Amendment to Secured Convertible Note No. TXP-2-2 between TXP Corporation and YA Global Investments, L.P.

Summary

This amendment, dated May 29, 2008, modifies the terms of Secured Convertible Note No. TXP-2-2 originally issued by TXP Corporation to YA Global Investments, L.P. The changes include setting the conversion price at $0.20 per share and adjusting the interest rate to 12% per year. If there is a default that is not cured, the interest rate increases to 20% per year until the default is resolved. The amendment is signed by TXP Corporation's CEO.

EX-10.12 13 v116271_ex10-12.htm

TXP CORPORATION

AMENDMENT TO

SECURED CONVERTIBLE NOTE

No. TXP-2-2

THIS AMENDMENT SHOULD BE ATTACHED TO

THE ORIGINAL NOTE

This Amendment (this “Amendment”) dated May 29, 2008 is issued in connection with that certain Secured Convertible Note No. TXP-2-2 (the “Note”) issued by TXP Corporation, (the “Company”) to YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) (the “Holder”) pursuant to the Securities Purchase Agreement dated March 30, 2007. All capitalized terms not defined herein shall have the meaning ascribed to them in the Note.

THIS CERTIFIES THAT, the following amendments are hereby made to the Note:

Section 4(c)(i) of the Notes shall be deleted and replaced in its entirety with the following:

4(c)(i). The conversion price in effect on any Conversion Date shall be equal to $0.20 per shares (the “Conversion Price”). The Conversion Price may be adjusted from time to time pursuant to the terms of the Note.

Effective as of the date hereof, the interest rate shall be adjusted to equal twelve percent (12%) per annum. Furthermore, if an Event of Default occurs and for so long as such Event of Default remains uncured, the interest rate shall immediately become twenty percent (20%) per annum and shall remain at such increased interest rate until the applicable Event of Default is cured.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer.

	TXP CORPORATION

	By:	/s/ Michael C. Shores
	Name:	Michael C. Shores
	Title:	Chief Executive Officer