AGREEMENT

    


    This
      AGREEMENT,
      dated
      as of December 28,
      2007
      (the
      “Agreement”), by and among TXP Corporation, a Nevada corporation (the “Company”)
      and the investors named on the signature pages annexed hereto (collectively,
      the
“Investor”). This agreement will expire on January 16, 2009. This agreement also
      extends the terms of previous JVE-TXP Collateral Agreements dated July 28,
      2006
      and October 12, 2006 to expire concurrently with this agreement on January
      16,
      2009. 

     

    BACKGROUND

     

    WHEREAS,
      the
      Investor desires to pledge an aggregate of $2,000,000 in free-trading shares
      of
      common stock of Fossil Incorporated (NASDAQ: FOSL), or such other shares of
      free-trading common stock having a value of $2,000,000 in the aggregate as
      may
      be agreed upon after the date hereof between the parties hereto (the
“Collateral”), on behalf of the Company in favor of First Bank of Canyon Creek,
      or such other lending or financing institution as may be agreed upon after
      the
      date hereof between the parties hereto (a “Lender”), as Collateral for a loan to
      the Company from a Lender in an amount up to $2,000,000 (the “Loan”), which will
      be further guaranteed personally and through the pledge of Common Stock (as
      defined below) beneficially owned by Michael C. Shores, the Company’s Chief
      Executive Officer.

    


    WHEREAS,
      the
      Company wishes to issue to the Investor warrants (the “Warrants”), in the form
      annexed hereto as Exhibit
      “A”,
      to
      purchase 1,280,000 shares of the Company’s common stock, par value $.001 per
      share (the “Common Stock), exercisable into shares of the Company’s Common Stock
      at a price equal to $0.40, subject to adjustment as set forth in the Warrants,
      as consideration and in exchange for the Investor agreeing to: (i) pledge the
      Collateral on behalf of the Company for the Loan, and (ii) execute such
      additional documentation as may be required to effectuate the pledge of the
      Collateral to a Lender (collectively, the “Transaction Documents”).

    


    WHEREAS,
      the
      issuance of the Warrants will be made in reliance upon the provisions of Section
      4(2) ("Section 4(2)") and/or Section 4(6) of the United States Securities Act
      of
      1933, as amended, and/or Regulation D ("Regulation D") and the other rules
      and
      regulations promulgated thereunder (the "Securities Act"), and/or upon such
      other exemption from the registration requirements of the Securities Act as
      may
      be available with respect to any or all of the investments in securities to
      be
      made hereunder.

    


    All
      capitalized terms not otherwise defined herein shall have the meanings given
      to
      them in the Transaction Documents.

     

    NOW
      THEREFORE in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      1.

    THE
      AGREEMENTS

    


    1.1
      Agreements.
      Subject
      to the terms and conditions set forth in this Agreement, the New Warrants,
      and
      Transaction Documents, the Company and the Investor hereby agree to execute
      this
      Agreement containing the following provisions which shall be effective as of
      the
      date hereof: 

    


    1.2
      Consideration.
      In
      consideration of the Investors agreement to pledge the Collateral to a Lender,
      the Company agrees to:

    


    (a) issue
      to
      the Investor Warrants to purchase an aggregate of 1,280,000 shares of Common
      Stock at an exercise price equal to $0.40, subject to adjustment as set forth
      in
      the Warrants; and

    


    (b) pay
      to
      the Investor commitment fee equal of 100,000 shares of TXP stock within 90
      days
      of “FOSL” and/or other shares being deposited into First Bank of Canyon Creek
      and/or any other agreed upon Federally Regulated Banking Institution account
      (such stock deposit date shall be the “Closing Date”)

     

