FACTORING
        AND SECURITY AGREEMENT

       

      THIS
        FACTORING AND SECURITY AGREEMENT is made as of August 13, 2008 by and between
        TXP CORPORATION, a Nevada Corporation (“Seller”) and LANDRY MARKS PARTNERS LP, a
        Texas limited partnership (“Purchaser”).

       

      1.
        Definitions.
        The
        following terms used herein shall have the following meaning. All capitalized
        terms not herein defined shall have the meaning set forth in the Uniform
        Commercial Code:

       

      1.1.
        “Account”–
this
        term shall have the same definition as given to it in the Uniform Commercial
        Code. 

       

      1.2.
        “Advance”
        –
for
        each Purchased Account, the Face Amount minus Initial Discount minus the
        product
        of (A) the Reserve Percentage multiplied by (B) the Face Amount. 

       

      1.3.
        “Account
        Debtor” –
this
        term shall have the same definition as given to it in the Uniform Commercial
        Code. 

       

      1.4.
        “Avoidance
        Claim”
        - any
        claim that any payment received by Purchaser from or for the account of an
        Account Debtor is avoidable under the Bankruptcy Code or any other debtor
        relief
        statute.

       

      1.5.
        “Chosen
        State” -
         Texas.

       

      1.6.
        “Clearance
        Days”
-
        three
        (3) business days for all payments.

       

      1.7.
        “Closed”
        - a
        Purchased Account is closed upon the first to occur of (i) receipt of full
        payment by Purchaser or (ii) the unpaid Face Amount has been charged to the
        Reserve Account by Purchaser pursuant to the terms hereof.

       

      1.8.
        Section
        not used. 

       

      1.9.
        “Collateral”
        - all
        now
        owned and hereafter acquired Accounts and other receivables, Instruments
        and
        other forms of obligations and rights to payment of the Seller, Chattel Paper,
        including Promissory Notes, Investment Property, Documents, and General
        Intangibles, together with the proceeds thereof (including proceeds of
        proceeds), all goods, services and inventory represented by such Accounts
        and
        all such goods, services and inventory that may be returned by the company’s
        customers, and all proceeds of any insurance thereon.

       

      1.10.
        “Discounts”–
the
        Initial Discount and the Additional Discount.

       

      1.11.
        “Eligible
        Account” -
        an
        Account which is acceptable for purchase as determined by Purchaser in the
        exercise of its reasonable sole credit or business judgment.

       

      1.12.
        “Events
        of Default”
        - See
        Section 14.1.

       

      1.13.
        “Face
        Amount”
        - the
        face amount due on a Purchased Account at the time of Purchase. 

       

      1.14.
        “Additional
        Discount” –
a
        discount in the amount of one percent (1%) of the Face Amount of a Purchased
        Account.

       

      1.15.
        Section
        not used.

       

      1.16.
        “Initial
        Discount”–
two
        percent (2%) of the Face Amount.

    

    
      


      
        
          
          

        

        
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      1.17.
        “Invoice”
        - the
        document that evidences or is intended to evidence an Account. Where the
        context
        so requires, reference to an Invoice shall be deemed to refer to the Account
        to
        which it relates.

       

      1.18.
        “Ineligible
        Account Date”
        - the
        date which is sixty (60) days from the date on which a Purchased Account
        was
        purchased or ninety (90) days from the invoice date of a Purchased Account,
        whichever comes first. 

       

      1.19.
        “Maximum
        Amount”-
        $1,500,000

       

      1.20.
        “Misdirected
        Payment Fee”
        -
        fifteen percent (15%) of the amount of any payment on account of a Purchased
        Account which has been received by Seller and not delivered in kind to Purchaser
        on the second business day following the date of receipt by Seller.

       

      1.21.
        “Missing
        Notation Fee”–
fifteen
        percent (15%) of the Face Amount.

       

      1.22.
        “Obligations”
        - all
        present and future obligations owing by Seller to Purchaser whether or not
        for
        the payment of money, whether or not evidenced by any note or other instrument,
        whether direct or indirect, absolute or contingent, due or to become due,
        joint
        or several, primary or secondary, liquidated or unliquidated, secured or
        unsecured, original or renewed or extended, whether arising before, during
        or
        after the commencement of any bankruptcy case in which Seller is a Debtor.
        

       

      1.23.
        “Parties”
        -
        Seller
        and Purchaser. 

       

      1.24.
        “Purchase
        Price”
        - the
        Face Amount less the Discounts.

       

      1.25.
        “Purchased
        Accounts”–
        Eligible Accounts purchased hereunder which have not been
        Repurchased.

       

      1.26.
        “Repurchased”
        -
        an
        Account has been repurchased when Seller has paid to Purchaser the then unpaid
        Face Amount.

       

      1.27.
        “Required
        Reserve Amount” -
        the
        Reserve Percentage multiplied by the unpaid balance of Purchased Accounts.
        

       

      1.28.
        “Reserve
        Account”
        - a
        bookkeeping account on the books of the Purchaser representing an unpaid
        portion
        of the Purchase Price, maintained by Purchaser to ensure Seller's performance
        with the provisions hereof. 

       

      1.29.
        “Reserve
        Percentage”–
fifteen
        percent (15%).

       

      1.30.
        “Reserve
        Shortfall”
        - the
        amount by which the Reserve Account is less than the Required Reserve
        Amount.

       

      1.31.
        “Schedule
        of Accounts”
        - a form
        supplied by Purchaser from time to time wherein Seller lists such of its
        Accounts as it requests that Purchaser purchase under the terms of this
        Agreement.

       

      2.
        Sale;
        Purchase Price; Billing; Reserve 

       

      2.1.
        Assignment
        and Sale.
        

       

      2.1.1.
        Seller shall sell to Purchaser as absolute owner, with full recourse, such
        of
        Seller's Accounts as are listed from time to time on Schedules of Accounts,
        a
        specimen copy of which is annexed hereto as Exhibit
        B.

       

      2.1.2.
        Each Schedule of Accounts shall be accompanied by such documentation supporting
        and evidencing the Account as Purchaser shall from time to time
        request.

