WARRANT

    


    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
      SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID
      ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
      WITH A BONA FIDE MARGIN ACCOUNT.

    


    TXP
      CORPORATION

    


    Warrant
      To Purchase Common Stock

    


    
      	
              Warrant
                No.: JVE-003

            	
               

            	
              Number
                of Shares: 1,280,000

            
	
               

            	
               

            	
               

            
	
              Date
                of Issuance: ________ ___, 2007

            	
               

            	
               

            


    

    


    TXP
      CORPORATION, a Nevada corporation (the “Company”),
      hereby certifies that, for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged,
      James Von Ehr, II
      (the
“Holder”),
      the
      registered holder hereof or his permitted assigns, is entitled, subject to
      the
      terms set forth below, to purchase from the Company upon surrender of this
      Warrant, at any time or times on or after the date hereof, but not after
      11:59 P.M. Eastern Time on the Expiration Date (as defined herein) One
      Million Two Hundred Eighty Thousand (1,280,000) fully paid and nonassessable
      shares of Common Stock (as defined herein) of the Company (the “Warrant
      Shares”)
      at the
      exercise price per share provided in Section 1(b) below or as subsequently
      adjusted; provided, however, that in no event shall the holder be entitled
      to
      exercise this Warrant for a number of Warrant Shares in excess of that number
      of
      Warrant Shares which, upon giving effect to such exercise, would cause the
      aggregate number of shares of Common Stock beneficially owned by the holder
      and
      his affiliates to exceed 4.99% of the outstanding shares of the Common Stock
      following such exercise, except within sixty (60) days of the Expiration Date
      (however, such restriction may be waived by Holder (but only as to itself and
      not to any other holder) upon not less than 65 days prior notice to the
      Company). For purposes of the foregoing proviso, the aggregate number of shares
      of Common Stock beneficially owned by the Holder and his affiliates shall
      include the number of shares of Common Stock issuable upon exercise of this
      Warrant with respect to which the determination of such proviso is being made,
      but shall exclude shares of Common Stock which would be issuable upon
      (i) exercise of the remaining, unexercised Warrants beneficially owned by
      the Holder and his affiliates and (ii) exercise or conversion of the
      unexercised or unconverted portion of any other securities of the Company
      beneficially owned by the Holder and his affiliates (including, without
      limitation, any convertible notes or preferred stock) subject to a limitation
      on
      conversion or exercise analogous to the limitation contained herein. Except
      as
      set forth in the preceding sentence, for purposes of this paragraph, beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended. For purposes of this Warrant, in determining
      the number of outstanding shares of Common Stock Holder may rely on the number
      of outstanding shares of Common Stock as reflected in (1) the Company's most
      recent Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent public
      announcement by the Company or (3) any other notice by the Company or its
      transfer agent setting forth the number of shares of Common Stock outstanding.
      Upon the written request of Holder, the Company shall promptly, but in no event
      later than one (1) Business Day following the receipt of such notice, confirm
      in
      writing to Holder the number of shares of Common Stock then outstanding. In
      any
      case, the number of outstanding shares of Common Stock shall be determined
      after
      giving effect to the exercise of Warrants (as defined below) by Holder and
      his
      affiliates since the date as of which such number of outstanding shares of
      Common Stock was reported.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      1.

    


    (a)  This
      Warrant is the common stock purchase warrant (the “Warrant”)
      issued
      pursuant to a certain Agreement (“
      Agreement”)
      dated
      the date hereof between the Company and the Buyer.

    


    (b)  Definitions.
      The
      following words and terms as used in this Warrant shall have the following
      meanings:

    


    (i)  “Approved
      Stock Plan”
means
      any employee benefit plan which has been approved by the Board of Directors
      of
      the Company, pursuant to which the Company's securities may be issued to any
      employee, officer, or director for services provided to the
      Company.

    


    (ii)  “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      the City of New York are authorized or required by law to remain
      closed.

    


    (iii)  “Closing
      Bid Price”
means
      the closing bid price of Common Stock as quoted on the Principal Market (as
      reported by Bloomberg Financial Markets (“Bloomberg”)
      through its “Volume at Price” function).