    1.3
      Registration
      Rights.
      (a)
Piggy-Back
      Registrations.
      If, at
      any time (x) prior to the expiration of the Registration Period (as hereinafter
      defined) and (y) after the filing of the initial registration statement by
      the
      Company pursuant to the March 2007 Registration Rights Agreement between the
      Company and YA Global Investments, L.P. that there
      is
      not an effective Registration Statement covering all of the Warrant
      Shares,
      the
      Company proposes to file with the SEC a Registration Statement for its own
      account or the account of others under the 1933 Act of any of its securities
      (other than a Registration Statement on Form S-4 or Form S-8 (or their
      equivalents at such time) relating to securities to be issued solely in
      connection with any acquisition of any entity or business or equity securities
      issuable in connection with stock option or other employee benefit plans),
      the
      Company shall promptly send to the Investor written notice of the Company's
      intention to file a Registration Statement and of the Investor's rights under
      this Section 1.3(a) and, if within five (5) days after receipt of such notice,
      the Investor shall so request in writing, the Company shall include in such
      Registration Statement all or any part of the Warrant shares the Investor
      requests to be registered for resale, subject to the priorities set forth in
      this Section 1.3(a). The obligations of the Company under this Section 1.3(a)
      may be waived by the Investor. In the event that the Registration Statement
      being filed by the Company under this Section 1.3(a) is for an underwritten
      offering, the Investor shall, unless otherwise agreed to by the Company, offer
      and sell the Warrant Shares in an underwritten offering using the same
      underwriter or underwriters and, subject to the provisions of this Agreement,
      on
      the same terms and conditions as other shares of Common Stock included in such
      underwritten offering. If the managing underwriter(s) advise the Company, in
      writing, that in their reasonable good faith opinion, marketing or other factors
      dictate that a limitation on the number of shares of Common Stock which may
      be
      included in the Registration Statement is necessary to facilitate and not
      adversely affect the proposed offering, then the Company shall include in such
      registration: 

     

    
      
        
        

      

      
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    (1) first,
      all securities the Company proposes to sell for its own account;
      and

    


    (2) second,
      up to the full number of securities proposed to be registered for the account
      of
      the holders of securities entitled to inclusion of their securities in the
      Registration Statement by reason of demand or mandatory registration
      rights.

    


    (b)
       The
      Company shall keep each of the Registration Statement required to be filed
      hereunder effective pursuant to Rule 415 at all times until the earlier of
      (i)
      the life that all or a portion of the Collateral is pledged by the Investor;
      (ii) the date as of which the Investor may sell all of the Warrant Shares
      covered by such Registration Statement pursuant to Rule 144(k) promulgated
      under
      the 1933 Act (or successor thereto) or (iii) the date on which (A) the Investor
      shall have sold all of the Warrant Shares covered by such Registration Statement
      and (B) none of the Warrants are outstanding (the "Registration Period"), each
      of which Registration Statements (including any amendments or supplements
      thereto and prospectuses contained therein) shall not contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein, or necessary to make the statements therein, in light of the
      circumstances in which they were made, not misleading. 

    


    (c) The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Warrant Shares of the Company
      covered by such Registration Statement until such time as all of such Warrant
      Shares shall have been disposed of in accordance with the intended methods
      of
      disposition by the Investor as set forth in such Registration Statement.


    


    (d)
       The
      Investor agrees that the Company shall not be precluded from registering any
      additional shares of its Common Stock underlying the securities of the Company
      in the Registration Statement.

    


    
      	 	
              1.4

            	
              The
                Loan.

            


    

    


    (a) Term
      of the Loan. The
      Company agrees that the term of the Loan shall not exceed January 16th,
      2009
      (the “Term”).

    


    (b) Investor
      Approval.
       The
      Company agrees that it shall not procure any Loan with a Lender, or execute
      any
      definitive documentation in connection with a proposed Loan, without the prior
      written consent of the Investor, which shall not be unreasonably withheld.
      The
      Company shall provide written notice to the Investor which sets forth the terms
      of a proposed Loan at least 5 business days prior to the execution of definitive
      documentation in connection with such proposed Loan.
      The
      Investor shall have 3
      business
      days following receipt of the notice to reasonably object to the terms proposed
      Loan. In the event such terms and conditions are modified during the notice
      period, the Investors shall be given prompt notice of such modification and
      shall have the right during the 3
      business
      days following the notice of modification, whichever is longer, to reasonably
      object to the terms proposed Loan.  

     

    
      
        
        

      

      
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    (c) Pledge
      and Guaranty of the Company’s Chief Executive Officer. The
      Company shall use its best efforts to cause its Chief Executive Officer to
      pledge such number of shares of Common Stock beneficially owned by the Chief
      Executive Officer equal to 100% of the initial amount of the Collateral pledged
      by the Investor at a price of $.50 per share, as further collateral for the
      Loan. In addition, the Company shall use its best efforts to cause its Chief
      Executive Officer to personally guarantee the Loan.

