**TXP
      CORPORATION**




**CODE
      OF ETHICS FOR DIRECTORS, OFFICERS AND EMPLOYEES**





**1.0**
            **Purpose**




The
      purpose of the Code of Ethics (this “Code”) of TXP Corporation (the “Company”)
      is to deter wrongdoing and to promote:




·
            honest
                and ethical conduct, including the ethical handling of actual and
                apparent
                conflicts of interest between personal and professional
                relationships;




·
            full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that the Company files with or submits to the Securities
                and
                Exchange Commission and in other public communications made by the
                Company;




·
            compliance
                with applicable governmental laws, rules and
                regulations;




·
            accountability
                for adherence to the Code; and




·
            the
                prompt internal reporting to an appropriate person or persons of
                violations of the Code.




**2.0**
            **Introduction**.




The
      Chief
      Executive Officer, principal executive officers, Senior Financial Officers
      and
      Directors are expected to adhere to a high standard of ethical conduct. The
      reputation and good standing of the Company depend on how the Company’s business
      is conducted and how the public perceives that conduct. Unethical actions,
      or
      the appearance of unethical actions, are not acceptable. In addition to each
      of
      the directives set forth below, the Chief Executive Officer, each principal
      executive officer, each Senior Financial Officer and Director shall be guided
      by
      the following principles in carrying out their duties and responsibilities
      on
      behalf of the Company:




·
            Loyalty,
                Honesty and Integrity.
                You must not be, or appear to be, subject to influences, interests
                or
                relationships that conflict with the best interests of the
                Company.


·
            Observance
                of Ethical Standards.
                When carrying out your duties and responsibilities on behalf of the
                Company, you must adhere to the high ethical standards described
                in this
                Code.


·
            Accountability.
                You are responsible for your own adherence and the adherence of the
                other
                officers and Directors to whom this Code applies. Familiarize yourself
                with each provision of this Code and those set forth in the Company’s
                Insider Trading Policy.










**3.0**
            **Ethics**




The
      Company and its directors, officers and employees are expected to conduct their
      affairs with each other and with clients, vendors and other third parties with
      honesty and integrity and without taking unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      or
      any other unfair practice. They must respect the rights of others, and their
      actions must be free from discrimination, defamation and harassment. Each person
      with whom the Company has dealings must be accorded equal opportunity,
      regardless of age, race, color, gender, sexual preference, religion, national
      origin, marital status, veteran status and disability.




The
      following paragraphs concern frequently raised ethical questions. It is
      important that anyone having knowledge of a violation of this Code follow the
      steps outlined in the paragraph on “Reporting Violations,” so that corrective
      action, including possible dismissal, may be taken.




**4.0**
            **Conflicts
                of Interest**




The
      Company’s directors, officers and employees and members of their immediate
      families must avoid activities, associations and personal or family interests
      that could conflict or appear to conflict with the interests of the Company
      as a
      whole. Examples of such activities, associations and personal or family
      interests include the following:




·
            exploiting
                their positions for inappropriate personal gain, including taking
                advantage of non-public information about the Company, clients or
                vendors;




·
            causing
                the Company to engage in business transactions with family members
                or
                friends;




·
            acquiring
                or having a financial interest in the Company’s customers, vendors or
                competitors;




·
            taking
                for themselves or their family members opportunities that arise through
                the use of corporate property, information or position;




·
            competing
                with the Company;




·
            receiving
                from the Company or any of its customers or suppliers loans or guarantees
                of obligations; and




·
            engaging
                in any conduct or activities that are inconsistent with the Company’s best
                interests or that disrupt or impair the Company’s relationship with any
                person or entity with which the Company has or proposes to enter
                into a
                business or contractual
                relationship.







Notwithstanding
      the foregoing, the Company may engage in transactions, contracts or business
      arrangements with one or more of its directors, officers or employees or members
      of their families or with corporations, partnerships, associations and other
      organizations in which one or more of such persons are directors or officers
      or
      have a financial interest, only upon full compliance with the applicable
      provisions of the Nevada General Corporation Law and only if the terms of any
      such transaction, contract or business arrangement are no less favorable to
      the
      Company than those that could have been obtained in a comparable transaction,
      contract or business arrangement with an unrelated person.




**5.0**
            **Gifts,
                Bribes and Kickbacks**




Other
      than for gifts given or received in the normal course of business and having
      only nominal or modest value, within guidelines set by the Company, directors,
      officers and employees and members of their immediate families should not give
      gifts to or receive gifts from the Company’s customers or suppliers.




**6.0**
            **Accurate
                Periodic Reports**




The
      Company is required to make full, fair, accurate, timely and understandable
      disclosure in reports that it files with the Commission and in other public
      communications. Adherence to the following guidelines will ensure compliance
      by
      the Company with these requirements:




·
            Company
                accounting records must fairly and accurately reflect, in reasonable
                detail, the transactions and occurrences to which they relate and
                the
                Company’s assets, liabilities, revenues and
                expenses.




·
            Company
                accounting records must not contain any false or intentionally misleading
                entries.




·
            All
                transactions must be supported by accurate documentation in reasonable
                detail and entered in the proper account and the proper accounting
                period.




·
            The
                Company must have in place and adhere to effective internal accounting
                controls and disclosure controls and
                procedures.




·
            No
                information should be concealed from the independent auditor or from
                those
                responsible for the internal control
                function.









**7.0**
            **Confidentiality**




Company
      directors, officers and employees shall take reasonable care to maintain the
      confidentiality of non-public information that is entrusted to them by the
      Company or its customers or vendors or otherwise comes to their attention in
      connection with or as a result of their services to the Company, except when
      disclosure is authorized or mandated. Such persons should take appropriate
      steps
      to prevent unauthorized access to such information.




**8.0**
            **Protection
                of Company Assets**




All
      directors, officers and employees to whom assets of the Company are entrusted
      are expected to use the Company’s assets only for legitimate Company purposes
      and not for personal advantage. They must take reasonable care to secure from
      loss or theft all Company assets that come under their control or of which
      they
      have possession.




**9.0**
            **Compliance
                with Law and Code**




The
      Company and its directors, officers and employees are expected to comply with
      both the letter and spirit of all governmental laws, rules and regulations,
      including insider trading laws, which are the subject of separate policy
      statements adopted September 10, 2002. Any such person who fails to comply
      with
      this Code or knowingly fails to comply with applicable laws will be subject
      to
      disciplinary measures, including dismissal or, for directors, exclusion from
      the
      Board’s nominees for re-election.




**10.0**
            **Reporting
                Violations**




Employees,
      directors and officers who become so aware or have such suspicions should report
      such facts and circumstances. The Company will not allow retaliation for reports
      of violations made in good faith. Violations should be reported by calling
      the
      TXP Corporate Governance Hotline: Telephone:  1-888-475-8376