    


    (iv)  “Common
      Stock”
means
      (i) the Company's common stock, par value $0.001 per share, and
      (ii) any capital stock into which such Common Stock shall have been changed
      or any capital stock resulting from a reclassification of such Common
      Stock.

    


    (v)  “Expiration
      Date”
means
      the date seven (7) years from the Issuance Date of this Warrant or, if such
      date
      falls on a Saturday, Sunday or other day on which banks are required or
      authorized to be closed in the City of New York or the State of New York or
      on
      which trading does not take place on the Principal Exchange or automated
      quotation system on which the Common Stock is traded (a “
      Holiday”),
      the
      next date that is not a Holiday.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (vi)  “Issuance
      Date”
means
      the date hereof.

    


    (vii)  “Options”
means
      any rights, warrants or options to subscribe for or purchase Common Stock or
      Convertible Securities.

    


    (viii)  “Other
      Securities”
means
      (i) those options and warrants of the Company issued prior to, and
      outstanding on, the Issuance Date of this Warrant, (ii) the shares of Common
      Stock issuable on exercise of such options and warrants, provided such options
      and warrants are not amended after the Issuance Date of this Warrant and
      (iii) the shares of Common Stock issuable upon exercise of this
      Warrant.

    


    (ix)  “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

    


    (x)  “Principal
      Market”
means
      the New York Stock Exchange, the American Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market, whichever is at the time the principal
      trading exchange or market for such security, or the over-the-counter market
      on
      the electronic bulletin board for such security as reported by Bloomberg or,
      if
      no bid or sale information is reported for such security by Bloomberg, then
      the
      average of the bid prices of each of the market makers for such security as
      reported in the “pink sheets” by the National Quotation Bureau,
      Inc.

    


    (xi)  “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    (xii)  “Warrant”
means
      this Warrant and all Warrants issued in exchange, transfer or replacement
      thereof.

    


    (xiii)  “Warrant
      Exercise Price”
shall
      be $0.40 or as subsequently adjusted as provided in Section 8
      hereof.

    


    (xiv)  “Warrant
      Shares”
means
      the shares of Common Stock issuable at any time upon exercise of this
      Warrant.

    


    (c)  Other
      Definitional Provisions.

    


    (i)  Except
      as otherwise specified herein, all references herein (A) to the Company
      shall be deemed to include the Company's successors and (B) to any
      applicable law defined or referred to herein shall be deemed references to
      such
      applicable law as the same may have been or may be amended or supplemented
      from
      time to time.

    


    (ii)  When
      used in this Warrant, the words “herein”,
      “hereof”,
      and
“hereunder”
      and
      words of similar import, shall refer to this Warrant as a whole and not to
      any
      provision of this Warrant, and the words “Section”,
      “Schedule”,
      and
“Exhibit”
shall
      refer to Sections of, and Schedules and Exhibits to, this Warrant unless
      otherwise specified.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iii)  Whenever
      the context so requires, the neuter gender includes the masculine or feminine,
      and the singular number includes the plural, and vice versa.

    


    Section
      2.  Exercise
      of Warrant.

    


    Subject
      to the terms and conditions hereof, this Warrant may be exercised by the holder
      hereof then registered on the books of the Company, pro rata as hereinafter
      provided, at any time on any Business Day on or after the opening of business
      on
      such Business Day, commencing with the first day after the date hereof, and
      prior to 11:59 P.M. Eastern Time on the Expiration Date (i) by delivery of
      a written notice, in the form of the subscription notice attached as
      Exhibit A
      hereto
      (the “Exercise
      Notice”),
      of
      such holder's election to exercise this Warrant, which notice shall specify
      the
      number of Warrant Shares to be purchased, payment to the Company of an
      amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares
      being purchased, multiplied by the number of Warrant Shares (at the
      applicable Warrant Exercise Price) as to which this Warrant is being
      exercised (plus any applicable issue or transfer taxes) (the “Aggregate
      Exercise Price”)
      in
      cash or wire transfer of immediately available funds and the surrender of this
      Warrant (or an indemnification undertaking with respect to this Warrant in
      the
      case of its loss, theft or destruction) to a common carrier for overnight
      delivery to the Company as soon as practicable following such date. In lieu
      of
      exercising this Warrant for cash as specified in the preceding sentence, Holder
      may from time to time convert this Warrant, in whole or in part, as a “cashless
      exercise” into a number of Warrant Shares determined by dividing (a) the
      aggregate fair market value of the Warrant Shares or other securities otherwise
      issuable upon exercise of this Warrant minus the aggregate Warrant Exercise
      Price of such Warrant Shares by (b) the fair market value of one Warrant
      Share.