    


    ARTICLE
      2.

    REPRESENTATIONS
      AND WARRANTIES OF THE INVESTORS

    


    2.1
      Compliance
      with Law.
      The
      Investor’s trading activities with respect to shares of the Company’s Common
      Stock will be in compliance with all applicable state and federal securities
      laws, rules and regulations and rules and regulations of the principal market
      on
      which the Company’s Common Stock is listed.

    


    2.2
      Intent.
      The
      Investor is entering into this Agreement for his own account for investment
      purposes only and not with a view to or for sale in connection with any
      distribution of the Warrants. The Investor has no present arrangement (whether
      or not legally binding) at any time to sell the Warrants to or through any
      person or entity; provided, however, that by making the representations herein,
      the Investor does not agree to hold such securities for any minimum or other
      specific term and reserves the right to dispose of the shares underlying the
      Warrants at any time in accordance with federal and state securities laws
      applicable to such disposition.

     

    
      2.3
        Investment
        Experience.
        The
        Investor acknowledges that he can bear the economic risk and complete loss
        of
        its investment in the securities and has such knowledge and experience in
        financial or business matters that it is capable of evaluating the merits
        and
        risks of the investment contemplated hereby.

    

     

    
      2.4.
        Authorization
        and Power.
        The
        Investor has the requisite power and authority to enter into and perform
        this
        Agreement and to purchase the Warrants being issued to him hereunder. The
        execution, delivery and performance of this Agreement by the Investor and
        the
        consummation by him of the transactions contemplated hereby and thereby have
        been duly authorized by all necessary corporate or partnership action, and
        no
        further consent or authorization is required. This Agreement has been duly
        authorized, executed and delivered by the Investor and constitutes, or shall
        constitute when executed and delivered, a valid and binding obligation of
        the
        Investor enforceable against the Investor in accordance with the terms
        thereof.

       

    

    
      2.5.
        No
        Conflicts.
        The
        execution, delivery and performance of this Agreement and the consummation
        by
        the Investor of the transactions contemplated hereby or relating hereto do
        not
        and will not conflict with, or constitute a default (or an event which with
        notice or lapse of time or both would become a default) under, or give to
        others
        any rights of termination, amendment, acceleration or cancellation of any
        agreement, indenture or instrument or obligation to which the Investor is
        a
        party or by which his properties or assets are bound, or result in a violation
        of any law, rule, or regulation, or any order, judgment or decree of any
        court
        or governmental agency applicable to the Investor or his properties (except
        for
        such conflicts, defaults and violations as would not, individually or in
        the
        aggregate, have a material adverse effect on the Investor). The Investor
        is not
        required to obtain any consent, authorization or order of, or make any filing
        or
        registration with, any court or governmental agency in order for it to execute,
        deliver or perform any of its obligations under this Agreement or to acquire
        the
        Warrants in accordance with the terms hereof, provided that for purposes
        of the
        representation made in this sentence, the Investor is assuming and relying
        upon
        the accuracy of the relevant representations and agreements of the Company
        herein.

       

    

    
      
        
        

      

      
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    2.6. Information
      on Company.
      The
      Investor has been furnished with or has had access at the EDGAR Website of
      the
      Commission to the Company's Form 10-KSB for the year ended December 31, 2006
      as
      filed with the Commission, together with all subsequently filed Forms 10-QSB,
      8-K, and filings made with the Commission available at the EDGAR website
      (hereinafter referred to collectively as the "SEC Reports"). In addition, the
      Investor has received in writing from the Company such other information
      concerning its operations, financial condition and other matters as the Investor
      has requested in writing (such other information is collectively, the "Other
      Written Information"), and considered all factors the Investor deems material
      in
      deciding on the advisability of investing in the securities. The
      Investor has had full opportunity to conduct, and has conducted, a complete
      and
      thorough due diligence investigation of the Company, and such opportunity has
      been made available to the Investor’s professional representative(s) to ask
      questions of and receive answers from representatives of the Company concerning
      the Company and its financial condition and prospects, as well as request
      additional information necessary to verify the accuracy of the SEC Reports
      and
      Other Written Information provided to Investor.

