CORNELL
        CAPITAL PARTNERS, LP

      101
        Hudson Street, Suite 3700

      Jersey
        City, New Jersey 07092

      


       

      July
        13,
        2007

      


       

      TXP
        Corporation

      1299
        Commerce Drive

      Richardson,
        Texas 75081

      


      Attention:
        Michael C. Shores, CEO

      


      


      
        	 	
                Re:

              	
                Secured
                  Convertible Note Issued March 30, 2007 (the “Note”), by TXP Corporation
                  (the “Company”) to Cornell Capital Partners, LP
                  (“Cornell”)

              


      

      


      Dear
        Mr.
        Shores:

      


      This
        letter represents our understanding of the terms of amendment of the Note,
        which
        are as follows:

      


      
        	
              	1.	
                Section
                  4(c)(1) of the Note is hereby modified to
                  read:

              


      

      


      “The
        conversion price in effect on any Conversion Date shall be equal to $0.41
        per
        share (the “Conversion
        Price”).
        In
        the event that the Company has not raised at least One Million Dollars
        ($1,000,000) in additional equity capital between the date of the First Closing
        and the date that is two hundred and ten (210) days after the date of the
        First
        Closing (the “Equity Requirement Date”), the Conversion Price shall
        automatically become $0.25 per share, effective the first Business Day after
        the
        Equity Requirement Date. The Conversion Price may be adjusted pursuant to
        the
        terms of this Note.

      


      
        	
              	2.	
                The
                  interest rate as set forth in Section 1(a) of the Note shall be
                  deemed to
                  be ten percent (10%) for all days beginning on July 29, 2007, which
                  represents the 121st
                  day from March 30, 2007, until such date as the additional equity
                  capital
                  set forth in Section 4(c)(1) of the Note is raised in full, at
                  which such
                  time the interest rate shall revert back to six percent
                  (6%).

              


      

      


      As
        modified herein, the Note remains in full force and effect and the parties
        to
        not intend to modify the Note in any way other than as set forth
        herein.

      


      This
        letter agreement shall be governed by and construed in accordance with the
        laws
        of the State of New Jersey.

      


      [Signature
        Page to Follow]

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      This
        letter agreement may be executed in one or more counterparts each of which
        taken
        together shall constitute one and the same agreement. Any signature delivered
        by
        a party by facsimile transmission shall be deemed an original signature
        hereto.

       

       

      
        	 	 	 
	 	
                Very
                  truly yours,

                


                CORNELL
                  CAPITAL PARTNERS, LP

                By:
                  Yorkville Advisors, LLC

                Its:
                  Investment Manager

              
	 
 	 
 	 
 
	 	By:  	/s/ Mark
                Angelo
	 	
                
Name: Mark
                Angelo
	 	Title:
                 Portfolio
                Manager


      

      


      
        


      Acknowledged
        and Agreed to 

      as
        of
        this 13th
        day of
        July 2007:

      


      TXP
        CORPORATION

      


      By:
         /s/
        Michael C.
        Shores                                            


      Name: Michael
        C. Shores

      Title: CEO