UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2009
Date of Report (Date of earliest event reported): February 20, 2009
TXP CORPORATION (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation)	000-49743 (Commission File Number)	88-0443110 (IRS Employer Identification No.)
1299 Commerce Drive, Richardson, Texas 75081 Telephone No.: (214) 575-9300 (Address and telephone number of Registrant's principal executive offices and principal place of business)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ྎ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ྎ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ྎ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ྎ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

AsAmendment to ~~previously reported by TXP Corporation (~~the ~~“Company”)~~ inForbearance ~~its Current~~Agreement ~~Report on Form 8-K filed~~ with ~~the Securities and Exchange Commission on December 31, 2008, on December 11, 2008 the Company received a default letter (the “Default Letter”) from~~ YA Global Investments, L.P. (“YA Global”) pursuant to which YA Global notified the Company that the Company is in default under the financing transactions entered into between the parties, including, without limitation (i) the securities purchase agreement dated as of May 29, 2008, (ii) the secured convertible debentures issued to YA Global thereunder (the “Debentures”), (iii) the security agreement between the Company and YA Global dated as of May 29, 2008, (iv) the securities purchase agreement dated as of March 30, 2007, (v) the secured convertible notes issued to YA Global thereunder (the “Notes” and collectively with the Debentures, the “Debentures”), and (vi) all documents and instruments entered into in connection with the foregoing (collectively, the “Transaction Documents”).

~~Under~~As ~~the~~previously ~~Default~~reported ~~Letter,~~by TXP YACorporation ~~Global~~(the ~~claimed~~“Company”) ~~that~~in ~~one~~its Current orReport ~~more~~on ~~defaults~~Form ~~have~~8-K ~~occurred~~filed ~~under~~with the ~~Transaction~~Securities ~~Documents as~~and aExchange ~~result of, among other things~~ Commission (i) the ~~Company’s~~“SEC”) ~~failure~~on ~~to pay indebtedness~~December in31, an2008, ~~amount~~on ~~exceeding~~December ~~$250~~11,~~000,~~ ~~and~~2008 ~~(ii)~~ the Company ~~stating~~received ~~that~~a itdefault isletter ~~unable to~~(the ~~pay~~“Default ~~its~~Letter”) ~~debts~~from ~~generally~~YA Global ~~as they come due~~Investments, ~~and~~L.P. ~~failure to pay its debts as they come due~~ (~~the~~ “~~Existing~~YA ~~Defaults~~Global”)~~. Accordingly,~~ pursuant to which YA Global ~~demanded~~notified ~~that~~ the Company ~~immediately~~ ~~repay~~that ~~all~~the Company ofis ~~its~~in ~~obligations~~default (under the ~~“Obligations”)~~financing totransactions YAentered ~~Global under~~into between the parties, ~~Transaction Documents~~including, ~~which~~without ~~amounts~~limitation to(i) ~~$10,212,067~~the securities purchase agreement dated as of ~~December~~May 1729, 2008, ~~inclusive~~(ii) ofthe ~~accrued~~secured ~~and~~convertible ~~unpaid~~debentures ~~interest. In~~issued ~~addition,~~to YA Global ~~stated~~thereunder, ~~its~~(iii) ~~intention~~the tosecurity ~~proceed~~agreement ~~with~~between the ~~exercise~~Company ~~of its rights~~ and YA ~~remedies~~Global ~~under~~dated ~~the~~as ~~Transaction~~of ~~Documents~~May 29, ~~including~~2008, ~~without~~(iv) ~~limitation,~~the ~~taking whatever~~securities ~~action~~purchase ~~that~~agreement ~~might~~dated beas of ~~appropriate~~March to30, ~~ensure~~2007, ~~that~~(v) the ~~Company~~secured ~~does~~convertible ~~not take~~notes ~~any~~issued ~~actions~~to ~~that~~YA ~~may~~Global thereunder, ~~impair~~and ~~its~~(vi) ~~ability~~all todocuments ~~make~~and ~~full~~instruments ~~and~~entered ~~timely~~into ~~performance~~in connection ofwith ~~its~~the ~~obligations~~foregoing to(collectively, YAthe ~~Global~~“Transaction Documents”).

