Amendment to Secured Convertible Note between TXP Corporation and Cornell Capital Partners, LP (July 13, 2007)

Summary

This agreement amends the terms of a secured convertible note issued by TXP Corporation to Cornell Capital Partners, LP. The conversion price for the note is set at $0.41 per share, but will automatically decrease to $0.25 per share if TXP does not raise at least $1,000,000 in new equity within 210 days of the initial closing. Additionally, the interest rate increases to 10% starting July 29, 2007, until the equity is raised, after which it returns to 6%. All other terms of the original note remain unchanged.

EX-10.1 2 v081227_ex10-1.htm

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:

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.

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 121^st 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 13^th day of July 2007:

TXP CORPORATION

By: /s/ Michael C. Shores

Name: Michael C. Shores

Title: CEO