AMENDMENT
      NO. 1 TO

     

    SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
      (this
“Amendment”),
      is
      entered into by and between TXP
      CORPORATION,
      a
      Nevada corporation (the “Company”),
      and
YA
      GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS,
      L.P.)
      (the
“Buyer”).

     

    WHEREAS:

     

    A. The
      parties hereto previously entered into that certain Securities Purchase
      Agreement dated as of March 30, 2007 (the "Agreement").
      

     

    B. The
      parties to the Agreement now desire to amend certain provisions set forth in
      the
      Agreement as more fully described herein.

     

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

     

    1. AMENDMENT
      OF SECOND “WHEREAS” CLAUSE.
      The
      second “Whereas” clause of the Agreement is hereby amended and replaced in its
      entirety with the following: 

     

    “WHEREAS,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Buyer(s), as provided herein,
      and the Buyer(s) shall purchase (i) up to Five Million Dollars ($5,000,000)
      of
      secured convertible notes in the form attached hereto as “Exhibit
      A”
(the
      “Convertible
      Notes”),
      which
      shall be convertible into shares of the Company’s common stock, par value $0.001
      (the “Common
      Stock”)
      (as
      converted, the “Conversion
      Shares”),
      and
      (ii) warrants substantially in the form attached hereto as “Exhibit
      B”
(the
      “Warrants”),
      to
      acquire up to that number of additional shares of Common Stock set forth
      opposite such Buyer’s name in column (5) of the Schedule I (as exercised, the
“Warrant
      Shares”)
      of
      which Four Million Dollars ($4,000,000) shall be funded within five (5) business
      days following the date hereof (the “First
      Closing”)
      and
      One Million Dollars ($1,000,000) shall be funded on or before December 15,
      2007
      (or one hundred eighty (180) days prior to the filing of the registration
      statement (the “Registration
      Statement”)
      pursuant to the Registration Rights Agreement dated March 30, 2007, with the
      SEC) (the “Second
      Closing”)
      (individually referred to as a “Closing”
      collectively referred to as the “Closings”),
      for a
      total purchase price of up to Five Million Dollars ($5,000,000), (the
“Purchase
      Price”)
      in the
      respective amounts set forth opposite each Buyer(s) name on Schedule I (the
      “Subscription
      Amount”);”

     

    2. AMENDMENT
      OF SECTION 1(b).
      Section
      1(b) of the Agreement is hereby amended and replaced in its entirety with the
      following:

     

    “(b) Closing
      Dates.
      The
      First Closing of the purchase and sale of the Convertible Notes and Warrants
      shall take place at 10:00 a.m. Eastern Standard Time on the fifth (5th)
      business day following the date hereof, subject to notification of satisfaction
      of the conditions to the First Closing set forth herein and in Sections 6 and
      7
      below (or such later date as is mutually agreed to by the Company and the
      Buyer(s)) (the “First
      Closing Date”)
      and
      the Second Closing of the purchase and sale of the Convertible Notes shall
      take
      place on or before December 15, 2007 (or one hundred eighty (180) days prior
      to
      the filing of the registration statement (the “Registration
      Statement”)
      pursuant to the Registration Rights Agreement dated March 30, 2007, with the
      SEC), subject to notification of satisfaction of the conditions to the Second
      Closing set forth herein and in Sections 6 and 7 below (or such later date
      as is
      mutually agreed to by the Company and the Buyer(s)) (the “Second
      Closing Date”)
      (collectively referred to a the “Closing
      Dates”).
      The
      Closings shall occur on the respective Closing Dates at the offices of Yorkville
      Advisors, LLC, 3700 Hudson Street, Suite 3700, Jersey City, New Jersey 07302
      (or
      such other place as is mutually agreed to by the Company and the
      Buyer(s)).”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3. AMENDMENT
      OF SECTION 7(b)(iv).
      Section
      7(b)(iv) of the Agreement is hereby amended and replaced in its entirety with
      the following:

     

    “(iv) The
      Company certifies that it will file, within one hundred eighty (180) days of
      the
      Second Closing Date, the Registration Statement with the SEC, materially in
      compliance with the rules and regulations promulgated by the SEC for filing
      thereof.”

     

    4. EFFECT
      ON OTHER TERMS.
      This
      Amendment shall be deemed effective as of December 13, 2007, as if entered
      into
      on such date. All other terms set forth in the Agreement shall remain unchanged
      and this Amendment and the Agreement shall be deemed a single integrated
      agreement for all purposes.

    


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    IN
      WITNESS WHEREOF,
      the
      parties have caused this Amendment No. 1 to Securities Purchase Agreement to
      be
      duly executed as of day and year first above written.

     

    
      	 	 	
              COMPANY:

            
	 	 	
              TXP
                CORPORATION

            
	 	 	 
	 	 	
              By: 
                 /s/
                Michael Shores 

            
	 	 	
              
                

              

              Name:
                Michael Shores

            
	 	 	
              Title: Chief
                Executive Officer

            
	 	 	 
	 	 	
              BUYER:

            
	 	 	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 	 	
              By:
                Yorkville Advisors, LLC

            
	
               

            	 	
              Its:
                Investment Manager

            
	 	 	 
	 	 	
              By: 
                 /s/
                Mark A. Angelo

            
	 	 	
              
                

              

              Name:
                Mark A. Angelo

            
	 	 	
              Its:
                President & Portfolio Manager