    


    In
      the
      event of any exercise of the rights represented by this Warrant in compliance
      with this Section 2, the Company shall on or before the fifth (5th)
      Business Day following the date of receipt of the Exercise Notice, the Aggregate
      Exercise Price and this Warrant (or an indemnification undertaking with respect
      to this Warrant in the case of its loss, theft or destruction) and the receipt
      of the representations of the holder specified in Section 6 hereof, if requested
      by the Company (the “Exercise
      Delivery Documents”),
      and
      if the Common Stock is DTC eligible, credit such aggregate number of shares
      of
      Common Stock to which the holder shall be entitled to the holder's or his
      designee's balance account with The Depository Trust Company; provided, however,
      if the holder who submitted the Exercise Notice requested physical delivery
      of
      any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible
      then the Company shall, on or before the fifth (5th
      )
      Business Day following receipt of the Exercise Delivery Documents, issue and
      surrender to a common carrier for overnight delivery to the address specified
      in
      the Exercise Notice, a certificate, registered in the name of the holder, for
      the number of shares of Common Stock to which the holder shall be entitled
      pursuant to such request. Upon delivery of the Exercise Notice and Aggregate
      Exercise Price referred to above the holder of this Warrant shall be deemed
      for
      all corporate purposes to have become the holder of record of the Warrant Shares
      with respect to which this Warrant has been exercised. In the case of a dispute
      as to the determination of the Warrant Exercise Price, the Closing Bid Price,
      the Company shall promptly issue to the holder the number of Warrant Shares
      that
      is not disputed and shall submit the disputed determinations or arithmetic
      calculations to the holder via facsimile within one (1) Business Day of receipt
      of the holder's Exercise Notice.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a)  If
      the holder and the Company are unable to agree upon the determination of the
      Warrant Exercise Price within one (1) day of such disputed determination being
      submitted to the holder, then the Company shall immediately submit via facsimile
      the disputed determination of the Warrant Exercise Price or the Closing Bid
      Price to an independent, reputable investment banking firm. The Company shall
      cause the investment banking firm or the accountant, as the case may be, to
      perform the determinations and notify the Company and the holder of the results
      no later than forty-eight (48) hours from the time it receives the disputed
      determinations. Such investment banking firm's or accountant's determination
      or
      calculation, as the case may be, shall be deemed conclusive absent manifest
      error.

    


    (b)  Unless
      the rights represented by this Warrant shall have expired or shall have been
      fully exercised, the Company shall, as soon as practicable and in no event
      later
      than five (5) Business Days after any exercise and at its own expense, issue
      a
      new Warrant identical in all respects to this Warrant exercised except it shall
      represent rights to purchase the number of Warrant Shares purchasable
      immediately prior to such exercise under this Warrant exercised, less the number
      of Warrant Shares with respect to which such Warrant is exercised.

    


    (c)  No
      fractional Warrant Shares are to be issued upon any pro rata exercise of this
      Warrant, but rather the number of Warrant Shares issued upon such exercise
      of
      this Warrant shall be rounded up or down to the nearest whole
      number.

    


    Section
      3.  Covenants
      as to Common Stock.
      The
      Company hereby covenants and agrees as follows:

    


    (a)  This
      Warrant is, and any Warrants issued in substitution for or replacement of this
      Warrant will upon issuance be, duly authorized and validly issued.