As previously reported by Company in its Current Report on Form 8-K filed with the ~~Securities~~SEC ~~and Exchange Commission~~ on January 13 15, 2009, on January 915, 2009 the Company ~~received~~entered into a ~~notice~~forbearance ~~and~~agreement ~~demand~~(the ~~letter from~~“Agreement”) with YA Global pursuant to which YA Global ~~(i)~~agreed ~~demanded~~to ~~that~~forbear ~~the~~from ~~Company~~exercising its rights and ~~assemble~~remedies ~~all~~under the Transaction Documents arising out of the ~~pledged~~existing ~~property~~defaults for the period (the “Forbearance Period”) commencing on January 15, ~~which~~2009 ~~includes~~and ~~all~~ending ofupon the ~~assets~~occurrence of any of the following events: (i) the Company ~~pledged~~failure to YAcomply ~~Global~~with asany aterms ~~first~~or ~~priority~~conditions set ~~security~~forth ~~interest~~in ~~under~~ the ~~Transaction~~ ~~Documents~~Agreement, or (ii) any occurrence or existence of any event of default under the ~~“Pledged~~Transactions ~~Property”)~~Documents, atother than the ~~Company’s~~ ~~principal~~existing ~~executive~~defaults. ~~offices~~Upon the termination or onexpiration ~~such~~of ~~other~~the ~~premises~~Forbearance asPeriod, YAthe ~~Global~~agreement ~~may~~of YA ~~direct;~~Global ~~and~~to ~~(ii)~~forbear ~~notified~~will terminate; the ~~Company~~effect ~~that~~of such termination will be to permit YA Global ~~intends~~ to ~~take~~exercise ~~possession~~such rights and remedies immediately, including, but not limited to, the acceleration of repayment by the ~~Pledged~~Company ~~Property~~of onall ~~January~~of ~~14,~~its obligations ~~2009~~to YA Global under the Transaction Documents.

On ~~January~~February 1520, 2009, the Company entered into aAmendment ~~forbearance~~No. ~~agreement~~1 (to the “Agreement”) effective as of February 17, 2009 with YA Global ~~pursuant~~ tounder which YAthe ~~Global~~date ~~agreed~~by towhich ~~forbear~~the Company must implement an acceptable cost cutting/growth plan was extended from ~~exercising~~January ~~its~~30, ~~rights~~2009 ~~and~~to ~~remedies~~February ~~under~~27, ~~the~~2009. In ~~Transaction~~addition, ~~Documents~~the ~~arising~~dates ~~out~~by ofwhich the ~~Existing~~Company must enter ~~Defaults~~into ~~for~~agreements ~~the~~with ~~period~~Cambridge ~~(the~~Industries ~~“Forbearance~~Group ~~Period~~(“CIG”) ~~commencing~~ onpursuant ~~January~~to ~~15,~~which (i) products representing ~~2009~~at ~~and~~least ~~ending~~$2,000,000 ~~upon~~of the ~~occurrence~~Company’s ofcurrent ~~any~~and offuture ~~the~~orders will ~~following~~be ~~events:~~manufactured ~~(i)~~and ~~the~~supplied ~~Company~~at ~~failure~~prices towhich ~~comply~~result ~~with~~in ~~any~~average ~~terms~~profit ormargins ~~conditions~~to ~~set~~the ~~forth~~Company inof ~~the~~at ~~Agreement~~least 25%, orand (ii) ~~any~~CIG ~~occurrence~~agrees orto ~~existence~~fund ofthe ~~any~~Company’s iPhotonics ~~event~~ONT ~~of default~~operations ~~under~~per the ~~Transactions~~agreed ~~Documents,~~upon ~~other~~cost ~~than~~cutting/growth ~~the~~plans, were ~~Existing~~each ~~Defaults.~~extended ~~Upon~~from ~~the~~January ~~termination~~30, or2009 ~~expiration~~to ofFebruary ~~the~~27, ~~Forbearance~~2009. ~~Period~~Moreover, the ~~agreement~~date ofby YAwhich the Company ~~Global~~must toenter ~~forbear~~into ~~will~~payment ~~terminate;~~arrangements ~~the~~and/or ~~effect~~standstill agreements to satisfy all of ~~such~~its ~~termination~~accounts ~~will~~payable beand provide to ~~permit~~ YA Global toa ~~exercise~~budget detailing such payments ~~rights~~ and ~~remedies~~arrangements ~~immediately,~~was ~~including, but~~extended ~~not~~from ~~limited~~February to10, ~~the~~2009 ~~acceleration~~to ofFebruary ~~repayment by the Company of all of the~~27, ~~Obligations~~2009.

