0001144204-07-067757 Sample Contracts

TXP CORPORATION Secured Convertible Note Due: December 13, 2010
TXP Corp • December 17th, 2007 • Electronic & other electrical equipment (no computer equip)

This Secured Convertible Note (the “Note”) is issued by TXP CORPORATION, a Nevada corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated March 30, 2007.

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 17th, 2007 • TXP Corp • Electronic & other electrical equipment (no computer equip)

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is entered into by and between TXP CORPORATION, a Nevada corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) (the “Buyer”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 17th, 2007 • TXP Corp • Electronic & other electrical equipment (no computer equip)

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is entered into by and between TXP Corporation, a Nevada corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) (the “Buyer”).

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