    


    (b)  All
      Warrant Shares which may be issued upon the exercise of the rights represented
      by this Warrant will, upon issuance, be validly issued, fully paid and
      nonassessable and free from all taxes, liens and charges with respect to the
      issue thereof.

    


    (c)  During
      the period within which the rights represented by this Warrant may be exercised,
      the Company will at all times have authorized and reserved at least one hundred
      percent (100%) of the number of shares of Common Stock needed to provide for
      the
      exercise of the rights then represented by this Warrant and the par value of
      said shares will at all times be less than or equal to the applicable Warrant
      Exercise Price.

    


    (d)  If
      at any time after the date hereof the Company shall file a registration
      statement, the Company shall include the Warrant Shares issuable to the holder,
      pursuant to the terms of this Warrant and shall maintain, so long as any other
      shares of Common Stock shall be so listed, such listing of all Warrant Shares
      from time to time issuable upon the exercise of this Warrant; and the Company
      shall so list on each national securities exchange or automated quotation
      system, as the case may be, and shall maintain such listing of, any other shares
      of capital stock of the Company issuable upon the exercise of this Warrant
      if
      and so long as any shares of the same class shall be listed on such national
      securities exchange or automated quotation system.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e)  The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed by
      it
      hereunder, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Warrant and in the taking of all such action as may
      reasonably be requested by the holder of this Warrant in order to protect the
      exercise privilege of the holder of this Warrant against dilution or other
      impairment, consistent with the tenor and purpose of this Warrant. The Company
      will not increase the par value of any shares of Common Stock receivable upon
      the exercise of this Warrant above the Warrant Exercise Price then in effect,
      and (ii) will take all such actions as may be necessary or appropriate in
      order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this Warrant.

    


    (f)  This
      Warrant will be binding upon any entity succeeding to the Company by merger,
      consolidation or acquisition of all or substantially all of the Company's
      assets.

    


    Section
      4.  Taxes.
      The
      Company shall pay any and all taxes, except any applicable withholding, which
      may be payable with respect to the issuance and delivery of Warrant Shares
      upon
      exercise of this Warrant.

    


    Section
      5.  Warrant
      Holder Not Deemed a Stockholder.
      Except
      as otherwise specifically provided herein, no holder, as such, of this Warrant
      shall be entitled to vote or receive dividends or be deemed the holder of shares
      of capital stock of the Company for any purpose, nor shall anything contained
      in
      this Warrant be construed to confer upon the holder hereof, as such, any of
      the
      rights of a stockholder of the Company or any right to vote, give or withhold
      consent to any corporate action (whether any reorganization, issue of stock,
      reclassification of stock, consolidation, merger, conveyance or otherwise),
      receive notice of meetings, receive dividends or subscription rights, or
      otherwise, prior to the issuance to the holder of this Warrant of the Warrant
      Shares which he or she is then entitled to receive upon the due exercise of
      this
      Warrant. In addition, nothing contained in this Warrant shall be construed
      as
      imposing any liabilities on such holder to purchase any securities (upon
      exercise of this Warrant or otherwise) or as a stockholder of the Company,
      whether such liabilities are asserted by the Company or by creditors of the
      Company. Notwithstanding this Section 5, the Company will provide the holder
      of
      this Warrant with copies of the same notices and other information given to
      the
      stockholders of the Company generally, contemporaneously with the giving thereof
      to the stockholders.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      6.  Representations
      of Holder.
      The
      holder of this Warrant, by the acceptance hereof, represents that it is
      acquiring this Warrant and the Warrant Shares for his own account for investment
      only and not with a view towards, or for resale in connection with, the public
      sale or distribution of this Warrant or the Warrant Shares, except pursuant
      to
      sales registered or exempted under the Securities Act; provided, however, that
      by making the representations herein, the holder does not agree to hold this
      Warrant or any of the Warrant Shares for any minimum or other specific term
      and
      reserves the right to dispose of this Warrant and the Warrant Shares at any
      time
      in accordance with or pursuant to a registration statement or an exemption
      under
      the Securities Act. The holder of this Warrant further represents, by acceptance
      hereof, that, as of this date, such holder is an “accredited investor” as such
      term is defined in Rule 501(a)(1) of Regulation D promulgated by the
      Securities and Exchange Commission under the Securities Act (an “Accredited
      Investor”).
      Upon
      exercise of this Warrant the holder shall, if requested by the Company, confirm
      in writing, in a form satisfactory to the Company, that the Warrant Shares
      so
      purchased are being acquired solely for the holder's own account and not as
      a
      nominee for any other party, for investment, and not with a view toward
      distribution or resale and that such holder is an Accredited Investor. If such
      holder cannot make such representations because they would be factually
      incorrect, it shall be a condition to such holder's exercise of this Warrant
      that the Company receive such other representations as the Company considers
      reasonably necessary to assure the Company that the issuance of its securities
      upon exercise of this Warrant shall not violate any United States or state
      securities laws.

