WAIVER
      AND AGREEMENT

     

    THIS
      WAIVER AND AGREEMENT
      (this
“Waiver”),
      is
      entered into by and between TXP
      CORPORATION,
      a
      Nevada corporation (the “Company”),
      and
YA
      GLOBAL INVESTMENTS, LP (“YA
      Global”)
      on
      November 18, 2008.

     

    WHEREAS:

     

    A. The
      Company and YA Global entered into a Securities Purchase Agreement, dated May
      29, 2008 which was amended on October 15, 2008 pursuant to Amendment No. 1
      thereto (as amended, the “Securities
      Purchase Agreement”);
      

     

    B. Pursuant
      to Section 4(s) of the Securities Purchase Agreement, if the Company does not
      meet certain Milestones (as defined in the Securities Purchase Agreement) by
      November 15, 2008, YA Global has the right to require the Company to sell the
      business or the assets of the iPhotonics business unit before January 31,
      2009;

     

    C. As
      of the
      date hereof, the Company has not met the Milestones; and

     

    D. The
      Company has requested and YA Global has agreed, subject to the terms and
      conditions hereof, to waive its right to require the Company to sell the
      business or the assets of the iPhotonics business;

     

    NOW,
      THEREFORE,
      in
      consideration of the promises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and YA Global hereby agree as
      follows:

     

    1.  WAIVER
      OF CERTAIN RIGHTS; ACKNOWLEDGMENT.
      Notwithstanding anything to the contrary set forth in any Transaction Document
      (as defined in the Securities Purchase Agreement), YA Global hereby (i) waives
      until December 15, 2008 its right to require the Company to sell the business
      or
      the assets of the iPhotonics business and (ii) acknowledges that if a Milestone
      is met by December 15, 2008, YA Global will not have the right to require the
      Company to sell the business or the assets of iPhotonics. For the avoidance
      of
      doubt, YA Global is not waiving any other rights or remedies it may have under
      the Transaction Documents with respect to the Company’s failure to meet a
      Milestone or otherwise.

     

    2.  EVENT
      OF DEFAULT.
      The
      Company acknowledges that its failure to achieve a Milestone by December 15,
      2008 will be an Event of Default (as defined in the Transaction
      Documents).

     

    3.  EFFECT
      ON OTHER TERMS.
      Other
      than as set forth in this Waiver, no changes, modification or waivers to any
      of
      the Transaction Documents are intended or implied and in all other respects
      the
      Transaction Documents are hereby ratified, restated and confirmed by all parties
      hereto as of the date hereof. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Waiver to be duly executed as of day and year first
      above written.

     

    
      	 	 	 
	 	TXP
              CORPORATION
	 	 	 
	 	By:	
              /s/
                R. Christopher Ryan   

            
	 	 	
              Name: R.
                Christopher Ryan

            
	 	 	
              Title: Chief
                Financial Officer

            
	 	 	 
	 	AGREED
              AND ACKNOWLEDGED:
	 	 	 
	 	 	 
	 	YA
              GLOBAL INVESTMENTS, L.P.
	 	By:	
              Yorkville
                Advisors, LLC

            
	
               

            	 	
              it
                Investment Manager

            
	 	 	 


    

     

    
      	 	
              By:

            	
              /s/
                Troy Rillo

            
	 	 	
              Name:
                Troy Rillo

            
	 	 	
              Title:
                Senior Managing Director