Txp Corp Watch

from 8-K 16 pages Intercreditor and Subordination Agreement

from 8-K 7 pages Guaranty, Dated as of May 29, 2008 Made by Each of the Undersigned (Each a "Guarantor", and Collectively, the "Guarantors"), in Favor of Ya Global Investments, L.P. (The “Buyer”). Whereas, Txp Corporation, a Nevada Corporation (The "Debtor"), and the Buyer Are Parties to the Securities Purchase Agreement of Even Date Herewith (The “Securities Purchase Agreement”); Whereas, It Is a Condition Precedent to the Buyer Purchasing the Debentures (As Defined Below) That the Guarantors Execute and Deliver to the Buyer a Guaranty Guaranteeing a Portion of the Obligations (As Defined Below) of the Debtor; Whereas, Each Guarantor Has Determined That the Execution, Delivery and Performance of This Guaranty Directly Benefits, and Is in the Best Interest Of, Such Guarantor; Whereas, the Company Has an Outstanding Loan (The “A/R Loan”) From a Bank in the Amount of $500,000 Which Is Secured By, Among Other Things, Its Accounts Receivable, and Guaranteed by the Guarantor; Whereas, the a/R Loan Is Due on June 1, 2008 and the Company Intends to Repay the Loan From the Proceeds of the Debentures and Subsequently Enter Into a Similar Replacement Loan. Now, Therefore, in Consideration of the Premises and the Agreements Herein and in Order to Induce the Buyer to Perform Under the Securities Purchase Agreement, Each Guarantor Hereby Agrees With Each Buyer as Follows