    


    Section
      7.  Ownership
      and Transfer.

    


    (a)  The
      Company shall maintain at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the holder hereof),
      a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee. The Company may treat the person in whose
      name any Warrant is registered on the register as the owner and holder thereof
      for all purposes, notwithstanding any notice to the contrary, but in all events
      recognizing any transfers made in accordance with the terms of this
      Warrant.

    


    Section
      8.  Adjustment
      of Warrant Exercise Price and Number of Shares.
      The
      Warrant Exercise Price and the number of shares of Common Stock issuable upon
      exercise of this Warrant shall be adjusted from time to time as
      follows:

    


    (a)  Adjustment
      of Warrant Exercise Price upon Subdivision or Combination of Common
      Stock.
      If the
      Company at any time after the date of issuance of this Warrant subdivides (by
      any stock split, stock dividend, recapitalization or otherwise) one or more
      classes of its outstanding shares of Common Stock into a greater number of
      shares, any Warrant Exercise Price in effect immediately prior to such
      subdivision will be proportionately reduced and the number of shares of Common
      Stock obtainable upon exercise of this Warrant will be proportionately
      increased. If the Company at any time after the date of issuance of this Warrant
      combines (by combination, reverse stock split or otherwise) one or more classes
      of its outstanding shares of Common Stock into a smaller number of shares,
      any
      Warrant Exercise Price in effect immediately prior to such combination will
      be
      proportionately increased and the number of Warrant Shares issuable upon
      exercise of this Warrant will be proportionately decreased. Any adjustment
      under
      this Section 8(a) shall become effective at the close of business on the
      date the subdivision or combination becomes effective.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)  Distribution
      of Assets.
      If the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of Common Stock, by way of return
      of capital or otherwise (including, without limitation, any distribution of
      cash, stock or other securities, property or options by way of a dividend,
      spin
      off, reclassification, corporate rearrangement or other similar transaction)
      (a
“Distribution”),
      at
      any time after the issuance of this Warrant, then, in each such
      case:

    


    (i)  any
      Warrant Exercise Price in effect immediately prior to the close of business
      on
      the record date fixed for the determination of holders of Common Stock
      entitled 
      to
      receive the Distribution shall be reduced, effective as of the close of business
      on such record date, to a price determined by multiplying such Warrant Exercise
      Price by a fraction of which (A) the numerator shall be the Closing Sale Price
      of the Common Stock on the trading day immediately preceding such record date
      minus the value of the Distribution (as determined in good faith by the
      Company's Board of Directors) applicable to one share of Common Stock, and
      (B)
      the denominator shall be the Closing Sale Price of the Common Stock on the
      trading day immediately preceding such record date; and

    


    (ii)  either
      (A) the number of Warrant Shares obtainable upon exercise of this Warrant shall
      be increased to a number of shares equal to the number of shares of Common
      Stock
      obtainable immediately prior to the close of business on the record date fixed
      for the determination of holders of Common Stock entitled to receive the
      Distribution multiplied by the reciprocal of the fraction set forth in the
      immediately preceding clause (i), or (B) in the event that the Distribution
      is
      of common stock of a company whose common stock is traded on a national
      securities exchange or a national automated quotation system, then the holder
      of
      this Warrant shall receive an additional warrant to purchase Common Stock,
      the
      terms of which shall be identical to those of this Warrant, except that such
      warrant shall be exercisable into the amount of the assets that would have
      been
      payable to the holder of this Warrant pursuant to the Distribution had the
      holder exercised this Warrant immediately prior to such record date and with
      an
      exercise price equal to the amount by which the exercise price of this Warrant
      was decreased with respect to the Distribution pursuant to the terms of the
      immediately preceding clause (i).

