On October 15, 2008, TXP Corporation (the "Company") and YA Global Investments, L.P. ("YA Global") entered into Amendment No. 1 (the "Amendment") to the Securities Purchase Agreement dated as of May 29, 2008 (the "Purchase Agreement") pursuant to which the date on which the third closing of the private placement is scheduled to occur was revised from October 15, 2008 to November 15, 2008.

In addition, under the original Purchase Agreement, the Company must (i) enter into a contract (or series of contracts) for the development and sale of optical network terminals on terms that are satisfactory to YA Global in total value of contracts, counterparty, and gross product margins to the Company, and (ii) complete an equity raise resulting in proceeds to the Company of at least $5,000,000 (collectively, the "Milestones"). If the Company fails to achieve at least one of the Milestones on or before October 15, 2008, then the third closing will not occur and YA Global will have the right to require the Company to sell the business or the assets of its iPhotonics business unit before December 31, 2008. The Company shall apply at least 80% of the proceeds of any such sale directly from the sale towards the redemption of the debentures.

Under the Amendment, the date by which the Company is required to achieve at least one of the Milestones was revised from October 15, 2008 to November 15, 2008. Moreover, the date by which the Company must complete the sale of the business or the assets of its iPhotonics business unit if at least one of the Milestones is not achieved by the Company and if so elected by YA Global was revised from December 31, 2008 to January 31, 2009.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

Exhibit                           Description
Number
10.1        Amendment No. 1 to the May 29, 2008 Securities Purchase
            Agreement dated as of October 15, 2008 by and between
            TXP Corporation and YA Global Investments, L.P.