       

      
        
          
          

        

        
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      2.1.3.
        Purchaser shall have the right, but not the obligation, to purchase from
        Seller
        such Accounts as Purchaser in its sole discretion determines to be Eligible
        Accounts, so long as the aggregate Face Amount of Accounts, less payments
        received on such Accounts does not exceed, before and after such purchase,
        the
        Maximum Amount.

       

      2.1.4.
        Purchaser shall pay the Advance, less any amounts due to Purchaser from Seller,
        of any Purchased Account, to Seller whereupon the Accounts shall be deemed
        purchased hereunder. 

       

      2.2.
        Billing.
        Purchaser may send a monthly statement to all Account Debtors itemizing their
        account activity during the preceding billing period. All Account Debtors
        will
        be instructed to make payments to Purchaser prior
        to
        an Account being purchased by Purchaser.

       

      2.3.
        Reserve
        Account.
        

       

      2.3.1.
        Seller shall pay to Purchaser, on demand, the amount of any Reserve
        Shortfall. 

       

      2.3.2.
        Provided no Event of Default has occurred which is continuing, Purchaser
        shall
        pay to Seller upon Seller's request, any amount by which the Reserve Account
        exceeds the Required Reserve Amount; provided, that Seller shall be entitled
        to
        make such demand not more than twice in any one (1) month, Notwithstanding,
        Purchaser may retain all Reserve Amounts to be applied to Seller’s Obligations.


       

      2.3.3.
        Purchaser may charge the Reserve Account with any Obligation, including any
        amounts due from Seller to Purchaser hereunder. 

       

      2.3.4.
        Purchaser may pay any amounts due Seller hereunder by a credit to the Reserve
        Account;

       

      2.3.5.
        Upon termination of this Agreement, Purchaser may retain the Reserve
        Account:

       

      2.3.5.1.
        for forty-five (45) days thereafter to be applied to payment of any Obligations
        that were unknown to Purchaser at the time of termination, and 

       

      2.3.5.2.
        unless and until Seller has executed and delivered to Purchaser a general
        release in the form of Exhibit A hereto.

       

      3.
        Authorization
        for Purchases.
        Subject
        to the terms and conditions of this Agreement, Purchaser is authorized to
        purchase Accounts upon telephonic, facsimile or other instructions received
        from
        anyone purporting to be an officer, employee or representative of Seller.
        

       

      4.
        Additional
        Discounts, Fees and Expenses.
        Seller
        shall pay to Purchaser: 

       

      4.1.
        Additional
        Discount.
        The
        Additional Discount, on all accounts not Closed within 45 days after purchase
        will be charged on the 46st
        day
        after purchase and every 15 days thereafter, which amount may also be charged
        against the Reserve Account until such Account is Closed.

       

      4.2.
        Misdirected
        Payment Fee.
        Any
        Misdirected Payment Fee immediately upon its accrual. 

       

      4.3.
        Missing
        Notation Fee.
        The
        Missing Notation Fee on any Invoice that is sent by Seller to an Account
        Debtor
        which does not contain the notice as required by Section 10.5
        hereof,
        which fee shall be due and payable immediately upon demand from
        Purchaser.

       

      4.4.
        Section
        not used. 


      
        
          
          

        

        
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      4.5.
        Out-of-pocket
        Expenses.
        The
        reasonable, out-of-pocket expenses directly incurred by Purchaser in the
        negotiation, execution, administration and/or enforcement of this Agreement,
        such as wire transfer fees, legal fees, postage and audit fees. 

       

      5.
        Repurchase
        Of Accounts.
        Purchaser may require that Seller repurchase, by payment of the then unpaid
        Face
        Amount thereof, together with any unpaid Discounts and/or fees relating to
        the
        Purchased Account within five (5) business days after written demand from
        Purchaser, or, immediately without written demand or notice from Purchaser,
        at
        Purchaser's option, by Purchaser's charge to the Reserve Account: 

       

      5.1.
        Any
        Purchased Account, the payment of which has been disputed by the Account
        Debtor
        obligated thereon, Purchaser being under no obligation to determine the merit
        or
        validity of such dispute;

       

      5.2.
        Any
        Purchased Account for which Seller has breached its warranty under Section
        12
        hereunder;

       

      5.3.
        Any
        Purchased Account owing from an Account Debtor which in Purchaser’s reasonable
        credit judgment has become insolvent;

       

      5.4.
        All
        Purchased Accounts upon the occurrence of an Event of Default, or upon the
        termination date of this Agreement; and 

       

      5.5.
        Any
        Purchased Account which remains unpaid beyond the Ineligible Account
        Date.

       

      6.
        Security
        Interest.
        

       

      6.1.
        As
        collateral securing the Obligations, Seller grants to Purchaser a continuing
        first priority security interest in and to the Collateral. 

       

      6.2.
        Notwithstanding the creation of the above security interest, the relationship
        of
        the parties shall be that of Purchaser and Seller of Accounts, and not that
        of
        lender and borrower. 

       

      7.
        Clearance
        Days.
        For all
        purposes under this Agreement, Clearance Days will be added to the date on
        which
        any payment is received by Purchaser. 

       

      8.
        Authorization
        to Purchaser.
        

       

      8.1.
        Seller hereby irrevocably authorizes Purchaser at Seller's expense, to exercise
        at any time any of the following powers until all of the Obligations have
        been
        paid in full: (a) receive, take, endorse, assign, deliver, accept and deposit,
        in the name of Purchaser or Seller, any and all cash, checks, commercial
        paper,
        drafts, remittances and other instruments and documents relating to the
        Collateral, the Purchased Accounts or the proceeds thereof, (b) take or bring,
        in the name of Purchaser or Seller, all steps, actions, suits or proceedings
        deemed by Purchaser necessary or desirable to effect collection of or other
        realization upon the Accounts and other Collateral, (c) after an Event of
        Default, change the address for delivery of mail to Seller and to receive
        and
        open mail addressed to Seller, (d) after an Event of Default, extend the
        time of
        payment of, compromise or settle for cash, credit, return of merchandise,
        and
        upon any terms or conditions, any and all Accounts or other Collateral which
        includes a monetary obligation and discharge or release any Account Debtor
        or
        other obligor (including filing of any public record releasing any lien granted
        to Seller by such account debtor), without affecting any of the Obligations,
        (e)
        pay any sums necessary to discharge any lien or encumbrance which is senior
        to
        Purchaser's security interest in the Collateral, which sums shall be included
        as
        Obligations hereunder, and in connection with which sums interest shall accrue
        and shall be due and payable at the lesser of 18% per annum or the highest
        lawful rate, (f) file in the name of Seller or Purchaser or both, (1) mechanics
        lien or related notices or (2) claims under any payment bond, in connection
        with
        goods or services sold by Seller in connection with the improvement of realty,
        and (g) notify any Account Debtor obligated with respect to any Account,
        that
        the underlying Account has been assigned to Purchaser by Seller and that
        payment
        thereof is to be made to the order of and directly and solely to Purchaser,
        and
        (h) communicate directly with Seller’s Account Debtors to verify the amount and
        validity of any Account created by Seller.


