CORPORATION,
      a Nevada
      corporation (the “Borrower”), LANDRY
      MARKS LP,
      a Texas
      limited partnership (“Landry Marks”), and
      YA GLOBAL INVESTMENTS, L.P.,
      (formerly known as Cornell Capital Partners, LP), a Cayman Islands exempted
      limited partnership (“YA Global”), and
      all
      other parties as Creditors or participants who may now or hereinafter join
      in
      and consent to the terms and conditions of this Agreement and do thereby agree
      to be bound by this Agreement in respect of the terms hereof.

    


    RECITALS

    


    A. Landry
      Marks and the Borrower are parties to the Landry Marks Credit Documents (as
      hereinafter defined).

    


    B. YA
      Global
      and the Borrower are parties to the YA Global Credit Documents (as hereinafter
      defined).

    


    C. Notwithstanding
      use of the terms “Landry Marks Collateral,” “Landry Marks Credit Agreement,”
“Landry Marks Credit Documents,” “Borrower” and “Creditor” used herein, it is
      the intention of all parties to this Agreement that the determination as to
      whether Landry Marks has purchased or financed the Factored Receivables will
      be
      made in accordance with the terms of the Factoring and Security Agreement and
      Texas law. 

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereby agree as follows:

    


    1. DEFINITIONS

    


    When
      used
      in this Agreement, the following capitalized terms will have the meanings
      hereinafter set forth:

     

    “Accounts
      Receivable”
shall
      mean all accounts and other receivables, instruments or other forms of
      obligations and rights to payment of the Borrower (herein collectively referred
      to as “Accounts”), together with the proceeds thereof, all goods, and inventory
      represented by such Accounts and all such goods, and inventory that may be
      returned by the Borrower’s customers, and all proceeds of any insurance thereon,
      and all guarantees, securities and liens which Borrower may hold for the payment
      of any such Accounts including, without limitation, all rights of stoppage
      in
      transit, replevin and reclamation and as an unpaid vendor and/or lienor, all
      of
      which Borrower represents and warrants will be bona fide and existing
      obligations of its respective customers, arising out of the sale of goods,
      services or inventory by Borrower in the ordinary course of
      business.

     

    “Borrower”
shall
      have the meaning set forth in the preamble to this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Collateral”
shall
      mean, as the context requires, any assets of the Borrower pledged to one of
      the
      Creditors pursuant to the Credit Documents.

     

    “Credit
      Agreements”
refers
      to, singularly or collectively, as the context requires, the YA Global Credit
      Agreements and the Landry Marks Credit Agreements.

     

    “Credit
      Documents”
refers
      to, singularly or collectively, as the context requires, the YA Global Credit
      Documents and the Landry Marks Credit Documents.

     

    “Credit
      Facilities”
refers
      collectively to (a) the loans evidenced by the YA Global Credit Documents and
      (b) the purchase facility evidenced by the Landry Marks Credit
      Documents.

     

    “Creditors”
shall
      mean Landry Marks and YA Global, as Creditors, their successors and assigns,
      and
      all other parties as Creditors under the respective Credit
      Agreements.

     

    “Default
      or Event of Default”
shall
      mean any event, condition, omission, or act, upon the occurrence of which a
      Creditor has the right, under its respective Credit Documents, to exercise
      rights and remedies provided therein, including commencement of an enforcement
      action with respect to all or any portion of the Collateral securing such
      Creditor’s Credit Facility.

     

    “Distribution”
means,
      with respect to any indebtedness, (a) any payment or distribution by any person
      of cash, securities or other property, by set-off or otherwise, on account
      of
      such indebtedness or obligation, (b) any redemption, purchase or other
      acquisition of such indebtedness or obligation by any person or (c) the granting
      of any lien or security interest to or for the benefit of the holders of such
      indebtedness or obligation in or upon any property of any person.

     

    “Factored
      Receivables”
shall
      mean collectively, (i) those specific Accounts Receivable of the Borrower
      that have been purchased by Landry Marks pursuant to, and in accordance with,
      the Landry Marks Credit Documents, and (ii) to the extent that the Landry
      Marks Credit Documents and/or the transactions contemplated therein are
      interpreted as a loan as opposed to a true sale, then those specific Accounts
      Receivable of the Borrower which were financed by Landry Marks pursuant to
      the
      Landry Marks Credit Documents.

     

    “Landry
      Marks”
shall
      have the meaning set forth in the preamble to this Agreement.

     

    “Landry
      Marks Collateral”
refers
      to all Accounts Receivable, including Factored Receivables.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Landry
      Marks Credit Agreement”
refers
      to the agreement listed on Schedule 1
      to this
      Agreement, as such agreement may, from time to time, be amended, restated or
      modified.