     

    2.7. Information
      on Investor.
      The
      Investor is, and will be at the time of the issuance of the Warrants, an
      "accredited investor", as such term is defined in Regulation D promulgated
      by
      the Commission under the 1933 Act, is experienced in investments and business
      matters, has made investments of a speculative nature and has purchased
      securities of United States publicly-owned companies in private placements
      in
      the past and, with its representatives, has such knowledge and experience in
      financial, tax and other business matters as to enable the Investor to utilize
      the information made available by the Company to evaluate the merits and risks
      of and to make an informed investment decision with respect to the proposed
      purchase, which represents a speculative investment. The Investor has the
      authority and is duly and legally qualified to purchase and own the Warrants.
      The Investor is able to bear the risk of such investment for an indefinite
      period and to afford a complete loss thereof. The information set forth on
      the
      signature page hereto regarding the Investor is accurate. 
      The
      Investor is not required to be registered as a broker-dealer under Section
      15 of
      the Securities Exchange Act of 1934, as amended (the "1934 Act") and the
      Investor is not a broker-dealer.

     

    2.8. Receipt
      of Warrants.
      The
      Investor will receive the Warrants as principal for his own account for
      investment only and not with a view toward, or for resale in connection with,
      the public sale or any distribution thereof.

     

    
      
        
        

      

      
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    2.9. Compliance
      with Securities Act.
      The
      Investor understands and agrees that the Warrants have not been registered
      under
      the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of Investor
      contained herein), and that such Securities must be held indefinitely unless
      a
      subsequent disposition is registered under the 1933 Act or any applicable state
      securities laws or is exempt from
      such
      registration.
      Resales
      of the securities by the Investor will be made in compliance with all applicable
      securities laws including Regulation M of the Securities Exchange Act and
      prospectus delivery requirements.

     

    2.10. Communication
      of Offer.
      The
      offer to sell the securities was directly communicated to the Investor by the
      Company. At no time was the Investor presented with or solicited by any leaflet,
      newspaper or magazine article, radio or television advertisement, or any other
      form of general advertising or solicited or invited to attend a promotional
      meeting otherwise than in connection and concurrently with such communicated
      offer.

    


    2.11. Confidentiality/Public
      Announcement.
      From the
      date of this Agreement and until the Company makes a public announcement of
      the
      transactions contemplated by this Agreement by filing a Form 8-K, Investor
      agrees he will not disclose publicly or privately the nature of the transactions
      contemplated under this Agreement unless expressly agreed to in writing by
      the
      Company, or only to the extent required by law.

     

    2.12. Authority;
      Enforceability.
      This
      Agreement and other agreements delivered together with this Agreement or in
      connection herewith have been duly authorized, executed and delivered by the
      Investor and are valid and binding agreements enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights generally and to general principles of equity;
      and Investor has full corporate power and authority necessary to enter into
      this
      Agreement and such other agreements and to perform his obligations hereunder
      and
      under all other agreements entered into by the Investor relating
      hereto.

    


    2.13. Restricted
      Securities.
      Investor understands that the securities have not been registered under the
      1933
      Act and the Investor will not sell, offer to sell, assign, pledge, hypothecate
      or otherwise transfer any of the securities unless pursuant to an effective
      registration statement under the 1933 Act. Notwithstanding anything to the
      contrary contained in this Agreement, the Investor may transfer (without
      restriction and without the need for an opinion of counsel) the securities
      to
      his Affiliates (as defined below) provided that each such Affiliate is an
“accredited investor” under Regulation D and such Affiliate agrees to be bound
      by the terms and conditions of this Agreement. For the purposes of this
      Agreement, an “Affiliate” of any person or entity means any other person or
      entity directly or indirectly controlling, controlled by or under direct or
      indirect common control with such person or entity. Affiliate includes each
      subsidiary of the Company. For purposes of this definition, “control” means the
      power to direct the management and policies of such person or firm, directly
      or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise.

    


    2.14. No
      Governmental Review.
      The
      Investor understands that no United States federal or state agency or any other
      governmental or state agency has passed on or made recommendations or
      endorsement of the securities or the suitability of the investment in the
      securities nor have such authorities passed upon or endorsed the merits of
      the
      offering of the securities.

     

    
      
        
        

      

      
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    2.15.
      No
      Market Manipulation.
      The
      Investor has not taken, and will not take, directly or indirectly, any action
      designed to, or that might reasonably be expected to, cause or result in
      stabilization or manipulation of the price of the Common Stock to facilitate
      the
      sale or resale of the securities or affect the price at which the securities
      may
      be issued or resold.

