**TXP
      CORPORATION**


**COMPENSATION
      COMMITTEE CHARTER**




**I.
      Purpose**





The
      Compensation Committee’s (the “ **Committee** ”)
      purpose and role is to discharge the Board of Director’s responsibilities
      relating to (i) compensation and employment agreements between TXP
      Corporation (the “ **Corporation** ”)
      and
      its executives and employees and consultants, (ii) implement, administer
      and issue securities pursuant to any incentive stock option plan or other equity
      based plan of the Corporation in which the Board of Directors has designated
      oversight to the Committee and, (iii) to brief and advise the Board of
      Directors on issues relating to changes in compensation strategies.





**II.
      Organization**





The
      Committee shall consist of three members of the Board of Directors, all of
      whom
      shall be familiar with compensation matters and structures for salary
      compensation of employees, initiative and bonus plans. Each Committee member,
      shall be a non-management member of the Board of Directors and free of any
      relationship that, in the opinion of the Board of Directors, would interfere
      with his or her exercise of independent judgment. No member of the Board of
      Directors shall serve on the Committee at any time that said Board of Directors
      member, or his/her affiliate, is receiving any compensation, directly or
      indirectly, for employment, consulting or other services provided to the
      Corporation other than as a Board of Directors member.





**III.
      Governance and Taking Action**





The
      Committee shall generally meet at least two times per year. Additional meetings
      may occur as the Committee, its Chairperson, or the CEO deem advisable. The
      CEO
      shall not be permitted to attend meetings of the Committee, however, shall
      be
      available to answer questions or provide information to the Committee as
      requested. The Committee will cause to be kept adequate minutes of all its
      proceedings, and will regularly report in summary fashion its actions to the
      next meeting of the Board of Directors. The Board of Directors will be furnished
      with copies of the minutes of each meeting (edited to exclude specific
      compensation details relating to employees who are also members of the Board
      of
      Directors) and any action taken by consent of the Committee. The Committee
      is
      governed by the same rules regarding meetings (including meetings by conference
      telephone or similar communications equipment), action without meetings, notice,
      waiver of notice, and quorum and voting requirements as are applicable to the
      Board of Directors. The Committee is authorized to adopt its own rules of
      procedure not inconsistent with (i) any provision of this Charter,
      (ii) any provision of the by-laws of the Corporation or plans that the
      Committee is authorized to administer, (iii) the laws of the State of
      Nevada; (iv) if the Corporation is required to file reports under the
      Securities and Exchange Act of 1934, as amended (the “ **Exchange
      Act** ”),
      the
      Exchange Act and such rules promulgated thereunder so as to be considered an
      independent committee of the Board of Directors, and of any exchange or
      securities market on which the securities of the Corporation are listed and
      approved for trading.








A.  All
      Committee actions shall be deemed authorized if duly approved by a majority
      of
      Committee members.





B.  The
      Committee shall have such additional rights, duties, responsibilities,
      obligations, authority, and limitations, and shall otherwise be governed as
      more
      fully set forth in the by-laws of the Corporation, or as otherwise directed
      by
      the Board of Directors, from time to time.




C.  The
      Committee will have the resources and authority necessary to discharge its
      duties and responsibilities, including the authority to retain outside counsel
      or other experts or consultants, as it deems appropriate. Any communications
      between the Committee and legal counsel in the course of obtaining legal advice
      will be considered privileged communications of the Corporation, and the
      Committee will take all necessary steps to preserve the privileged nature of
      those communications.





**IV.
      Authority**





The
      Committee shall be governed in accordance with the following rules and have
      the
      authority to meet on behalf of the Board of Directors with respect to the
      following matters, each to the extent of the authority of the full Board of
      Directors:





A.  The
      Committee shall have the authority to establish the total compensation of the
      Executive Officer and other Highly Compensated Personnel (as defined below).





B.  The
      Committee, in cooperation with the CEO, shall establish a cash bonus plan for
      the employees of the Corporation based on an overall bonus pool, the exact
      amount of which has been determined by a formula previously approved by the
      Board of Directors.





C.  The
      Committee shall be responsible for administration and issuance of shares, or
      grant of options or other securities, under the Corporation’s stock option,
      incentive, profit sharing or similar plans, and/or all such other plans as
      may
      be adopted or amended from time to time by the Board of Directors.





D.  The
      Committee shall have authority to grant and issue as compensation, bonus(es)
      or
      incentives, options, shares or other securities, to employees, officers,
      directors and consultants, as the Committee shall in its sole discretion grant
      or issue, each with such conditions and with such terms as the Committee shall
      in its sole discretion approve.





E.  The
      Committee shall also have the full authority to negotiate, enter into, approve,
      authorize and direct the officers of the Corporation to execute, deliver and
      perform employment agreements and other consulting or contracting agreements,
      said agreements being binding obligations of the Corporation as though approved
      by the full Board of Directors.





F.  The
      Committee shall have full and complete access to all aspects of the Corporation,
      its personnel and records as necessary.




G.  The
      Committee shall not have the authority to terminate the Chief Executive Officer
      or the Chief Financial Officer without consent of the Board of Directors.





All
      actions taken by meeting or consent of the Committee which relate to
      compensation as set forth herein, shall be deemed as the actions of the Board
      of
      Directors including, but not limited to, all option grants, security issuing
      as
      compensation, and negotiation, review and approval of employment agreements,
      consulting agreements or other similar arrangements. The Committee shall have
      the power and authority to instruct the proper officers of the Corporation
      to
      execute, deliver and perform said agreements. The Committee shall present all
      minutes, written consents or resolutions approved to the Secretary of the
      Corporation for review by the Board of Directors and entry into the corporate
      minute books of the Corporation. All employment or consulting arrangements
      with
      terms exceeding one (1) year, or compensation (exclusive of discretionary
      cash bonuses and commissions) equal to or exceeding one hundred and fifty
      thousand dollars ($150,000) per annum (“ **Highly
      Compensated Personnel** ”)
      shall
      be ratified by the Committee before becoming valid and binding.