     

    “Landry
      Marks Credit Documents”
refers
      collectively to the Landry Marks Credit Agreement and any and all other
      documents which evidence or secure the obligations of the Borrower under the
      Landry Marks Credit Agreement.

     

    “Landry
      Marks Debt”
means
      all obligations, liabilities and indebtedness of every nature of Borrower from
      time to time owed to Landry Marks under the Landry Marks Credit Documents,
      including, without limitation, the principal amount of all debts, claims and
      indebtedness, accrued and unpaid interest and all fees, costs and expenses,
      whether primary, secondary, direct, contingent, fixed or otherwise, heretofore,
      now and from time to time hereafter owing, due or payable, whether before or
      after the filing of a Proceeding together with (a) any amendments,
      modifications, renewals or extensions thereof to the extent not prohibited
      by
      the terms of this Agreement and (b) any interest accruing thereon, and fees
      and
      expenses incurred, after the commencement of a Proceeding, without regard to
      whether or not such interest, fees and expenses are an allowed
      claim.

     

    “Lien”
means,
      relative to any asset of the Borrower, any mortgage, deed of trust, lien
      (statutory or otherwise), pledge, charge, security interest, assignment, deposit
      arrangement, priority, title retention device, encumbrance, trust or other
      preferential arrangement intended as security in respect of such asset given
      by
      the Borrower to any Creditor.

     

    “Person”
shall
      mean any individual, corporation, limited liability company, partnership, trust,
      unincorporated association, business, or other legal entity, and any government
      or any governmental agency or political subdivision thereof.

     

    “Proceeding”
means
      any voluntary or involuntary insolvency, bankruptcy, receivership,
      custodianship, liquidation, dissolution, reorganization, assignment for the
      benefit of creditors, appointment of a custodian, receiver, trustee or other
      officer with similar powers or any other proceeding for the liquidation,
      dissolution or other winding up of a person.

     

    “Proceeds”
shall
      have
      the
      meaning assigned to it under the Uniform Commercial Code in effect in the State
      of Texas (the “Code”),
      shall
      also include “products” (as defined in the Code), and, in any event, shall
      include, but not be limited to (a) any and all payments (in any form
      whatsoever) made or due and payable to the owner of any of the Accounts
      Receivable from time to time and (b) any and all other amounts from time to
      time paid in connection with any of the Accounts Receivable.

     

    “YA
      Global”
shall
      have the meaning set forth in the preamble to this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “YA
      Global Collateral”
means,
      collectively, substantially all of the personal property of Borrower, and all
      other Collateral that has been or will be pledged to YA Global pursuant to
      the
      YA Global Credit Documents and includes, without limitation, but subject to
      the
      terms of this Agreement, the Factored Receivables and other Accounts
      Receivable.

     

    “YA
      Global Credit Agreements”
refers
      collectively to the agreements identified on Schedule 2
      of this
      Agreement, as such agreements may, from time to time, be amended, restated
      or
      modified.

     

    “YA
      Global Credit Documents”
refers
      collectively to the YA Global Credit Agreements and any and all other documents
      which evidence or secure the obligations of the Borrower under the YA Global
      Credit Agreements.

    


    2. COLLATERAL
      AND SUBORDINATION

    


    (a) Collateral.

    


    (i) YA
      Global
      agrees that upon purchase of a Factored Receivable by Landry Marks from the
      Borrower in accordance with the terms of the Landry Marks Credit Documents,
      then
      YA Global agrees that such Factored Receivable shall be released from, and
      shall
      be transferred to Landry Marks free and clear of, YA Global’s Liens without
      further release or other action by YA Global, Landry Marks, or the Borrower.
      Notwithstanding the foregoing, if a court of final, nonappealable jurisdiction
      determines that Landry Marks has financed, as opposed to purchased, the Factored
      Receivables, then no such release will be deemed to have occurred and
      notwithstanding the time, order, method, or manner of granting, or perfection
      of
      any security interest or lien, the time of filing or recording of any financing
      statements, assignments, deeds of trust, mortgages, or any other documents,
      instruments, or agreements under the UCC or any other applicable law and any
      provision of the UCC or any other applicable law to the contrary, the Creditors
      hereby agree:

     

    A. Landry
      Marks shall have a first priority security interest in and Lien upon all
      Accounts Receivable, including all Factored Receivables; and 

    


    B. Subject
      to the standstill set forth in Section 2(a)(ii)
      and
Section 9
      hereof,
      YA Global shall have a second priority security interest in and Lien upon all
      Factored Receivables and other Accounts Receivable.