    


    2.16.
      Short
      Position and Short Sales.
      The
      Investor covenants that neither he nor any of his affiliates will engage in
      any
      illegal short sales of or illegal hedging transactions with respect to the
      Common Stock.

    


    2.17. Correctness
      of Representations.
      The
      Investor represents that the foregoing representations and warranties are true
      and correct as of the date hereof and, unless the Investor otherwise notifies
      the Company prior to the date hereof, shall be true and correct as of the date
      hereof.

    


    2.18. Survival.
      The
      foregoing representations and warranties shall survive for a period of two
      years
      from the date hereof.

    


    ARTICLE
      3.

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    3.1. Organization
      of the Company.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the State of Nevada and has all requisite corporate authority to
      own
      its properties and to carry on its business as now being
      conducted.

    


    3.2. Authority.
      (i)
      The
      Company has the requisite corporate power and corporate authority to enter
      into
      and perform its obligations under this Agreement and to issue the Warrants
      and
      the Warrant Shares pursuant to their respective terms, (ii)
      the
      execution, issuance and delivery of the this Agreement, the Warrants by the
      Company and the consummation by it of the transactions contemplated thereby
      have
      been duly authorized by all necessary corporate action and no further consent
      or
      authorization of the Company or its Board of Directors or stockholders is
      required, and (iii)
      this
      Agreement and the Warrants have been duly executed and delivered by the Company
      and shall constitute valid and binding obligations of the Company enforceable
      against the Company in accordance with their terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency, or similar
      laws relating to, or affecting generally the enforcement of, creditors’ rights
      and remedies or by other equitable principles of general application. The
      Company has duly and validly authorized and reserved for issuance shares of
      Common Stock sufficient in number for the conversion of the exercise of the
      Warrants. The Company further acknowledges that its obligation to issue Warrant
      Shares upon exercise of the Warrants in accordance with this Agreement is
      absolute and unconditional regardless of the dilutive effect that such issuance
      may have on the ownership interests of other stockholders of the
      Company. 

     

    
      
        
        

      

      
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    3.3. Common
      Stock.
      The
      Company has registered its Common Stock pursuant to Section 12(b)
      or
(g)
      of the
      Exchange Act and is in full compliance with all reporting requirements of the
      Exchange Act, and the Company is in compliance with all requirements for the
      continued listing or quotation of its Common Stock, and such Common Stock is
      currently listed or quoted on, the Principal Market. As of the date hereof,
      the
      Principal Market is the OTC Bulletin Board and the Company has not received
      any
      notice regarding, and to its knowledge there is no threat of, the termination
      or
      discontinuance of the eligibility of the Common Stock for such posting or
      listing.

    


    3.4. SEC
      Documents.
      The
      SEC
      Reports contain all material information relating to the Company and its
      operations and financial condition as of their respective dates which
      information is required to be disclosed therein. Since the date of the financial
      statements included in the SEC Reports, there has been no material adverse
      event
      relating to the Company's business, financial condition or affairs not disclosed
      in the SEC Reports. The SEC Reports do not contain any untrue statement of
      a
      material fact.

    


    3.5. Exemption
      from Registration; Valid Issuances.
      Subject
      to the accuracy of the Investor’s representations in Article 2, the sale of the
      Warrants and the Warrant Shares will not require registration under the
      Securities Act and/or any applicable state securities law (other than any SEC,
      Principal Market or state securities filings that may be required to be made
      by
      the Company subsequent to closing and any registration statement that may be
      filed pursuant hereto). When issued and paid for in accordance with the
      Warrants, the Warrant Shares will be duly and validly issued, fully paid, and
      non-assessable. Neither the sales of the Warrants or the Warrant Shares pursuant
      to, nor the Company’s performance of its obligations under this Agreement and
      the Warrants will (i)
      result
      in the creation or imposition by the Company of any liens, charges, claims
      or
      other encumbrances upon the Warrants or the Warrant Shares or, except as
      contemplated herein, any of the assets of the Company, or (ii)
      entitle
      the holders of outstanding capital shares to preemptive or other rights to
      subscribe for or acquire the capital shares or other securities of the Company.
      None of the securities shall subject the Investor to personal liability to
      the
      Company or its creditors by reason of the possession thereof.