      
        
          
          

        

        
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      8.2.
        Seller authorizes Purchaser at any time and from time to time to file any
        initial financing statements and amendments thereto that:

       

      8.2.1.
        indicate the Collateral as all account of the Seller or words of similar
        effect,
        regardless of whether any particular asset comprised in the Collateral falls
        within the scope of Article 9 of the UCC, or as being of an equal or lesser
        scope or with greater detail;

       

      8.2.2.
        contain any other information required by Article 9 of the UCC for the
        sufficiency or filing office acceptance of any financing statement or amendment,
        including (i) whether the Seller is an organization, the type of organization,
        and any organization identification number issued to the Seller; 

       

      8.2.3.
        contain a notification that the Seller has granted a negative pledge to the
        Purchaser, and that any subsequent lienor may be tortuously interfering with
        Purchaser’s rights; and

       

      8.2.4.
        advises third parties that any notification of Seller’s Account Debtors will
        interfere with Purchaser’s collection rights.

       

      8.3.
        Seller hereby releases and exculpates Purchaser, its officers, employees
        and
        designees, from any liability arising under this Agreement or in furtherance
        thereof, whether of omission or commission, and whether based upon any error
        of
        judgment or mistake of law or fact, except for gross negligence and willful
        misconduct. In no event will Purchaser have any liability to Seller for lost
        profits, punitive, exemplary, speculative or other special or consequential
        damages, except for gross negligence and willful misconduct. Without limiting
        the generality of the foregoing, Seller releases Purchaser from any claims
        which
        Seller may now or hereafter have arising out of Purchaser's endorsement and
        deposit of checks issued by Seller's customers stating that they were in
        full
        payment of an Account, but issued for less than the full amount which may
        have
        been owed on the Account

       

      8.4.
        Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller
        any checks tendered by an Account Debtor “in full payment” of its obligation to
        Seller. Seller hereby waives, and agrees that it shall not assert against
        Purchaser any claim arising therefrom, irrespective of whether such action
        by
        Purchaser effects an accord and satisfaction of Seller's claims under the
        Uniform Commercial Code, or otherwise. 

       

      9.
        ACH
        Authorization.
        In
        order to satisfy any of the Obligations, Purchaser is hereby authorized by
        Seller to initiate electronic debit or credit entries through the ACH system
        to
        any deposit account maintained by Seller wherever located. 

       

      10.
        Covenants
        By Seller.
        

       

      10.1.
        Seller shall not, without the prior written consent of Purchaser in each
        instance, (a) grant any extension of time for payment of any of the Accounts,
        (b) compromise or settle any of the Accounts for less than the full amount
        thereof, (c) release in whole or in part any Account Debtor, or (d) grant
        any
        credits, discounts, allowances, deductions, return authorizations or the
        like
        with respect to any of the Accounts.

       

      10.2.
        From time to time as requested by Purchaser, at the sole expense of Seller,
        Purchaser or its designee shall have unrestricted access, during reasonable
        business hours if prior to an Event of Default and at any time if on or after
        an
        Event of Default, to all premises where the Collateral is located for the
        purposes of inspecting (and removing, if after the occurrence of an Event
        of
        Default) any of the Collateral, including Seller's books and records, and
        Seller
        shall permit Purchaser or its designee to make copies of such books and records
        or extracts therefrom as Purchaser may request. 

       

      10.3.
        Seller shall furnish to Purchaser on a monthly basis such financial statements
        and other financial information as Purchaser may from time to time request.
        All
        such financial statements shall show all material contingent liabilities
        and
        shall accurately and fairly present the results of operations and the financial
        condition of Seller at the dates and for the period indicated. Without
        limitation of the foregoing, Seller shall furnish to Purchaser the following
        statements: 


      
        
          
          

        

        
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      10.3.1.
         Income
        statements of the Seller dated as of the last day of each month, to be delivered
        within 20 days after the end of each month and certified by Seller as true,
        correct, and complete, and yearly income statements of Seller to be delivered
        within 90 days after the end of each fiscal year and certified by Seller
        as
        true, correct, and complete.

       

      10.3.2.
         Schedules
        containing the aging of accounts receivable and accounts payable of the Seller
        dated as of the last day of each month, to be delivered within 5 business
        days
        after the end of each month and certified by the Seller to be true, correct
        and
        complete.

       

      10.3.3.
         Annual
        balance sheets and financial statements from Seller within 105 days of the
        end
        of each fiscal year of the reporting party, which are true and correct in
        all
        respects, have been prepared in accordance with GAAP, and fairly present
        the
        financial condition(s) of the person(s) referred to therein as of the date(s)
        indicated. 

       

      10.3.4.
        If Seller fails to furnish or cause to be furnished promptly any report required
        above, or if Purchaser reasonably deems such reports to be unacceptable,
        Purchaser may elect (in addition to exercising any other right and remedy)
        to
        conduct an audit of all books and records of Seller and/or prepare the statement
        or statements which Seller failed to procure and deliver. Such audit shall
        be
        made and such statement or statements shall be prepared by an independent
        firm
        of certified public accountants to be selected by Purchaser. Seller shall
        pay
        all reasonable expenses of the audit and other services, which expenses shall
        be
        immediately due and payable.