    YA
      Global
      and Landry Marks further agree that with respect to Collateral other than
      Accounts Receivable:

    


    A. YA
      Global
      shall have a first priority security interest in and Lien(s) upon all other
      YA
      Global Collateral; and

    


    B. Landry
      Marks shall not have, and shall not accept or acquire, a security interest
      or
      Lien in any assets of Borrower other than the Landry Marks
      Collateral.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) YA
      Global.
      YA
      Global agrees that at all times to the extent YA Global has any Liens in and
      to
      any Accounts Receivable, such Liens shall remain subordinate to the Liens in
      favor of Landry Marks. YA Global agrees that notwithstanding anything contained
      in any YA Global Credit Documents to the contrary, until the final and
      indefeasible payment of all indebtedness and other obligations owing from
      Borrower to Landry Marks, YA Global shall not exercise any remedies or otherwise
      take any actions related in any way to its subordinate liens in all Accounts
      Receivable. YA Global agrees that it will not contest or challenge the
      characterization of the acquisition of Factored Receivables from Borrower by
      Landry Marks as a true sale transaction.

    


    (iii) Landry
      Marks.
      Landry
      Marks acknowledges and agrees that it will only purchase from Borrower Accounts
      Receivable in connection with its Credit Documents and to the extent such Credit
      Documents are interpreted as a loan as opposed to a true sale, that to secure
      the obligations of Borrower under its Credit Documents it will only claim a
      first priority Lien against and security interest in the Factored Receivables
      and all other Accounts Receivable. Landry Marks agrees that notwithstanding
      anything contained in any Landry Marks Credit Documents to the contrary, until
      the final and indefeasible payment of all indebtedness and other obligations
      owing from Borrower to YA Global, Landry Marks shall not exercise any remedies
      or otherwise take any actions related in any way against any assets of the
      Borrower except for the Landry Marks Collateral.

    


    (iv) Reserved.

    


    (v) Accounts
      Receivable.
      Notwithstanding the Liens and security interest in favor of YA Global, each
      of
      Borrower, Landry Marks and YA Global acknowledge and agree that so long as
      no
      Default or Event of Default then exists under the Landry Marks Credit Documents,
      and all reserve accounts (described in the Landry Marks Credit Documents) are
      fully funded and following application thereof to payments on delinquent
      Factored Receivables, each in accordance with the Landry Marks Credit Documents,
      Landry Marks shall, deliver the remaining purchase price not applied or credited
      as set forth above or in the Landry Marks Credit Documents to be paid for any
      Factored Receivables purchased by Landry Marks pursuant to the Landry Marks
      Credit Documents as directed in that certain direction letter from Borrower
      to
      Landry Marks attached hereto as Exhibit “B”
      (the
“Direction
      Letter”).
      In
      addition, Landry Marks agrees that any amounts actually paid to Borrower for
      the
      acquisition of Accounts Receivable as described in Section
      2.1.4
      of the
      Landry Marks Credit Agreement in excess of the $1,250,000 described in the
      Direction Letter shall be advanced to Borrower’s account specified on
Exhibit
      “A”
      attached
      hereto, unless otherwise specified in writing to Landry Marks by Borrower and
      YA
      Global. Borrower and YA Global acknowledge and agree that Landry Marks shall
      be
      entitled to and may retain all Proceeds of all Accounts Receivable for
      application to the Landry Marks Debt pursuant to the Landry Marks Credit
      Documents. Upon full and final payment, in good and collected funds, of the
      Landry Marks Debt, and any obligation or right of Landry Marks to purchase
      further Accounts Receivable under the Landry Marks Credit Documents has been
      terminated, Landry Marks agrees to re-assign any Accounts Receivables to the
      Borrower, and remit any remaining Proceeds received by Landry Marks related
      thereto to the Borrower’s account specified on Exhibit
      “A”
      attached
      hereto. Each of Borrower and YA Global acknowledge and agree that,
      notwithstanding the Direction Letter, in accordance with the Landry Marks Credit
      Documents, Landry Marks has no obligation or commitment to finance or otherwise
      purchase any Accounts Receivable from Borrower, and any such purchase shall
      be
      subject, in all respects, to approval by Landry Marks in its sole discretion;
      provided, however, that if and when Landry Marks actually finances or otherwise
      purchases any Account Receivable from Borrower in accordance with the Landry
      Marks Credit Documents, the related purchase price (following application in
      accordance with the Landry Marks Credit documents, including, without
      limitation, application to credit reserve accounts or pay for delinquent
      Accounts Receivable or otherwise) to be delivered to the Borrower shall, if
      applicable, be delivered in accordance with Borrower’s directions set forth in
      the Direction Letter.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (b) Option
      to Purchase.
      Following the occurrence of any Event of Default under the Landry Marks Credit
      Documents and/or the YA Global Credit Documents, YA Global shall have the right
      (but not the obligation), in its sole discretion, to purchase all, but not
      less
      than all, of Landry Marks’ right, title and interest in and to the Landry Marks
      Debt and the Landry Marks Credit Documents, and Landry Marks agrees that in
      such
      circumstances it shall sell to YA Global all of its right, title and interest
      in
      and to the Landry Marks Debt and the Landry Marks Credit Documents, for cash
      consideration in an amount equal to the outstanding principal amount of the
      Landry Marks Debt plus accrued and unpaid interest thereon, including, without
      limitation, all interest at the default rate as provided in the Landry Marks
      Credit Documents, plus all other amounts due and owing under the Landry Marks
      Credit Documents, including, without limitation, the payment all reasonable
      fees
      and expenses due thereon (collectively, the “Purchased
      Interests”).
      To
      exercise such option, Landry Marks must receive irrevocable notice from YA
      Global (the “Exercise
      Notice”)
      of its
      intention to exercise the purchase option granted hereby. Notwithstanding
      anything in this Section to the contrary or in conflict, Landry Marks shall
      be
      entitled to commence exercising its remedies with respect to any Default or
      Event of Default at any time, irrespective of whether YA Global has delivered
      the Exercise Notice. The parties agree that the closing of the acquisition
      by YA
      Global of the Purchased Interests pursuant to its rights in this Section
      2(b)
      shall be
      consummated no later than ten (10) business days following delivery of the
      Exercise Notice by the execution of customary assignment documents transferring
      the Landry Marks Debt and Landry Marks Credit Documents and the security
      interests and Liens securing the same, without recourse and without
      representations and warranties from Landry Marks, except that Landry Marks
      shall
      represent and warrant: (i) that Landry Marks is the owner of the Landry
      Marks Debt and the Landry Marks Credit Documents and Landry Marks free and
      clear
      of any Liens or other encumbrances; (ii) as to the amount owed under the
      Landry Marks Credit Documents as of the date of the assignment; and
      (iii) that the execution by Landry Marks of the assignment documents and
      the performance by Landry Marks of its obligations thereunder are duly
      authorized by all requisite corporate action.

