AMENDMENT
      NO. 1 TO

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      AMENDMENT NO. 1 TO REGISTRATION RIGHTS 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 Registration Rights
      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 SECTION 1(b).
      Section
      1(b) of the Agreement is hereby amended and replaced in its entirety with the
      following:

     

    “(b)
      “Filing
      Deadline”
means,
      with respect to the initial Registration Statement required hereunder, the
      one
      hundred eightieth (180th)
      calendar day following the Second Closing Date (as defined in the Securities
      Purchase Agreement, as amended), and with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c), the 30th day
      following the date on which the Company first knows, or reasonably should have
      known that such additional Registration Statement is required
      hereunder.”

     

    2. 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 Registration Rights 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