DEFERRAL
      AGREEMENT

     

    This
      DEFERRAL
      AGREEMENT (this
      “Agreement”)
      dated
      as of November 13, 2008, by and among TXP
      CORPORATION,
      a Nevada
      corporation (the “Company”)
      and
YA
      GLOBAL INVESTMENTS L.P. (“YA
      Global”).

     

    WITNESSETH

     

    WHEREAS,
      on
      March 30, 2007, the parties hereto entered into a Securities Purchase Agreement
      (the “2007
      Securities Purchase Agreement”);

     

    WHEREAS,
      pursuant to the 2007 Securities Purchase Agreement, YA Global purchased from
      the
      Company, among other things, Secured Convertible Note No. TXP-2-1 which was
      issued on March 30, 2007 in the original principal amount of $4,000,000 and
      amended on May 29, 2008 (as amended, the “Note”);

     

    WHEREAS,
      pursuant to the Note, commencing on October 31, 2008 and continuing on the
      last
      day of every month thereafter, the Company is obligated to pay to YA Global
      monthly payments consisting of principal payments of $100,000 plus accrued
      and
      unpaid interest (the “Note
      Payments”);

     

    WHEREAS,
      on May
      29, 2008, the parties hereto entered into a Securities Purchase Agreement (the
      “2008
      Securities Purchase Agreement”);

     

    WHEREAS,
      pursuant to the 2008 Securities Purchase Agreement, YA Global purchased from
      the
      Company (i) Secured Convertible Debenture No. TXPO 3-1 (“Debenture
      3-1”)
      which
      was issued on May 29, 2008 in the original principal amount of $3,000,000 and
      (ii) Secured Convertible Debenture No. TXPO 3-2 (“Debenture
      3-2”
and
      together with Debenture 3-1, the “Debentures”)
      which
      was issued on August 31, 2008 in the original principal amount of
      $1,500,000;

     

    WHEREAS,
      capitalized terms which are used but not defined herein have the meaning given
      thereto in the Debentures; and

     

    WHEREAS,
      the
      Company has requested and YA Global has agreed to defer until December 15,
      2008,
      the Company’s obligation to pay (i) the Note Payments due on October 31, 2008
      and November 30, 2008 (collectively, the “October
      and November Note Payments”)
      and
      (ii) the interest and Installment Amounts due pursuant to the Debentures on
      October 31, 2008 and November 30, 2008 (collectively, together with the October
      and November Note Payments, the “October
      and November Payment Amounts”).
      

     

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

     

    
      	 	
              1.

            	
              Deferral.
                YA Global hereby defers (the “Deferral”)
                the requirement of the Company to pay the October and November Payment
                Amounts only upon the condition that (x) interest shall continue
                to accrue
                on the Installment Amounts due on October 31, 2008 and November 30,
                2008
                until such Installment Amounts are paid in full, (y) interest shall
                continue to accrue on the principal portion of the October and November
                Note Payments until the October and November Note Payments are paid
                in
                full, and (z) the October and November Payment Amounts plus interest
                accrued pursuant to clauses (x) and (y) hereof shall be paid in full
                on or
                before December 15, 2008.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              2.

            	
              Effect
                of this Agreement.
                Other than the Deferral, no changes, modifications or waivers to
                the
                Debentures, the Note or the Transaction Documents (as defined in
                the 2007
                Securities Purchase Agreement and the 2008 Securities Purchase Agreement)
                are intended or implied and in all other respects the Transaction
                Documents are hereby specifically ratified, restated and confirmed
                by all
                parties hereto as of the date
                hereof.

            


    

     

    


     

     

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    IN
      WITNESS WHEREOF,
      this
      Agreement is executed and delivered as of the day and year first above
      written.

     

    
       

       

      
        
          	
                  TXP
                    Corporation

                   

                  By: /s/
                    Michael C.
                    Shores                            
                    

                  Name:
                    Michael C. Shores 

                  Title:
                    President and Chief Executive Officer

                   

                  YA
                    GLOBAL INVESTMENTS, L.P.

                   

                  By:
                    Yorkville Advisors, LLC

                  Its:
                    Investment Manager

                   

                  By: /s/
                    Troy
                    Rillo                                           
                    

                  Name:
                    Troy Rillo 

                  Title:
                    Senior Managing
                    Director