Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2008, TXP Corporation (the "Company") entered into a Factoring and Security Agreement (the "Factoring Agreement") with Landry Marks Partners, L.P. ("Landry") pursuant to which Landry shall have to option to purchase certain account receivables (the "Purchased Accounts") from the Company, from time to time on a revolving basis, up to a maximum amount of $1,500,000 at any one time (the "Purchase Price"), of which, in the initial purchase(s) from Landry (i) $500,000 will be used by the Company to repay, in full, that certain revolving line of credit with First Bank of Canyon Creek; and (ii) $750,000 will be used by the Company to redeem certain outstanding convertible notes previously issued to YA Global Investments, L.P. ("YA Global"). The Company granted a first priority security interest to Landry in all of the Purchased Accounts, future acquired accounts, and all other rights of payment owed to the Company, which will become effective when the revolving line of credit with First Bank of Canyon Creek is repaid.

Under the Factoring Agreement, Landry may require the Company to repurchase, within 5 business days after written demand from Landry, or charge the Reserve Account (as defined below) (i) any Purchased Account the payment of which has been disputed by an account debtor obligated thereon; (ii) any Purchased Account owing from an account debtor which in Landry's reasonable judgment has become insolvent; (iii) all Purchased Accounts upon the occurrence of an event of default under the Factoring Agreement; and (iv) any Purchased Account which remains unpaid beyond 60 days from the date the Purchased Account was purchased by Landry or 90 days from the invoice date of such Purchased Account, whichever is earlier.

The Company is required to maintain a reserve account (the "Reserve Account") with Landry representing an unpaid portion of the Purchase Price in an amount equal to 15% multiplied by the unpaid balance of the Purchased Accounts (the "Required Reserve Amount"). The Company is required to pay to Landry, on demand, any amount by which the Reserve Account is less than the Required Reserve Amount. Landry may charge the Reserve Account with any obligation owed by the Company to Landry under the Factoring Agreement. In addition, so long as no event of default of the Company has occurred and is continuing, the Company may request that Landry pay to the Company any amount by which the Reserve Account exceeds the Required Reserve Amount; provided that, the Company shall be entitled to make such demand not more than twice in any one calendar month.

The Purchase Price for each Purchased Account shall be discounted by 2% of the face amount due on a Purchased Account at the time of purchase. A discount in the amount of 1% of the face amount of any Purchased Account shall be paid by the Company to Landry on all Purchased Accounts not closed within 45 days after the purchase, and every 15 days thereafter, which amount may also be charged against the Reserve Account until such Purchased Account has closed. In addition, an amount equal to 15% of the amount of any payment on a Purchased Account which has been received by the Company and not delivered to Landry on the second business day following receipt by the Company, shall be paid by the Company or charged against the Reserve Account immediately upon accrual. Moreover, 15% of the face amount of any Purchased Account in which an invoice that is sent by the Company to Landry fails to contain a notice of assignment to Landry shall be paid by the Company to Landry or charged against the Reserve Account immediately upon accrual.

On August 13, 2008, the Company entered into an Intercreditor and Subordination Agreement with Landry and YA Global pursuant to which YA Global's first priority security interests in all of the Company's assets granted under the March 2007 and May 2008 Security Agreements will be subordinated to Landry's first priority security interest granted under the Factoring Agreement with respect to all of the Purchased Accounts, future acquired accounts, and all other rights of payment owed to the Company. In addition, YA Global shall have the right to purchase from Landry all of Landry's debt owed by the Company to Landry under the Factoring Agreement for cash equal to the outstanding principal amount of such debt plus accrued and unpaid interest.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above.