2The Agreement was further amended to (a) provide that YA Global must notify Comerica Bank that it is releasing its notice of exclusive control over the Company’s account(s) until such time as YA Global notifies Comerica Bank that an event of default has occurred under the Transaction Documents, and (b) designate Mr. John Eger and Ms. Marcia Allen, the new Co-Chief Restructuring Officers of the Company, as the sole persons authorized to direct the disposition of deposits and the opening of cash accounts at Comerica Bank on behalf of the Company pursuant to that certain Control Account Agreement dated as of August 6, 2008 by and among Comerica Bank, the Company and YA Global.

~~Under the Agreement, the Company must~~First ~~make~~Amendment repayments under the Debentures in the amount of $250,000 per month beginning on March 20, 2009, and continuing on the 20th day of each successive calendar month thereafter (each, a “Payment Due Date”). All such repayments shall be made in accordance with the procedures for installment payments set forth in Debentures issued pursuant to ~~the~~Intercreditor May 2008 securities purchase agreement (i.e., such payments may be made in cash pursuant to a Company redemption, or in common stock pursuant to a Company conversion). In addition, YA Global agreed to defer all payments required to be made under the Debentures prior to March 20, 2009 until the earlier of (i) the expiration of the Forbearance Period, or (ii) March 30, 2010. Moreover, the Company shall make (a) a payment in the amount of $250,000 which shall be due and ~~payable~~Subordination onAgreement ~~June 30, 2009,~~ and ~~(b)~~Amended ~~a payment due~~Direction and payable on February 15 of each year beginning in 2010 in the amount equal to one-third of the Company’s gross profit for the full year immediately preceding the year in which such payment is due.Letter

InAs ~~addition,~~previously reported by Company in its Current Report on Form 8-K filed with the SEC on August 19, 2008, on August 13, 2008 the Company ~~agreed~~entered into an Intercreditor and Subordination Agreement with Landry Marks, L.P. (“Landry Marks”) and YA Global pursuant to ~~meet~~which YA Global’s first priority ~~each~~security interests in all of the ~~following~~Company’s ~~corporate~~assets ~~milestones~~granted ~~(each~~under athe March 2007 and May 2008 Security Agreements were subordinated to Landry’s first priority security interest granted under that certain Factoring Agreement dated August 13, 2008 (the “~~Corporate~~Factoring ~~Milestone~~Agreement”): with respect to all of the purchased accounts, future acquired accounts, and all other rights of payment owed to the Company. On February 20, 2009, the Company entered into the First Amendment to the Intercreditor and Subordination Agreement dated as of February 19, 2009 with YA Global and Landry Marks.

On February 20, 2009, the Company entered into an amended direction letter (i) the “Direction Letter”) with YA ~~Company~~Global ~~shall~~and ~~achieve~~Landry ~~positive~~under ~~cash~~which ~~flow~~YA ~~from~~Global ~~operations~~directed ~~for~~Landry Marks to purchase up to $700,000 of certain account receivables of the ~~month~~Company ~~ending~~pursuant onto the terms of ~~August~~the ~~30,~~Factoring ~~2009,~~Agreement and ~~cash~~pay ~~flow~~such ~~from~~purchase ~~operations~~price ~~shall~~to ~~remain~~the ~~positive~~Company, less any fees and discounts payable to Landry Marks provided for ~~each~~in the Factoring ~~quarter~~Agreement, ~~thereafter;~~until such time as YA Global notifies Landry Marks that an event of default has occurred under the Transaction Documents.

~~(ii) implement~~The foregoing is a summary of certain anmaterial ~~acceptable~~terms ~~cost~~and ~~cutting/growth~~conditions ~~plan~~of ~~approved~~Amendment No. 1 to the Agreement, the First Amendment to the Intercreditor and Subordination Agreement, and the Direction Letter, and not a complete discussion of those agreements. Accordingly, the foregoing is qualified in its entirety by YAreference ~~Global~~to nothe ~~later~~full ~~than~~text of those agreements attached to this Current ~~January~~Report 30on Form 8-K in Exhibits 10.1, ~~2009;~~10.2 and 10.3, respectively, and incorporated herein by reference.