    


    (c)  Certain
      Events.
      If any
      event occurs of the type contemplated by the provisions of this Section 8
      but not expressly provided for by such provisions (including, without
      limitation, the granting of stock appreciation rights, phantom stock rights
      or
      other rights with equity features), then the Company's Board of Directors will
      make an appropriate adjustment in the Warrant Exercise Price and the number
      of
      shares of Common Stock obtainable upon exercise of this Warrant so as to protect
      the rights of the holders of the Warrants; provided, except as set forth in
      section 8(d),that no such adjustment pursuant to this Section 8(f) will increase
      the Warrant Exercise Price or decrease the number of shares of Common Stock
      obtainable as otherwise determined pursuant to this Section 8.

    


    (d)  Notices.

    


    (i)  Immediately
      upon any adjustment of the Warrant Exercise Price, the Company will give written
      notice thereof to the holder of this Warrant, setting forth in reasonable
      detail, and certifying, the calculation of such adjustment.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (ii)  The
      Company will give written notice to the holder of this Warrant at least ten
      (10)
      days prior to the date on which the Company closes its books or takes a record
      (A) with respect to any dividend or distribution upon the Common Stock,
      (B) with respect to any pro rata subscription offer to holders of Common
      Stock or (C) for determining rights to vote with respect to any Organic
      Change (as defined below), dissolution or liquidation, provided that such
      information shall be made known to the public prior to or in conjunction with
      such notice being provided to such holder.

    


    (iii)  The
      Company will also give written notice to the holder of this Warrant at least
      ten
      (10) days prior to the date on which any change, dissolution or liquidation
      will
      take place, provided that such information shall be made known to the public
      prior to or in conjunction with such notice being provided to such
      holder.

    


    Section
      9.  Purchase
      Rights; Reorganization, Reclassification, Consolidation, Merger or
      Sale.

    


    (a)  If
      at any time the Company grants, issues or sells any Options, Convertible
      Securities or rights to purchase stock, warrants, securities or other property
      pro rata to the record holders of any class of Common Stock (the “Purchase
      Rights”),
      then
      the holder of this Warrant will be entitled to acquire, upon the terms
      applicable to such Purchase Rights, the aggregate Purchase Rights which such
      holder could have acquired if such holder had held the number of shares of
      Common Stock acquirable upon complete exercise of this Warrant immediately
      before the date on which a record is taken for the grant, issuance or sale
      of
      such Purchase Rights, or, if no such record is taken, the date as of which
      the
      record holders of Common Stock are to be determined for the grant, issue or
      sale
      of such Purchase Rights.

    