    


    3.6. No
      Directed Selling, General Solicitation or Advertising in Regard to this
      Transaction.
      Neither
      the Company nor any of its affiliates nor, to the knowledge of the Company,
      any
      person acting on its or their behalf (i)
      has
      conducted or will conduct any general solicitation (as that term is used in
      Rule
502(c)
      of
      Regulation D)
      or
      general advertising with respect to the sale of the Warrants, or (ii)
      made any
      offers or sales of any security or solicited any offers to buy any security
      under any circumstances that would require registration of the sale of the
      securities under the Securities Act.

    


    3.7. No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Company of the transactions contemplated hereby or relating hereto do not
      and will not (i) result in a violation of the Company’s charter documents or
      bylaws or other organizational documents or (ii) conflict with, or constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of any agreement, indenture or instrument or
      obligation to which the Company is a party or by which its properties or assets
      are bound, or result in a violation of any law, rule, or regulation, or any
      order, judgment or decree of any court or governmental agency applicable to
      the
      Investor or its properties (except for such conflicts, defaults and violations
      as would not, individually or in the aggregate, have a material adverse effect
      on the Company). The Company is not required to obtain any consent,
      authorization or order of, or make any filing or registration with, any court
      or
      governmental agency in order for it to execute, deliver or perform any of its
      obligations under this Agreement sell the Warrants in accordance with the terms
      hereof, provided that for purposes of the representation made in this sentence,
      the Company is assuming and relying upon the accuracy of the relevant
      representations and agreements of the Investor herein.

     

    
      
        
        

      

      
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    3.8. No
      Material Adverse Change.
      Since
      December 31, 2005 no material adverse effect has occurred or exists with respect
      to the Company, except as disclosed in the SEC Reports filed prior to the date
      hereof and available on EDGAR.

    


    3.9. Litigation
      and Other Proceedings.
      Except
      as disclosed in the SEC Reports, there are no lawsuits or proceedings pending
      or, to the knowledge of the Company, threatened, against the Company, nor has
      the Company received any written or oral notice of any such action, suit,
      proceeding or investigation, which could reasonably be expected to have a
      material adverse effect. Except as set forth in the SEC Reports, no judgment,
      order, writ, injunction or decree or award has been issued by or, to the
      knowledge of the Company, requested of any court, arbitrator or governmental
      agency which could result in a material adverse effect. There is no action,
      proceeding or investigation by the Company currently pending or that the Company
      intends to initiate.

    


    3.10. No
      Misleading or Untrue Communication.
      The
      Company and, to the knowledge of the Company, any person representing the
      Company, or any other person selling or offering to sell the Warrants in
      connection with the transaction contemplated by this Agreement, have not made,
      at any time, any oral communication in connection with the offer or sale of
      the
      same which, together with all such communications, including the SEC Reports,
      taken as a whole, contained any untrue statement of a material
      fact.

    


    3.11 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company shall continue to
      reserve and keep available at all times shares of Common Stock for the purpose
      of enabling the Company to issue the Warrant Shares pursuant to any exercise
      of
      the Warrants in an amount not less than the number needed to provide for the
      issuance of Warrant Shares, as may be adjusted from time to time. The Company
      further agrees that if at any time the number of shares of Common Stock
issuable
      upon
      conversion of the Warrants would cause the Company to be obligated to issue
      a
      number of shares of Common Stock in excess of its authorized capital (after
      taking into account all other capital shares equivalents then existing), it
      shall promptly commence all necessary corporate and stockholder action necessary
      to increase its authorized capital so as to eliminate the aforesaid
      condition.

    


    3.12. Listing
      of Common Stock.
      The
      Company hereby agrees to maintain the listing or quotation of the Common Stock
      on a principal market, and as soon as required by the rules of the principal
      market to list the Warrant Shares on the principal market. The Company further
      agrees, if the Company applies to have the Common Stock traded on any other
      principal market, it will include in such application the Warrant Shares, and
      will take such other action as is necessary or desirable in the opinion of
      the
      Investor to cause the Warrant Shares to be listed on such other principal market
      as promptly as possible. The Company will take all action necessary to continue
      the listing and trading of its Common Stock on a principal market and will
      comply in all respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the principal market. 