~~(iii) enter~~Item ~~into~~8.01 anOther acceptable agreement to YA Global with Cambridge Industries Group (“CIG”) by January 30, 2009 pursuant to which products representing at least $2,000,000 of the Company’s current and future orders will be manufactured and supplied at prices which result in average profit margins to the Company of at least 25%;Events.

~~(iv) enter into~~As anpreviously ~~acceptable~~reported ~~agreement~~by Company toin YAits ~~Global~~Current Report on Form 8-K filed with ~~CIG~~the bySEC ~~January~~on 30December 31, ~~2009~~2008, ~~pursuant~~on December 12, 2008 tothe ~~which~~board ~~CIG~~of ~~agrees~~directors of the Company elected to ~~fund~~temporarily suspend all operations of the Company’s ~~iPhotonics~~business, ~~ONT~~due ~~operations~~to ~~per~~ the ~~agreed~~ ~~upon~~Company's ~~cost~~inability ~~cutting/growth~~to ~~plan~~secure the financing asrequired ~~referenced~~to incontinue ~~Corporate~~operations. In ~~Milestone (ii)~~connection ~~above~~with ~~through~~the ~~March~~Company’s 31temporary suspension of operations, ~~2009~~the byCompany ~~paying~~suspended the employment ~~production~~of ~~margin~~substantially ~~proceeds~~all ~~from~~of its employees, other than its executive ~~described~~officers, inwho ~~Corporate~~were ~~Milestone~~not ~~(iii)~~being ~~above~~compensated induring ~~advance;~~the ~~and~~temporary suspension of operations.

~~(v) retain a~~The ~~restructuring~~Company ~~officer~~resumed ~~acceptable~~limited tooperations YAon ~~Global by~~ January 2319, 2009,. In ~~which~~addition, ~~restructuring~~upon ~~officer~~the ~~shall~~execution ~~have~~on ~~full~~February ~~discretion~~20, 2009 of Amendment No. 1 to ~~approve~~the ~~all~~Agreement, ~~Company~~the ~~expenditures~~First Amendment to the Intercreditor and ~~execute~~Subordination Agreement, and the Direction ~~business~~Letter, ~~plan~~the asCompany ~~referenced~~has inresumed ~~Corporate~~normal ~~Milestone~~operations. However, ~~(ii)~~management ~~above~~intends to continue to pursue financing.

Failure to timely satisfy any Corporate Milestone will be deemed an Event of Default under the Agreement and the Transaction Documents.

Moreover, the Company must enter into payment arrangements and/or standstill agreements to satisfy all of its accounts payable and provide to YA Global a budget detailing such payments and arrangements on terms that are acceptable to YA Global by February 10, 2009.

In consideration of YA Global agreeing to forbear from exercising its rights and remedies under the Transaction Documents arising out of the Existing Defaults, the Company agreed to reduce the exercise prices of all the previously issued Company warrants owned by YA Global from $0.20 per share to $0.01 per share.

The Company has been actively seeking sources of financing in order to redeem all or a portion of the outstanding debt owed to YA Global and to resume operations. Notwithstanding the foregoing, there can be no assurance that the Company will enter into definitive agreements to consummate a financing arrangement or resume operations.

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

The disclosure set forth in Item 1.01 to this Current Report is incorporated into this item by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment No. 1 effective as of February 17, 2009 to the Forbearance Agreement dated as of January 15, ~~2008~~2009 by and between TXP Corporation and YA Global Investments, L.P.
10.2		First Amendment to the Intercreditor and Subordination Agreement dated as of February 19, 2009 by and among TXP Corporation, YA Global Investments, L.P. and Landry Marks, L.P.
10.3		Amended Direction Letter dated as of February 19, 2009 by and among TXP Corporation, YA Global Investments, L.P. and Landry Marks, L.P.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TXP CORPORATION
Date: January 15, 2009	By:	/s/ Michael C. Shores
Date: February 26, 2009	By:	/s/ Michael C. Shores
		Michael C. Shores
		Chief Executive Officer

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