    (b)  Any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of the Company's assets to another Person or other
      transaction in each case which is effected in such a way that holders of Common
      Stock are entitled to receive (either directly or upon subsequent liquidation)
      stock, securities or assets with respect to or in exchange for Common Stock
      is
      referred to herein as an “Organic
      Change”.
      Prior
      to the consummation of any (i) sale of all or substantially all of the Company's
      assets to an acquiring Person or (ii) other Organic Change following which
      the
      Company is not a surviving entity, the Company will secure from the Person
      purchasing such assets or the successor resulting from such Organic Change
      (in
      each case, the “Acquiring
      Entity”)
      a
      written agreement (in form and substance satisfactory to the Holders) to deliver
      to Holder in exchange for the Warrants, a security of the Acquiring Entity
      evidenced by a written instrument substantially similar in form and substance
      to
      this Warrant and satisfactory to the Holder (including an adjusted warrant
      exercise price equal to the value for the Common Stock reflected by the terms
      of
      such consolidation, merger or sale, and exercisable for a corresponding number
      of shares of Common Stock acquirable and receivable upon exercise of the
      Warrants without regard to any limitations on exercise, if the value so
      reflected is less than any applicable Warrant Exercise Price immediately prior
      to such consolidation, merger or sale). Prior to the consummation of any other
      Organic Change, the Company shall make appropriate provision (in form and
      substance satisfactory to the Holder) to insure that the Holder will thereafter
      have the right to acquire and receive in lieu of or in addition to (as the
      case
      may be) the Warrant Shares immediately theretofore issuable and receivable
      upon
      the exercise of Holder's Warrants (without regard to any limitations on
      exercise), such shares of stock, securities or assets that would have been
      issued or payable in such Organic Change with respect to or in exchange for
      the
      number of Warrant Shares which would have been issuable and receivable upon
      the
      exercise of Holder's Warrant as of the date of such Organic Change (without
      taking into account any limitations or restrictions on the exercisability of
      this Warrant).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      10.  Lost,
      Stolen, Mutilated or Destroyed Warrant.
      If this
      Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly,
      on
      receipt of an indemnification undertaking (or, in the case of a mutilated
      Warrant, the Warrant), issue a new Warrant of like denomination and tenor as
      this Warrant so lost, stolen, mutilated or destroyed.

    


    Section
      11.  Notice.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Warrant must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile (provided confirmation of receipt
      is received by the sending party transmission is mechanically or electronically
      generated and kept on file by the sending party); or (iii) one Business Day
      after deposit with a nationally recognized overnight delivery service, in each
      case properly addressed to the party to receive the same. The addresses and
      facsimile numbers for such communications shall be:

    


    
      	
              If
                to Holder:

            	
               

            	
              James
                Von Ehr, II

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Telephone: 

            
	
               

            	
               

            	
              Facsimile: 

            
	
               

            	
               

            	
               

            
	
              If
                to the Company, to:

            	
               

            	
              TXP
                Corporation

            
	
               

            	
               

            	
              1299
                Commerce Drive

            
	
               

            	
               

            	
              Richardson,
                TX 75081

            
	
               

            	
               

            	
              Attention: Michael
                Shores

            
	
               

            	
               

            	
              Telephone: (214)
                575-9300

            
	
               

            	
               

            	
              Facsimile: (214)
                575-9314

            
	
               

            	
               

            	
               

            
	
              With
                a copy to:

            	
               

            	
              Hodgson
                Russ LLP

            
	
               

            	
               

            	
              1540
                Broadway, 24th
                Floor

            
	
               

            	
               

            	
              New
                York, NY 10036

            
	
               

            	
               

            	
              Attention: Eric
                Pinero, Esq.

            
	
               

            	
               

            	
              Telephone: (212)
                751-4300

            
	
               

            	
               

            	
              Facsimile: (212)
                751-0928

            


    

    


    If
      to a
      holder of this Warrant, to it at the address and facsimile number set forth
      on
Exhibit C
      hereto,
      with copies to such holder's representatives as set forth on Exhibit C,
      or at
      such other address and facsimile as shall be delivered to the Company upon
      the
      issuance or transfer of this Warrant. Each party shall provide five days' prior
      written notice to the other party of any change in address or facsimile number.
      Written confirmation of receipt (A) given by the recipient of such notice,
      consent, facsimile, waiver or other communication, (or (B) provided by a
      nationally recognized overnight delivery service shall be rebuttable evidence
      of
      personal service, receipt by facsimile or receipt from a nationally recognized
      overnight delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      12.  Date.
      The
      date of this Warrant is set forth on page 1 hereof. This Warrant, in all
      events, shall be wholly void and of no effect after the close of business on
      the
      Expiration Date, except that notwithstanding any other provisions hereof, the
      provisions of Section 8(b) shall continue in full force and effect after
      such date as to any Warrant Shares or other securities issued upon the exercise
      of this Warrant.