    


    (c) Control.
      To the
      extent that possession or control is necessary to perfect a security interest
      in
      YA Global Collateral which is in the possession of Landry Marks, Landry Marks
      hereby agrees to act, and is hereby appointed, as the agent and bailee for
      YA
      Global solely for the purposes of perfecting YA Global’s security interest in
      such YA Global Collateral. Additionally, to the extent that possession or
      control is necessary to perfect a security interest in Landry Marks Collateral
      which is in the possession of YA Global, YA Global hereby agrees to act, and
      is
      hereby appointed, as the agent and bailee for Landry Marks solely for the
      purposes of perfecting Landry Mark’s security interest in such Landry Marks
      Collateral. Nothing in this paragraph is intended to, nor shall be construed
      to,
      change the relative priorities and rights of the Creditors in the Collateral
      as
      set forth elsewhere in this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3. COORDINATION
      CONCERNING INTANGIBLE ASSETS AND RIGHTS

    


    Each
      of
      the parties hereto acknowledges and agrees that one or more Creditors may have
      a
      Lien on, or other rights to use or to access, property of the Borrower
      consisting of books and records, software rights (including, without limitation,
      reservation systems) and other similar property (including management
      agreements, sales and marketing agreements and developer’s or declarant’s
      rights) which exist in connection with the various business operations of
      Borrower generally and therefore are or could be associated with the Collateral
      pledged and delivered to more than one Creditor (the “Servicing
      Assets”).
      Each
      party hereto agrees to act in good faith and in a commercially reasonable manner
      and to reasonably cooperate with the others in a utilization of such Servicing
      Assets in order to facilitate reasonable access on the part of each other party
      hereto to such Servicing Assets, as necessary to permit each party to realize
      upon its Collateral, provided,
      however,
      that
      nothing contained herein is intended, nor shall be construed, to require any
      such Creditor to (i) incur out-of-pocket costs in connection with the same,
      (ii)
      take possession of, exercise rights with respect to, or to maintain, or store,
      or take other similar actions with respect to, the Servicing Assets, or (iii)
      delay, forbear, or standstill from exercising any of such Creditor’s rights and
      remedies with respect to such portions of the Servicing Assets which are the
      Creditor’s Collateral, including, without limitation, conducting secured party
      sales of the same. 