       

      10.4.
        Without expense to Purchaser, Purchaser may use any of Seller's personnel,
        equipment, including computer equipment, programs, printed output and computer
        readable media, supplies and premises for the collection of Accounts and
        realization on other Collateral as Purchaser, in its sole discretion, deems
        appropriate. Seller hereby irrevocably authorizes all accountants and third
        parties to disclose and deliver to Purchaser at Seller's expense all financial
        information, books and records, work papers, management reports and other
        information in their possession relating to Seller. 

       

      10.5.
        Before sending any Invoice to an Account Debtor, Seller shall mark same with
        a
        notice of assignment as may be required by Purchaser.

       

      10.6.
        Seller shall pay when due all payroll and other taxes, and shall provide
        proof
        thereof to Purchaser in such form as Purchaser shall reasonably require.
        

       

      10.7.
        Except as is set forth in the Intercreditor Agreement by and between Seller,
        Purchaser and YA Global Investments, L.P., Seller shall not create, incur,
        assume or permit to exist any lien upon or with respect to any Collateral
        now
        owned or hereafter acquired by Seller with the sole exception of existing
        liens
        filed on Sellers equipment. 

       

      10.8.
        Seller shall maintain insurance on all insurable property owned or leased
        by
        Seller in the manner, to the extent and against at least such risks (in any
        event, including but not limited to fire and business interruption insurance)
        as
        usually maintained by owners of similar businesses and properties in similar
        geographic areas. All such insurance shall be in amounts and form and with
        insurance companies acceptable to Purchaser in its reasonable discretion.
        Seller
        shall furnish to Purchaser: (a) upon written request, any and all information
        concerning such insurance carried; (b) as requested by Purchaser, loss payee
        endorsements (or their equivalent) in favor of Purchaser. All policies of
        insurance shall provide for not less than thirty (30) day’s prior written
        cancellation notice to Purchaser. 

       

      10.9.
        Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee,
        Seller shall deliver in kind to Purchaser on the next banking day following
        the
        date of receipt by Seller of the amount of any payment on account of a Purchased
        Account.


      
        
          
          

        

        
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      10.10.
        Avoidance
        Claims.

       

      10.10.1.
        Seller shall indemnify Purchaser from any loss arising out of the assertion
        of
        any Avoidance Claim and shall pay to Purchaser on demand the amount
        thereof.

       

      10.10.2.
        Seller shall notify Purchaser within two business days of it becoming aware
        of
        the assertion of an Avoidance Claim.

       

      10.10.3.
        This provision shall survive termination of this Agreement.

       

      11.
        Account
        Disputes.
        Seller
        shall notify Purchaser promptly of and, if requested by Purchaser, will settle
        all disputes concerning any Purchased Account, at Seller's sole cost and
        expense. Purchaser may, but is not required to, attempt to settle, compromise,
        or litigate (collectively, “Resolve”) the dispute upon such terms as Purchaser
        in its sole discretion deem advisable, for Seller's account and risk and
        at
        Seller's sole expense. Upon the occurrence of an Event of Default Purchaser
        may
        Resolve such issues with respect to any Account of Seller. 

       

      12.
        Representation
        and Warranties .
        Seller
        represents and warrants that: 

       

      12.1.
        It
        is fully authorized to enter into this Agreement and to perform hereunder;
        

       

      12.2.
        This Agreement constitutes the legal, valid and binding obligation of Seller,
        enforceable against Seller in accordance with its terms (except as such
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting the enforcement
        of
        creditors’ rights generally); and 

       

      12.3.
        Seller is in good standing in the State of its organization.

       

      12.4.
        Each Purchased Account is and will remain:

       

      12.4.1.
        a
        bona fide existing obligation created by the sale and delivery of conforming
        goods or the rendition of services in the ordinary course of Seller’s business,
        and all underlying goods have been delivered to the Account Debtor, or all
        underlying services have been rendered by the Seller, in complete fulfillment
        of
        all of the terms and conditions of the contract relating to payment of the
        Account with the Account Debtor (a true and complete copy of which contract
        having been delivered to Purchaser if the contract is written), and the Account
        Debtor has accepted the goods or services to which the Account
        relates;

       

      12.4.2.
        denominated and payable only in United States dollars and constitutes the
        legal,
        valid and binding payment obligation of the Account Debtor, enforceable in
        accordance with its terms (except as such enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or other similar
        laws affecting the enforcement of creditors’ rights generally);

       

      12.4.3.
        current and not past due as of the date of purchase by Purchaser, and has
        not
        been paid by or on behalf of the Account Debtor in whole or in part, and
        is not
        and will not be subject to any dispute, rescission, set-off, recoupment,
        defense
        or claim by the Account Debtor, whether relating to the price, quality,
        quantity, workmanship, delay in delivery, set off, counterclaim or otherwise,
        and the Account Debtor has not and will not claim any defense of any kind
        or
        character (other than bankruptcy or insolvency arising after the date of
        such
        sale of such account to Purchaser hereunder) against payment of such account;
        ;

       

      12.5.
        No
        Purchased Account is from a sale of goods or rendition of services to an
        entity
        which is affiliated with Seller. Each Purchased Account has resulted from
        an
“arms length” transaction with the applicable Account Debtor.

       

      12.6.
        Seller has not received notice of any actual, imminent, or threatened
        bankruptcy, insolvency, or material impairment of the financial condition
        of any
        applicable Account Debtor liable under a Purchased Account.
        Seller
        has no knowledge of any fact which would lead it to expect that, as of the
        date
        of sale of such account to Purchaser, that such Account will not be paid
        in the
        full stated amount when due.


      
        
          
          

        

        
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      Each
        representation and warranty of Seller contained in this Agreement shall be
        deemed to be made at and as of the date hereof and at and as of the date
        of each
        sale of Accounts to Purchaser hereunder.