    


    Section
      13.  Amendment
      and Waiver.
      Except
      as otherwise provided herein, the provisions of the Warrants may be amended
      and
      the Company may take any action herein prohibited, or omit to perform any act
      herein required to be performed by it, only if the Company has obtained the
      written consent of the Holders.

    


    Section
      14.  Descriptive
      Headings; Governing Law.
      The
      descriptive headings of the several sections and paragraphs of this Warrant
      are
      inserted for convenience only and do not constitute a part of this Warrant.
      The
      corporate laws of the State of Nevada shall govern all issues concerning the
      relative rights of the Company and its stockholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Agreement shall be governed by the internal laws of the State of Texas, without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of Texas or any other jurisdictions) that would cause the
      application of the laws of any jurisdictions other than the State of Texas.
      Each
      party hereby irrevocably submits to the exclusive jurisdiction of the state
      and
      federal courts sitting in Dallas County, Texas, for the adjudication of any
      dispute hereunder or in connection herewith or therewith, or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof to
      such
      party at the address for such notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law.

    


    Section
      15.  Waiver
      of Jury Trial.
      AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT,
      THE
      PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
      ASSOCIATED WITH THIS TRANSACTION.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      16. Automatic
      Conversion upon Expiration.
      In the
      event that, upon the Expiration Date, the fair market value of one share of
      Common Stock (or other security issuable upon the exercise hereof) is greater
      than the Warrant Exercise Price in effect on the Expiration Date, then this
      Warrant shall automatically be deemed on and as of the Business Day immediately
      prior to the Expiration Date to be exercised pursuant to the “cashless” exercise
      provision of Section 2 hereof as to all Warrant Shares (or such other
      securities) for which it shall not previously have been exercised or converted,
      and the Company shall promptly deliver a certificate representing the Warrant
      Shares Stock (or such other securities) issued upon such conversion to the
      Holder.

    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be signed as of the date first set forth
      above.

     

    
      	
               

            	
               

            	
              TXP
                CORPORATION

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
            
	 	 	
              
Name: Michael
              Shores
	
               

            	
               

            	
              Title: CEO

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A TO WARRANT

    


    EXERCISE
      NOTICE

    


    TO
      BE EXECUTED

    BY
      THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

    


    TXP
      CORPORATION

    


    The
      undersigned holder hereby exercises the right to purchase ______________ of
      the
      shares of Common Stock (“
      Warrant Shares”)
      of TXP
      CORPORATION (the “
      Company”),
      evidenced by the attached Warrant (the “
      Warrant”).
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

    


    Specify
      Method of exercise by check mark:

    


    1.
      ___      Cash Exercise

    


    (a)
      Payment of Warrant Exercise Price.
      The
      holder shall pay the Aggregate Exercise Price of $______________ to the Company
      in accordance with the terms of the Warrant.

    


    (b)
      Delivery of Warrant Shares.
      The
      Company shall deliver to the holder _________
      Warrant
      Shares in accordance with the terms of the Warrant.

    


    Date:
      _______________ __, ______

    


    Name
      of
      Registered Holder

    


    
      	
              By:

            	
               

            
	
              Name:

            	
               

            
	
              Title:

            	
               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B TO WARRANT

    


    FORM
      OF WARRANT POWER

    


    FOR
      VALUE RECEIVED,
      the
      undersigned does hereby assign and transfer to ________________, Federal
      Identification No. __________, a warrant to purchase ____________ shares of
      the capital stock of TXP CORPORATION represented by warrant certificate
      no. _____, standing in the name of the undersigned on the books of said
      corporation. The undersigned does hereby irrevocably constitute and appoint
      ______________, attorney to transfer the warrants of said corporation, with
      full
      power of substitution in the premises.

     

    
      	
              Dated:

            	 	
               

            	
               

            	
               

            
	
               

            	 	
               

            	
               

            	
               

            	
               

            
	
               

            	 	
               

            	
               

            	
              By:

            	
               

            
	
               

            	 	
               

            	
               

            	
              Name:

            	
               

            
	
               

            	 	
               

            	
               

            	
              Title: