As previously reported in Current Reports on Form 8-K filed by TXP Corporation (the "Company") with the Securities and Exchange Commission (the "SEC") on June 2, 2008 and October 15, 2008, on May 29, 2008 the Company consummated a Securities Purchase Agreement (the "Purchase Agreement") with YA Global Investments, L.P. ("YA Global") providing for the sale by the Company to YA Global of its 12% secured convertible debentures in the aggregate principal amount of $5,750,000 (the "Debentures"), of which a $3,000,000 Debenture was issued on May 29, 2008, a $1,500,000 Debenture was issued on August 14, 2008, and a $1,250,000 Debenture is scheduled to be issued on or about November 15, 2008.

Beginning on October 31, 2008 and each monthly anniversary thereafter until paid in full, the Company was required to redeem the outstanding principal amount of the Debentures in installments equal to $167,777 per month, in cash or in common stock (the "Redemption Shares") at the Company's option and if certain additional conditions are met, at a per share price equal to the lesser of (i) the conversion price, or (ii) a 25% discount to the lowest daily volume weighted average price for the common stock for the 20 trading days prior to the redemption payment date; provided that, the Redemption Share component of each redemption payment will be limited to 15% of the dollar value of the common stock traded over the previous 30 trading days.

On November 13, 2008, the Company entered into a Deferral Agreement (the "Deferral Agreement") with YA Global deferring the mandatory redemption payments of principal and accrued and unpaid interest which were scheduled to be made on October 31, 2008 and November 30, 2008 to December 15, 2008; provided that, interest shall continue to accrue on the mandatory redemption payments previously due on October 31, 2008 and November 30, 2008 until such mandatory redemption payments are paid in full.

In addition, as previously reported in the Current Report on Form 8-K filed by the Company with the SEC on June 2, 2008, on May 29, 2008 the Company entered into an amendment to the secured convertible notes issued to YA Global pursuant to that certain securities purchase agreement dated as of March 30, 2007 to, among other things, provide for the commencement of mandatory redemption payments by the Company in the amount of $100,000 per month, consisting of accrued and unpaid interest and principal, on October 31, 2008.

Under the Deferral Agreement, mandatory redemption payments of principal and accrued and unpaid interest under the March 2007 notes which were scheduled to be made on October 31, 2008 and November 30, 2008 were deferred to December 15, 2008; provided that, interest shall continue to accrue on the mandatory redemption payments previously due on October 31, 2008 and November 30, 2008 until such mandatory redemption payments are paid in full.

(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        Deferral Agreement dated as of November 13, 2008 by and
            between TXP Corporation and YA Global Investments, L.P.