       

      13.
        Representation
        and Warranties of Purchaser.
        Purchaser represents and warrants that:

       

      13.1 It
        is
        fully authorized to enter into this Agreement and to perform
        hereunder;

       

      13.2 This
        Agreement constitutes the legal, valid and binding obligation of Purchaser,
        enforceable against Purchaser in accordance with its terms (except as such
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting the enforcement
        of
        creditors’ rights generally); and 

       

      13.3 Purchaser
        is in good standing in the State of its organization.

       

      13.4 The
        execution, delivery and performance of this Agreement has been duly authorized
        by Purchaser's Board of Directors and will not violate any law or any order
        of
        any court or government agency applicable to Purchaser, as the case may be,
        or
        the Certificate of Incorporation or Bylaws of Purchaser, and will not result
        in
        any breach of or default under, or, except as expressly provided herein,
        result
        in the creation of any encumbrance upon any of the assets of Purchaser pursuant
        to the terms of any agreement or instrument by which Purchaser or any of
        its
        assets may be bound. No approval of or filing with any governmental authority
        is
        required for Purchaser to enter into, execute or perform this
        Agreement

       

      14.
        Default.
        

       

      14.1.
        Events
        of Default.
        The
        following events will constitute an Event of Default hereunder: 

       

      14.1.1.
        A
        default or breach occurs which is not cured within any applicable grace period
        or waived in writing in the payment of any amount with respect to any
        indebtedness of Seller or any of Seller's affiliates in excess of $50,000
        individually or in the aggregate, or in the performance, observance or
        fulfillment of any provision contained in any agreement, contract, document
        or
        instrument to which Seller or any of Seller's affiliates is a party or to
        which
        any of their properties or assets are subject or bound (1) under or pursuant
        to
        which any indebtedness in excess of $50,000 individually or in the aggregate
        was
        issued, created, assumed, guaranteed or secured and such default or breach
        continues for more than any applicable grace period or permits the holder
        of any
        such indebtedness to accelerate the maturity thereof, or (2) that is between
        Seller or any of Seller's affiliates and Landry Marks or YA Global Investments
        LP or their affiliates after giving effect to any required notice or cure
        period
        thereunder,


      14.1.2.
        Seller defaults in the payment of any Obligations or in the performance of
        any
        provision hereof or of any other agreement now or hereafter entered into
        with
        Purchaser, or any warranty or representation contained herein proves to be
        false
        in any way, howsoever minor, 

       

      Seller
        or
        any guarantor of the Obligations becomes subject to any debtor-relief
        proceedings,

       

      14.1.3.
        any such guarantor fails to perform or observe any of such Guarantor's
        obligations to Purchaser or shall notify Purchaser of its intention to rescind,
        modify, terminate or revoke any guaranty of the Obligations, or any such
        guaranty shall cease to be in full force and effect for any reason whatever,
        

       

      Purchaser
        for any reason, in good faith, deems itself insecure with respect to the
        prospect of repayment or performance of the Obligations;
        

       

      14.1.4.
        Seller:

       

      
        	
              	14.1.4.1.	
                Executes
                  an assignment for the benefit of creditors, or takes any action
                  in
                  furtherance thereof; or (B) admits in writing its inability to
                  pay, or
                  fails to pay, its debts generally as they become due; or (C) as
                  a debtor,
                  files a petition, case, proceeding or other action pursuant to,
                  or
                  voluntarily seeks the benefit or benefits of, Title 11 of the United
                  States Code as now or hereafter in effect or any other federal,
                  state or
                  local law, domestic or foreign, as now or hereafter in effect relating
                  to
                  bankruptcy, insolvency, liquidation, receivership, reorganization,
                  arrangement, composition, extension or adjustment of debts, or
                  similar
                  laws affecting the rights of creditors (Title 11 of the United
                  States Code
                  and such other laws being herein called "Debtor
                  Relief Laws"),
                  or takes any action in furtherance thereof; or (D) seeks the appointment
                  of a receiver, trustee, custodian or liquidator of the Project
                  or any part
                  thereof or of any significant portion of its other property;
                  or

              


      

       

      
        
           

        

        
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              	14.1.4.2.	
                Suffers
                  the filing of a petition, case, proceeding or other action against
                  it as a
                  debtor under any Debtor Relief Law or seeking appointment of a
                  receiver,
                  trustee, custodian or liquidator of the Collateral or any part
                  thereof or
                  of any significant portion of its other property, and (A) admits,
                  acquiesces in or fails to contest diligently the material allegations
                  thereof, or (B) the petition, case, proceeding or other action
                  results in
                  entry of any order for relief or order granting relief sought against
                  it,
                  or (C) in a proceeding under Debtor Relief Laws, the case is converted
                  from one chapter to another, or (D) fails to have the petition,
                  case,
                  proceeding or other action permanently dismissed or discharged
                  on or
                  before the earlier of trial thereon or sixty (60) days next following
                  the
                  date of its filing; or

              


      

       

      
        	
              	14.1.4.3.	
                Conceals,
                  removes, or permits to be concealed or removed, any part of its
                  property,
                  with intent to hinder, delay or defraud its creditors or any of
                  them, or
                  makes or suffers a transfer of any of its property which may be
                  fraudulent
                  under any bankruptcy, fraudulent conveyance or similar law; or
                  makes any
                  transfer of its property to or for the benefit of a creditor at
                  a time
                  when other creditors similarly situated have not been paid; or
                  suffers or
                  permits, while insolvent, any creditor to obtain a lien upon any
                  of its
                  property through legal proceedings which are not vacated and such
                  lien
                  discharged prior to enforcement thereof and in any event within
                  sixty (60)
                  days from the date thereof; or

              


      

       

      
        	
              	14.1.4.4.	
                Fails
                  to have discharged within a period of ten (10) days any attachment,
                  sequestration, or similar writ levied upon any of its property;
                  or

              


      

       

      
        	
              	14.1.4.5.	
                Fails
                  to pay any final money judgment against it; provided
                  that,
                  Seller shall have the opportunity to cure such non-payment within
                  five (5)
                  business days after such default..

              


      

       

      14.2.
        Notice.
        SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE
        ACT OR
        OTHERWISE OF ANY ACCELERATION OF SELLER’S OBLIGATIONS HEREUNDER. FURTHER,
        PURCHASER'S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR
“PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM THERETO.


       

      14.3.
        Effect
        of Default.
        

       

      14.3.1.
        Upon the occurrence of any Event of Default, in addition to any rights Purchaser
        has under this Agreement or applicable law, Purchaser may immediately terminate
        this Agreement, at which time all Obligations shall immediately become due
        and
        payable without notice. 