    


    4. NOTICE
      OF DEFAULT

    


    Each
      Creditor (the “Noticing
      Creditor”)
      agrees
      to give each other Creditor prompt notice of any Default or Event of Default
      under its respective Credit Agreement of which it is aware or of which it has
      received notice from the Borrower. Such notice shall set forth in reasonable
      detail the nature of the Default or Event of Default in question. Until such
      Default or Event of Default is cured, such Creditor agrees, upon the request
      of
      any other Creditor, to periodically provide each other Creditor with information
      regarding the status of the Default or Event of Default in question. Prior
      to
      the commencement of any enforcement action against the Borrower, including
      any
      action in bankruptcy and/or disposition, each Creditor agrees, to the extent
      reasonably practicable, to give each other Creditor prior written notice of
      the
      nature of such enforcement action. Failure to give any such notice, however,
      shall not impair or otherwise adversely affect the Borrower’s obligations under
      the Credit Documents, to which the Noticing Creditor is a party, or the Noticing
      Creditor’s rights and remedies under its Credit Documents, nor shall such
      failure give rise to any liability on the part of the Noticing Creditor to
      the
      other Creditors.

    


    5. CONSENT
      TO CREDIT FACILITY

    


    Each
      Creditor hereby consents to the Borrower entering into or continuing its
      relationship, as the case may be, under the other Creditors’ Credit Documents
      and incurring indebtedness pursuant thereto and securing such indebtedness
      with
      a pledge of and grant of a Lien (i) with respect to Landry Marks, on the
      Factored Receivables, and all other Accounts Receivable subject to the terms
      hereof; and (ii) with respect to YA Global, on the YA Global Collateral,
      subject to the terms hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6. INCLUSION
      OF CUSTODIANS AND OTHER AGENTS

    


    For
      purposes of this Agreement, any reference to a Creditor shall mean and include
      any custodian or other agent of such Person who may, at any time, be in
      possession of all or any portion of the Collateral for the benefit of such
      Creditor.

    


    7. RESERVED

    


    8. RESERVED

    


    9. EXERCISE
      OF REMEDIES

    


    Subject
      only to any express provisions of this Agreement or the Credit Agreements that
      require a Creditor to take or refrain from taking any action, each Creditor
      may
      exercise its discretion with respect to exercising or refraining from exercising
      any of its rights and remedies or taking any enforcement action with respect
      to
      the Collateral which is specifically pledged under such Creditor’s respective
      Credit Documents. YA Global agrees not to take any action against any Account
      Receivable so long as the Landry Marks Debt is outstanding and this Agreement
      remains in effect. Landry Marks agrees, except as expressly set forth herein,
      not to take any action against the YA Global Collateral (other than all Accounts
      Receivable) so long as the indebtedness owing from Borrower to YA Global
      pursuant to the YA Global Credit Documents remains outstanding and this
      Agreement remains in effect. 

    


    The
      parties agree that YA Global may at its option take any action to accelerate
      payment of all or any portion of the indebtedness owing by Borrower to YA Global
      and to foreclose or realize upon or enforce any of the YA Global Collateral
      (other than any Accounts Receivable) and to exercise any other rights YA Global
      may have, without the prior consent of Landry Marks; provided, that YA Global
      shall not take any action to foreclose or realize upon or to enforce any of
      its
      rights with respect to security interests and Liens granted by Borrower in
      or on
      any of the Landry Marks Collateral.

    


    Additionally,
      the parties agree that Landry Marks may at its option take any action to
      accelerate payment of all or any portion of the Landry Marks Debt and to
      foreclose or realize upon or enforce any of the Landry Marks Collateral and
      to
      exercise any other rights Landry Marks may have, without the prior consent
      of YA
      Global; provided, that Landry Marks may not take any action to foreclose or
      realize upon or to enforce any of its rights with respect to security interests
      and Liens granted by Borrower in or on the YA Global Collateral other than
      Accounts Receivable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    10. INDEPENDENT
      CREDIT INVESTIGATIONS

    


    No
      Creditor nor any of its respective directors, officers, agents or employees
      shall be responsible to any other Creditor or to any other Person for the
      Borrower’s solvency, credit worthiness, financial condition, or ability to repay
      any of the debt or for the accuracy of any recitals, statements, representations
      or warranties of the Borrower, oral or written, or for the validity,
      sufficiency, enforceability, or perfection of the security interests in any
      Collateral. Each Creditor has entered into its respective financing arrangements
      with the Borrower based upon its own independent investigation, and makes no
      warranty or representation to the other Creditors nor does it rely upon any
      representation of the other Creditors with respect to matters identified or
      referred to herein. No Creditor shall have any responsibility to any other
      Creditor for monitoring or assuring compliance by the Borrower with any of
      the
      Borrower’s covenants or representations made to any Creditor. Without limiting
      the generality of the foregoing, any Creditor may perform in accordance with
      the
      terms of its Credit Agreements (subject to this Agreement) without regard to
      whether the Borrower’s performance in accordance with the terms thereof might or
      would constitute or result in a breach of covenants or representations under
      the
      other Creditor’s Credit Documents, and under no circumstances shall any Creditor
      be liable to the other for inducing a breach or a violation of any other
      Creditor’s Credit Agreement by virtue of performing in accordance with the terms
      of its own Credit Documents (subject to this Agreement).

    


    11. AMENDMENTS,
      MODIFICATIONS AND INCREASES OF CREDIT DOCUMENTS

    


    Each
      Creditor may enter into amendments, restatements, modifications, renewals or
      extensions of its Credit Documents with the Borrower without the prior written
      consent of the other Creditor, provided that, without the prior written consent
      of YA Global: (i) at no time shall the Landry Marks Credit Facility exceed
      an invoice face amount outstanding of Accounts Receivables of $1,500,000;
      (ii) Landry Marks will not take or accept any additional Collateral other
      than the Landry Marks Collateral; and (iii) Landry Marks shall not increase
      the
      discount rates or fees (except for rates or fees set forth in the Landry Marks
      Credit Documents which may be imposed following a Default or Event of Default)
      due under the Landry Marks Credit Facility and/or the Landry Marks Credit
      Documents. Should any Creditor cease extending further credit to the Borrower,
      this Agreement shall nevertheless continue in effect as to the outstanding
      Liens
      of each Creditor until this Agreement is terminated as set forth
      herein.

    


    12. AMENDMENTS
      TO THIS AGREEMENT

    


    No
      amendment, modification, supplement, termination, consent, or waiver of or
      to
      any provision of this Agreement nor any consent to any departure therefrom
      shall
      be in any event effective unless it shall be in writing signed by or on behalf
      of each of the Creditors; provided that, no amendment to this Agreement which
      materially and adversely effects the Borrower shall be made unless also signed
      by the Borrower. Any waiver of this provision or any consent to any departure
      from the terms of this provision shall be effective only in the specific
      instance and for the specific purpose for which given.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    13. TERMINATION

    


    This
      Agreement is a continuing agreement and unless all Creditors then party hereto
      have specifically consented in writing to its earlier termination, this
      Agreement shall remain in full force and effect in all respects with respect
      to
      each Creditor until such time as the Credit Facilities of such Creditor are
      repaid in full or otherwise satisfied, in which case this Agreement shall
      terminate only with respect to such Creditor (except for the agreements of
      such
      Creditor under Sections
      10,
      15,
      18,
      21 22
      and
24
      hereof),
      but this Agreement shall continue in full force and effect with respect to
      all
      other Creditors whose respective Credit Facilities have not been paid or
      otherwise satisfied in full.

    


    14. EFFECT
      OF BANKRUPTCY

    


    This
      Agreement shall be and remain enforceable notwithstanding any bankruptcy or
      insolvency proceeding by or against the Borrower.

    


    15. GOVERNING
      LAW

    


    This
      Agreement shall be governed by the laws of the State of Texas (without regard
      to
      its conflicts of law principles that would call for the application of the
      laws
      of another jurisdiction).

    


    16. AUTHORITY;
      SUCCESSORS AND ASSIGNS

    


    Each
      party hereby represents and warrants that it has the full power and authority
      to
      execute and deliver this Agreement, including, in the case of the Creditors,
      any
      required consents or approvals of its co-Creditors or participants under its
      Credit Agreements. This Agreement shall bind and inure to the benefit of the
      respective successors and assigns of the parties hereto; provided, that no
      Creditor (or any Creditor represented by any Creditor) shall assign or transfer
      any rights or obligations under its Credit Documents to another Person unless
      such Person shall have agreed in writing to be bound by the terms of this
      Agreement as if it were a party hereto.

    


    17. WAIVERS;
      FAILURE OR DELAY

    


    No
      failure or delay on the part of any Creditor in the exercise of any power,
      right, remedy, or privilege under this Agreement shall impair such power, right,
      remedy or privilege or shall operate as a waiver thereof, nor shall any single
      or partial exercise of any power, right or privilege preclude any other or
      further exercise of any other power, right or privilege. The waiver of any
      such
      right, power, remedy or privilege with respect to particular facts and
      circumstances shall not be deemed to be a waiver with respect to other facts
      and
      circumstances.

    


    18. SEVERABILITY
      OF PROVISIONS

    


    Any
      provision of this Agreement which is illegal, invalid, prohibited, or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such illegality, invalidity, prohibition or unenforceability
      without invalidating or impairing the remaining provisions hereof or affecting
      the validity or enforceability of any such provision in any other
      jurisdiction.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    19. COMPLETE
      AGREEMENT

    


    With
      respect to the matters set forth herein, this Agreement is intended by the
      parties as a final expression of their agreement and supersedes any other
      agreements or negotiations, oral or written, and shall not be modified except
      as
      provided in Section 12 hereof.

    


    20. ATTORNEYS’
      FEES AND DISBURSEMENTS

    


    In
      the
      event of any dispute concerning the meaning or interpretation of this Agreement,
      or in the event of any litigation by a party to enforce the provisions hereof,
      the prevailing party shall be entitled to recover from the non-prevailing party
      its reasonable attorneys’ fees and disbursements and actual court costs incurred
      including those for pretrial, trial and appellate proceedings.