     

    
      
        
        

      

      
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    3.12. Exchange
      Act Registration.
      The
      Company will cause its Common Stock to continue to be registered under Section
      12(b)
      or
(g)
      of the
      Exchange Act, will use its best efforts to comply in all respects with its
      reporting and filing obligations under the Exchange Act.

    


    3.13. Corporate
      Existence; Conflicting Agreements.
      The
      Company will take all steps necessary to preserve and continue the corporate
      existence of the Company. The Company shall not enter into any agreement, the
      terms of which agreement would restrict or impair the right or ability of the
      Company to perform any of its obligations under this Agreement or any of the
      other Transaction Documents.

    


    3.14. Issuance
      of Warrant Shares.
      The
      sale of the Warrants and the issuance of the Warrant Shares pursuant to exercise
      of the Warrants shall be made in accordance with the provisions and requirements
      Section 4(2), 4(6)
      or
      Regulation D
      and any
      applicable state securities law. The Company shall make any necessary SEC and
      “blue sky” filings required to be made by the Company in connection with the
      sale of such securities to the Investor as required by all applicable
      laws.

    


    ARTICLE
      4.

    LEGENDS

    


    
      	
            	4.1	
              Legends.
                The Warrant Shares shall bear the following or similar legend:
                

            


    

    


    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE
      SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY
      APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
      TO TXP CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

     

    (i) Warrants
      Legend.
      The
      Warrants shall bear the following or
      similar legend:

     

    "THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE
      STATE
      SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
      OF
      THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
      ACT
      OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO TXP CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED."

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5.

    GENERAL
      PROVISIONS

     

    5.1 Specific
      Performance. The
      parties hereto acknowledge and agree that the breach of this Agreement would
      cause irreparable damage to the non-breaching parties and that the non-breaching
      parties will not have an adequate remedy at law. Therefore, the obligations
      of
      each of the parties under this Agreement, shall be enforceable by a decree
      of
      specific performance issued by any court of competent jurisdiction, and
      appropriate injunctive relief may be applied for and granted in connection
      therewith. Such remedies shall, however, be cumulative and not exclusive and
      shall be in addition to any other remedies which any party may have under this
      Agreement or otherwise.

     

    5.2 Further
      Assurances. The
      parties hereto each agree to execute and deliver such other documents or
      agreements and to take such other action as may be reasonably necessary or
      desirable for the implementation of this Agreement and the consummation of
      the
      transactions contemplated hereby.

     

    5.3 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    5.4 Headings. Section
      headings of this Agreement are for reference purposes only and are to be given
      no effect in the construction or interpretation of this Agreement.

     

    5.5 Binding
      Effect. This
      Agreement is irrevocable and shall be binding upon and inure to the benefit
      of
      the parties and their respective successors and permitted assigns. 

     

    5.6 Counterparts.
      This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

     

    5.7 Expenses.
      Each
      party shall pay its own expenses incident to the negotiation, preparation and
      performance of this Agreement and the transactions contemplated hereby,
      including all fees and expenses of its counsel and accountants for all
      activities of such counsel and accountants undertaken pursuant to this
      Agreement, whether or not the transactions contemplated hereby are
      consummated.

     

    
      
        
        

      

      
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    5.8 Amendments;
      Waivers.
      This
      Agreement may not be amended or modified, nor may compliance with any condition
      or covenant set forth herein be waived, except by a writing duly and validly
      executed by Investor and the Company, or, in the case of a waiver, the party
      waiving compliance. No delay on the part of any party in exercising any right,
      power or privilege hereunder shall operate as a waiver thereof, nor shall any
      waiver on the part of any party of any such right, power or privilege, or any
      single or partial exercise of any such right, power or privilege, preclude
      any
      further exercise thereof or the exercise of any other such right, power or
      privilege.

     

    [Remainder
      of page intentionally left blank.]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
      first written above.

    
      	 	 	 
	 	TXP
              CORPORATION
	 
 	 
 	 
 
	
            	By:  	/s/
              Michael C. Shores
	 	
              

              Name:
                Michael C. Shores

              Title:
                Chief Executive Officer

            


    

     

    
      	 	 	/s/
              James Von Ehr II
	 	
              
                

              

                                    
                James Von Ehr II 

            


    

     

    
      
        
        

      

      
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