       

      15.
        Account
        Stated.
        From
        time to time during the term of this Agreement, Purchaser may render to Seller
        a
        statement setting forth the transactions arising hereunder. Each statement
        shall
        be considered correct and binding upon Seller as an account stated, except
        to
        the extent that Purchaser receives, within ten (10) days after the mailing
        of
        such statement, written notice from Seller of any specific exceptions by
        Seller
        to that statement, and then it shall be binding against Seller as to any
        items
        to which it has not objected. 


      
        
          
          

        

        
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      16.
        Waiver.
        No
        failure to exercise and no delay in exercising any right, power, or remedy
        hereunder shall impair any right, power, or remedy which Purchaser may have,
        nor
        shall any such delay be construed to be a waiver of any of such rights, powers,
        or remedies, or any acquiescence in any breach or default hereunder; nor
        shall
        any waiver by Purchaser of any breach or default by Seller hereunder be deemed
        a
        waiver of any default or breach subsequently occurring. All rights and remedies
        granted to Purchaser hereunder shall remain in full force and effect
        notwithstanding any single or partial exercise of, or any discontinuance
        of
        action begun to enforce, any such right or remedy. The rights and remedies
        specified herein are cumulative and not exclusive of each other or of any
        rights
        or remedies that Purchaser would otherwise have. Any waiver, permit, consent
        or
        approval by Purchaser of any breach or default hereunder must be in writing
        and
        shall be effective only to the extent set forth in such writing and only
        as to
        that specific instance. 

       

      17.
        Termination;
        Effective Date.
        

       

      17.1.
        This Agreement will be effective when accepted by Purchaser and shall be
        further
        annually extended automatically unless Seller shall indicate its intention
        to
        terminate at least thirty days prior to the next annual anniversary date
        hereof,
        whereupon this Agreement shall terminate on such anniversary date
        hereof.

       

      17.2.
        Purchaser may terminate this Agreement at any time upon giving Seller at
        least
        thirty (30) days prior written notice of termination, whereupon this Agreement
        shall terminate on the earlier date of the date set forth in such written
        notice
        or on the anniversary date hereof.

       

      17.3.
        Purchaser
        may, at its election, terminate this Agreement immediately and without the
        requirement of notice to Seller upon an Event of Default hereunder.


       

      17.4.
        Upon
        termination, Seller shall pay the Obligations to Purchaser, and Purchaser
        shall
        not purchase any Accounts from Seller.
        Termination of this Agreement shall not affect the rights and obligations
        of the
        parties hereunder with respect to transactions occurring on or prior to the
        date
        of such termination, and this Agreement shall continue to govern the rights
        and
        obligations of the parties hereto with respect to accounts purchased by
        Purchaser from
        Seller on or prior to the date of such termination. All security interests
        granted or contemplated by this Agreement shall survive the termination of
        this
        Agreement until all amounts payable to Purchaser with
        respect to transactions occurring on or prior to the date of termination
        have
        been paid to Purchaser, and Seller has performed all its obligations to
        Purchaser with respect to such transactions and all obligations under this
        Agreement including but not limited to payment of any fees owing
        hereunder.

       

      18.
        Amendment.
        Neither
        this Agreement nor any provisions hereof may be changed, waived, discharged
        or
        terminated, nor may any consent to the departure from the terms hereof be
        given,
        orally (even if supported by new consideration), but only by an instrument
        in
        writing signed by all parties to this Agreement. Any waiver or consent so
        given
        shall be effective only in the specific instance and for the specific purpose
        for which given. 

       

      19.
        No
        Lien Termination without Release.
        In
        recognition of the Purchaser's right to have its attorneys' fees and other
        expenses incurred in connection with this Agreement secured by the Collateral,
        notwithstanding payment in full of all Obligations by Seller, Purchaser shall
        not be required to record any terminations or satisfactions of any of
        Purchaser's liens on the Collateral unless and until Seller has executed
        and
        delivered to Purchaser a general release in the form of Exhibit A hereto.
        Seller
        understands that this provision constitutes a waiver of its rights under
§9-513
        of the UCC.
        

       

      20.
        Conflict.
        Unless
        otherwise expressly stated in any other agreement between Purchaser and Seller,
        if a conflict exists between the provisions of this Agreement and the provisions
        of such other agreement, the provisions of this Agreement shall control.
        

       

      21.
        Survival.
        All
        representations, warranties and agreements of Seller herein contained shall
        be
        effective so long as any portion of this Agreement remains
        executory.


      
        
          
          

        

        
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      22.
        Severability.
        In the
        event any one or more of the provisions contained in this Agreement is held
        to
        be invalid, illegal or unenforceable in any respect, then such provision
        shall
        be ineffective only to the extent of such prohibition or invalidity, and
        the
        validity, legality, and enforceability of the remaining provisions contained
        herein shall not in any way be affected or impaired thereby. 

       

      23.
        Enforcement.
        This
        Agreement and all agreements relating to the subject matter hereof is the
        product of negotiation and preparation by and among each party and its
        respective attorneys, and shall be construed accordingly. 

       

      24.
        Relationship
        of Parties.
        The
        relationship of the parties hereto shall be that of Seller and Purchaser
        of
        Accounts, and Purchaser shall not be a fiduciary of the Seller, although
        Seller
        may be a fiduciary of the Purchaser.

       

      25.
        Attorneys
        Fees.
        Seller
        agrees to reimburse Purchaser within five (5) business days from on demand
        for:


       

      25.1.
        the
        actual amount of all costs and expenses, including attorneys' fees, which
        Purchaser has incurred or may incur in: 

       

      25.1.1.
        negotiating, preparing, or administering this Agreement and any documents
        prepared in connection herewith, all of which shall be paid contemporaneously
        with the execution hereof; 

       

      25.1.2.
        any way arising out of this Agreement; 

       

      25.1.3.
        protecting, preserving or enforcing any lien, security interest or other
        right
        granted by Seller to Purchaser or arising under applicable law, whether or
        not
        suit is brought, including but not limited to the defense of any Avoidance
        Claims; 

       

      25.2.
        the
        actual costs, including photocopying (which, if performed by Purchaser's
        employees, shall be at the rate of $.10/page), travel, and attorneys' fees
        and
        expenses incurred in complying with any subpoena or other legal process
        attendant to any litigation in which Seller is a party;

       

      25.3.
        The
        actual amount of all costs and expenses, including attorneys' fees, which
        Purchaser may incur in enforcing this Agreement and any documents prepared
        in
        connection herewith, or in connection with any federal or state insolvency
        proceeding commenced by or against Seller, including those (i) arising out
        the
        automatic stay, (ii) seeking dismissal or conversion of the bankruptcy
        proceeding or (ii) opposing confirmation of Seller's plan thereunder.