    


    21. VENUE

    


    EACH
      OF
      THE CREDITORS AND THE BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE
      OR FEDERAL COURT LOCATED WITHIN THE STATE OF TEXAS AND IRREVOCABLY AGREES THAT
      ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
      BE
      LITIGATED IN SUCH COURTS. THE CREDITORS AND THE BORROWER EXPRESSLY SUBMIT TO
      AND
      CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF
      FORUM NON-CONVENIENS, SUBJECT TO THE REQUIREMENTS THAT ANY ENFORCEMENT ACTION
      WITH RESPECT TO THE COLLATERAL BE BROUGHT IN THE COURTS OF THE STATE IN WHICH
      THE COLLATERAL IS LOCATED OR WHICH LAW APPLIES TO THE CREATION, PERFECTION
      AND
      ENFORCEMENT OF THE SECURITY INTEREST.

    


    22. JURY
      TRIAL WAIVER

    


    ALL
      OF
      THE CREDITORS AND THE BORROWER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
      TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      AGREEMENT. THE CREDITORS AND THE BORROWER ACKNOWLEDGE THAT THIS WAIVER IS A
      MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH CREDITOR
      HAS RELIED ON THIS WAIVER CONTAINED HEREIN IN ENTERING INTO THIS AGREEMENT
      AND
      THE OTHER CREDIT DOCUMENTS AND THAT EACH CREDITOR WILL CONTINUE TO RELY ON
      THIS
      WAIVER IN THEIR RELATED FUTURE DEALINGS. THE CREDITORS AND THE BORROWER WARRANT
      AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER
      WITH LEGAL COUNSEL AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
      TRIAL
      RIGHTS.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    23. CONFLICTS

    


    To
      the
      extent that any of the provisions of this Agreement conflict with any provisions
      of the Credit Documents, the provisions of this Agreement shall
      control.

    


    24. FURTHER
      ASSURANCE

    


    Each
      Creditor shall cooperate fully with each other in order to carry out promptly
      and fully the terms and provisions of this Agreement. Each party hereto shall
      from time to time execute and deliver such other agreements, documents or
      instruments and take such other actions as may be reasonably necessary to
      effectuate the terms of this Agreement. The Creditors shall each be solely
      responsible for all costs and expenses (including their respective attorneys’
fees and disbursements) incurred by them in connection with the execution and
      delivery of this Agreement and otherwise incurred by them in entering into
      the
      transactions contemplated herein.

    


    25. COUNTERPARTS

    


    This
      Agreement may be executed in any number of counterparts, and each counterpart
      shall be deemed to be an original instrument, but all such counterparts together
      shall constitute but one agreement.

    


    26. NOTICES

    


    Any
      notice or other communication required or permitted to be given shall be in
      writing addressed to the respective party as set forth below and may be
      personally served, telecopied or sent by overnight courier or by registered
      or
      certified U.S. mail, return receipt requested, and shall be deemed
      given

    


    
      	 	
              (a)

            	
              if
                served in person, when served; or

            


    

    


    
      	 	
              (b)

            	
              if
                telecopied, on the date of transmission if before 5:00 p.m. (Dallas
                time)
                on a business day or otherwise on the next business day, provided
                that a
                confirmation of a receipt of any such telecopy is obtained and retained
                by
                the sending party and that a hard copy of such notice is also sent
                pursuant to (c) or (d) below or by first class U.S. mail;
                or

            


    

    


    
      	 	
              (c)

            	
              if
                by overnight courier, on the first business day after delivery to
                the
                courier; or

            


    

    


    
      	 	
              (d)

            	
              if
                by certified or registered U.S. mail, return receipt requested, on
                the
                fourth day after deposit in the mail postage prepaid. For purposes
                of this
                Agreement the term “business day” shall mean a day on which banks are open
                for business in Dallas. Any party listed below may change the address
                to
                which notices are to be sent hereunder by giving notice per and in
                the
                manner set forth herein (of such change of address to all of the
                other
                parties entitled to receive notice
                hereunder).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              If
                to Landry Marks:

            	
              Landry
                Marks Partners LP

            
	 	
              8401
                North Central Expressway, Suite 850

            
	 	
              Dallas,
                Texas 75225

            
	 	
              Telecopier
                Number: (214) 368-9130

            
	 	
              Attention:
                Mr. Tom Landry

            
	 	 
	
              With
                copy to:

            	
              Patton
                Boggs, LLP

            
	 	
              2001
                Ross Avenue, Suite 3000

            
	 	
              Dallas,
                Texas 75201

            
	 	
              Attention:
                Matthew Fontane, Esq.

            
	 	
              Telecopier
                Number: (214) 758-1550

            
	 	 
	
              If
                to YA Global:

            	
              YA
                Global Investments, L.P.

            
	 	
              c/o
                Yorkville Advisors LLC

            
	 	
              101
                Hudson Street – Suite 3700

            
	 	
              Jersey
                City, New Jersey 07302

            
	 	
              Telecopier
                Number: (201) 985-8266

            
	 	
              Attention:
                David Fine, Esq.

            
	 	 
	
              With
                a Copy to:

            	
              Riemer
                & Braunstein, LLP

            
	 	
              Three
                Center Plaza

            
	 	
              Boston,
                Massachusetts 02109

            
	 	
              Attn:
                Douglas K. Clarke, Esq.

            
	 	
              Telecopier
                No. (617) 692-3485

            
	 	 
	
              If
                to the Borrower:

            	
              TXP
                Corporation

            
	 	
              1299
                Commerce Drive

            
	 	
              Richardson,
                Texas 75081

            
	 	
              Telecopier
                Number: (214) 575-9314

            
	 	
              Attention:
                Chris Ryan, Chief Financial Officer

            


    

    


    27. BORROWER’S
      OBLIGATIONS ABSOLUTE

    


    The
      provisions of this Agreement set forth the relative rights and obligations
      of
      the Creditors with respect to the Collateral, and nothing contained in this
      Agreement shall impair, as between the Borrower, on the one hand, and any
      Creditor, on the other hand, the obligation of the Borrower to pay such Creditor
      all amounts payable in respect of such Creditor’s Credit Facilities as and when
      the same shall become due and payable in accordance with the terms of such
      Creditor’s Credit Documents, or prevent any Creditor (except as expressly
      otherwise provided in this Agreement) from exercising all rights, powers and
      remedies otherwise permitted by its Credit Documents and by applicable law
      upon
      a Default or Event of Default under any of its Credit Documents.

    


    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREFORE,
      the
      parties hereby have executed or caused this Agreement to be executed on their
      behalf by their duly authorized representatives as of the date first above
      written.

    


    
      	 	
              TXP
                CORPORATION,

            
	 	 	 
	 	
              By:

            	
              /s/Michael
                C. Shores

            
	 	 	
              Name:
                Michael C. Shores

            
	 	 	
              Title:
                President and Chief Executive Officer

            
	 	 	 
	 	
              CREDITORS:

            
	 	 	 
	 	
              LANDRY
                MARKS PARTNERS LP,

            
	 	 	 
	 	
              By:

            	
              Landry
                Marks GP LLC, a Texas limited liability company, its General
                Partner

            
	 	 	 
	 	
              By:

            	/s/
              Tolbert B. Marks
	 	 	
            	
              Tolbert
                B. Marks, Manager

            
	 	 	 
	 	
              YA
                GLOBAL INVESTMENTS, L.P.,

            
	 	 	 
	 	
              By:

            	
              Yorkville
                Advisors, LLC,

            
	 	 	
              its
                investment manager

            
	 	 	 
	 	
              By:

            	
              /s/
                Troy Rillo

            
	 	 	
              Name:
                Troy Rillo

            
	 	 	
              Title:
                Senior Managing Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      1

    Landry
      Marks Credit Agreement

    


    Factoring
      and Security Agreement, dated as of August 13, 2008, among the Borrower and
      Landry Marks, as modified from time to time 



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      2

    YA
      Global Credit Agreement

    


    Securities
      Purchase Agreement, dated
      as
      of May 29, 2008 by and between the Borrower and YA Global;

    


    Senior
      Secured Convertible Debentures dated as of May 29, 2008 in the original
      principal amount of $5,725,000 issued by Borrower to YA Global;

    


    Security
      Agreement dated as of May 29, 2008 granted by Borrower in favor of YA Global,
      as
      modified from time to time;

    


    Intellectual
      Property Security Agreement dated as of May 29, 2008 granted by Borrower in
      favor of YA Global, as modified from time to time;

    


    Securities
      Purchase Agreement, dated as of March 30, 2007 by and between the Borrower
      and
      YA Global;

    


    Secured
      Convertible Debentures dated as of March 30, 2007 in the original principal
      amount of $5,000,000 issued by Borrower to YA Global;

    


    Security
      Agreement dated as of March 30, 2007 granted by Borrower in favor of YA Global,
      as modified from time to time;

    


    Securities
      Purchase Agreement, dated as of June 5, 2006, by and between the Borrower and
      YA
      Global;

    


    Secured
      Convertible Debentures dated as of June 5, 2006 in the original principal amount
      of $550,000 issued by Borrower to YA Global; and

    


    Security
      Agreement dated as of June 5, 2006 granted by Borrower in favor of YA Global,
      as
      modified from time to time.