       

      26.
        Entire
        Agreement.
        This
        Agreement supersedes all other agreements and understandings between the
        parties
        hereto, verbal or written, express or implied, relating to the subject matter
        hereof. No promises of any kind have been made by Purchaser or any third
        party
        to induce Seller to execute this Agreement. No course of dealing, course
        of
        performance or trade usage, and no parole evidence of any nature, shall be
        used
        to supplement or modify any terms of this Agreement. 

       

      27.
        Choice
        of Law.
        This
        Agreement and all transactions contemplated hereunder and/or evidenced hereby
        shall be governed by, construed under, and enforced in accordance with the
        internal laws of the Chosen State.

       

      28.
        JURY
        TRIAL WAIVER.
        IN
        RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL,
        THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
        ACTION
        OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH
        OR
        RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
        WITH
        RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
        WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER
        WAIVES
        ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
        WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED;
        AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION
        OR
        CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT
        ANY
        PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
        ANY
        COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
        OF
        THEIR RIGHT TO TRIAL BY JURY.


      
        
          
          

        

        
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      29.
        Venue;
        Jurisdiction.  Governing
        Law; Venue; Submission to Jurisdiction.
        THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF TEXAS WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
        THEREOF, EXCEPT TO THE EXTENT PERFECTION AND THE EFFECT OF PERFECTION OR
        NON-PERFECTION OF THE SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT OF
        ANY
        PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
        THE
        STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE BY THE PARTIES IN DALLAS COUNTY,
        TEXAS. SELLER AND PURCHASER EACH AGREE THAT DALLAS COUNTY, TEXAS SHALL BE
        THE
        EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING
        TO THIS AGREEMENT, AND THAT SUCH COUNTY IS A CONVENIENT FORUM IN WHICH TO
        DECIDE
        ANY SUCH DISPUTE OR CLAIM. SELLER AND PURCHASER EACH CONSENT TO THE PERSONAL
        JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN DALLAS COUNTY, TEXAS
        FOR
        THE LITIGATION OF ANY SUCH DISPUTE OR CLAIM. SELLER IRREVOCABLY WAIVES, TO
        THE
        FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
        HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A
        COURT
        AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
        IN AN INCONVENIENT FORUM

       

      30.
        Assignment.
        Purchaser may assign its rights and delegate its duties hereunder. Upon such
        assignment, Seller shall be deemed to have attorned to such assignee and
        shall
        owe the same obligations to such assignee and shall accept performance hereunder
        by such assignee as if such assignee were Purchaser. This Agreement is not
        assignable by Seller, unless consented to in writing by Purchaser. 

       

      31.
        Indemnification.
        Seller
        agrees to indemnify, defend and hold the Indemnified Persons (hereinafter
        defined) harmless from and against any and all loss, liability, obligation,
        damage, penalty, judgment, claim, deficiency and expense (including interest,
        penalties, attorneys’ fees and amounts paid in settlement) owing to any third
        party to which any Indemnified Person may become subject arising out of or
        based
        upon this Agreement as well as any prior relationship of Seller with any
        Indemnified Person, whether
        by alleged or actual negligence of any Indemnified Person,
        except
        and to the extent caused by the gross negligence or willful misconduct of
        any
        Indemnified Person. Where used herein, the term “Indemnified Persons” shall mean
        Purchaser and its partners, officers, members, employees, attorneys,
        representatives, agents, affiliates, successors and assigns.

       

      Waiver
        and Release.
        Seller,
        by its execution of this Agreement, does hereby covenant, warrant and represent
        that (i) Seller is not in default and no default exists under any prior
        agreements or transactions with Purchaser, (ii) Seller releases, relinquishes
        and waives any and all defenses to the enforceability of any prior agreements
        or
        transactions with Purchaser in connection therewith to which Seller may have
        otherwise been entitled as of the date hereof, (iii) Seller relinquishes,
        waives
        and releases Purchaser from any and all claims known or unknown which Seller
        may
        or might have against Purchaser arising directly or indirectly out of or
        from
        any prior agreements or transactions between Seller and Purchaser, (iv) the
        benefit received and to be received by Seller as a result of this Agreement
        shall and does constitute sufficient and valuable consideration to Seller
        for
        entering into and performing its obligations under this Agreement, (v) the
        execution, delivery and performance by Seller of this Agreement and the
        consummation of the transaction contemplated thereby are (a) not prohibited
        by
        any indenture, contract or agreement, law or corporate or partnership documents,
        including, but not limited to the Bylaws and Articles of Incorporation or
        Certificate of Incorporation, as the case may be, if Seller is a corporation,
        or
        Seller’s partnership agreement, if Seller is a partnership, (b) duly authorized
        by appropriate action of Seller, and (c) legally valid and binding obligations
        of Seller and will continue to be such and enforceable against the Seller
        according to their terms (except as such enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or other similar
        laws affecting the enforcement of creditors' rights generally), (vi) that
        this
        Agreement will be executed and delivered by properly authorized officers
        of
        Seller, (vii) Purchaser has no obligation to continue the prior agreements
        or
        enter into this Agreement except for the considerations herein expressed,
        and
        (viii) the representations and warranties set forth herein will survive the
        execution and delivery of this Agreement.


      
        
          
          

        

        
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      32.
        Notice. 

       

      32.1.
        All
        notices required to be given to any party other than Purchaser shall be deemed
        given upon the first to occur of (i) deposit thereof in a receptacle under
        the
        control of the United States Postal Service, (ii) deposit with a nationally
        recognized overnight courier (such as Federal Express, Airborne, or a similar
        courier), or (iii) actual receipt by such party or an employee or agent of
        such
        party. 

       

      32.2.
        All
        notices to Purchaser hereunder shall be deemed given upon actual receipt
        by one
        of the following officers of Purchaser: Tolbert Marks or Thomas Landry. For
        the
        purposes hereof, notices hereunder shall be sent to the addresses hereafter,
        or
        to such other addresses as each such party may in writing hereafter indicate.
        

       

      32.3.
        Counterparts.
        This
        Agreement may be signed in any number of counterparts, each of which shall
        be an
        original, with the same effect as if all signatures were upon the same
        instrument. Delivery of an executed counterpart of the signature page to
        this
        Agreement by facsimile shall be effective as delivery of a manually executed
        counterpart of this Agreement, and any party delivering such an executed
        counterpart of the signature page to this Agreement by facsimile to any other
        party shall thereafter also promptly deliver a manually executed counterpart
        of
        this Agreement to such other party, provided that the failure to deliver
        such
        manually executed counterpart shall not affect the validity, enforceability,
        or
        binding effect of this Agreement.

       

      33.
        True
        Sales.
        Seller
        and Purchaser acknowledge and agree that the sale of accounts contemplated
        and
        covered hereby are fully intended by the parties hereto as true sales governed
        by the provisions of Section 306.103 of the Texas Finance Code and Section
        9.109(e) of the Texas Business and Commerce Code, as each may be amended
        from
        time to time, and, accordingly, legal and equitable title in all of Seller’s
        accounts sold to and purchased by Purchaser from time to time hereunder will
        pass to Purchaser.

       

      34.
        Proprietary
        Information. Except
        as
        to the extent required by law, each of the parties agrees that it will not
        disclose, and will not include in any public announcement, the name of the
        other
        party, unless expressly agreed to by the other party or unless and until
        such
        disclosure is required by law or applicable regulation, and then only to
        the
        extent agreed to or required. Neither party shall disclose or cause to be
        disclosed (i) any proprietary information concerning each other, including,
        without limitation, any information regarding actual or potential investments,
        valuations, financial information, trade secrets and the like which is
        proprietary in nature and non-public, (collectively, “Proprietary
        Information”),
        (ii)
        the terms and provisions of this Agreement, or (iii) the existence or content
        of
        any consent or other action pursuant to this Agreement to any other person,
        except as otherwise required by any regulatory authority, law or regulation,
        or
        by legal process, without the prior written consent of the other party.


       

      35.
        Securities
        Laws Compliance.
        Purchaser
        acknowledges that United States securities laws and the rules and regulations
        promulgated thereunder prohibit any person with material, non-public information
        about a company from purchasing, selling, trading or entering into options,
        puts, calls or other derivatives in respect of securities of such issuer
        or from
        communicating such information to any other person or entity. The undersigned
        agrees not to engage in any such transactions in the securities of Seller
        on the
        basis of such information, not to “tip” or otherwise disclose to any such person
        or entity such information, and to comply with applicable laws with respect
        to
        the Proprietary
        Information or other confidential
        information.

       

      36.
        No
        Solicitation of Employees.
        Each
        Party covenants that for a period of one(1) year following the date of this
        Agreement, such Party will not, directly or indirectly, solicit for employment
        or hire any employee of the other Party or any of the other Party’s subsidiaries
        with whom such Party has had contact or who became known to such Party in
        connection with this Agreement and the transactions contemplated herein;
        provided, however, that the foregoing provision will not prevent either Party
        from employing any such person who contacts such Party on his or her own
        initiative without any direct or indirect solicitation by or encouragement
        from
        the Party.


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Parties have executed this agreement on the day and
        year
        first above written.

       

      
        	
                SELLER:

              	TXP
                CORPORATION,
                a
                Nevada corporation
	 	 	 
	 	
                By:

              	
                /s/
                  Michael C. Shores

              
	 	 	
                Michael
                  C. Shores, President and CEO

              
	 	 	 
	
                PURCHASER:

              	
                LANDRY
                  MARKS PARTNERS LP,
                  a
                  Texas limited

                partnership

              
	 	 	 
	 	
                By:

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

              
	 	 	 
	 	
                By:

              	
                /s/
                  Tolbert B. Marks

              
	 	 	
                Tolbert
                  B. Marks, Manager

              
	 	 	 
	 	
                Address:

              	
                8401
                  North Central Expressway, Suite 850

              
	 	 	
                Dallas,
                  Texas 75225

              


      

       

      
        
          
          

        

        
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      EXHIBIT
        A

       

      GENERAL
        RELEASE

       

      FOR
        GOOD
        AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
        acknowledged, the undersigned and each of them (collectively “Releasor”) hereby
        forever releases, discharges and acquits Landry Marks Partners LP.
        (“Releasee”), its parent, directors, partners, agents and employees, of and from
        any and all claims of every type, kind, nature, description or character,
        and
        irrespective of how, why, or by reason of what facts, whether heretofore
        existing, now existing or hereafter arising, or which could, might, or may
        be
        claimed to exist, of whatever kind or name, whether known or unknown, suspected
        or unsuspected, liquidated or unliquidated, each as though fully set forth
        herein at length, to the extent that they arise out of or are in way connected
        to or are related to that certain Factoring and Security Agreement dated
        August
        13, 2008 

       

      Releasor
        agrees that the matters released herein are not limited to matters which
        are
        known or disclosed.

       

      Releasor
        acknowledges that factual matters now unknown to it may have given or may
        hereafter give rise to Claims which are presently unknown, unanticipated
        and
        unsuspected, and it acknowledges that this Release has been negotiated and
        agreed upon in light of that realization and that it nevertheless hereby
        intends
        to release, discharge and acquit the Releasee from any such unknown Claims.
        

       

      Acceptance
        of this Release shall not be deemed or construed as an admission of liability
        by
        any party released. 

       

      Releasor
        acknowledges that either (a) it has had advice of counsel of its own choosing
        in
        negotiations for and the preparation of this release, or (b) it has knowingly
        determined that such advise is not needed. 

       

      DATED:
               

       

      
        	
                Individual
                  Releasor:

              	                 
                
	 	
                [Name
                  of individual],
                  individually

              
	 	 
	
                Entity
                  Releasor:

              	
                By:
                  

              	           
                
	 	
                Name:
                  

              	         

	 	
                Title:
                  

              	            
                


      

       

      
        
          
          

        

        
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