SETTLEMENT AGREEMENT

This settlement agreement dated February 22, 2006 (the " Settlement  Agreement")
shall serve to modify the Securities  Purchase  Agreement,  Security  Agreement,
Warrant,  Secured Debenture 001, Secured  Debenture 002, Escrow  Agreement,  and
Investor   Registration   Rights   Agreement   executed   on  November  4,  2004
(collectively  the  "Transaction  Documents") and the Amendments  dated December
2004, January 2005 and February 2005 between Advantage Capital Development Corp.
(the  "Buyer")  and Tix  Corporation  f/k/a Cinema Ride,  Inc.  (the  "Company")
(collectively the "Parties") as follows:

      WHEREAS:

      The Company is  currently  in default and the Buyer and Company  desire to
amend the  Transaction  Documents  to reflect  the  settlement  agreed to by the
Parties,

      NOW,  THEREFORE,  in consideration of the promises and mutual covenant set
forth herein, it is agreed as follows:

      1.    Upon  execution,  the Company  will remit to Buyer  Thirty  Thousand
            Dollars ($30,000) which is the outstanding  amount due in liquidated
            damages  pursuant to Company's late filing and  effectiveness of its
            required  Registration  Statement  as  delineated  in  the  Investor
            Registration Rights Agreement.

      2.    The Company  shall honor the Twenty Five Thousand  Dollar  ($25,000)
            conversion notice (the "Conversion  Notice") previously submitted by
            Buyer  and  reduce  the  Secured   Debenture  (the  "Note")  balance
            accordingly. The conversion shares (the "Shares") shall be issued by
            the  Company and  delivered  to Buyer or Buyer's  representative  as
            delineated  on the  Conversion  Notice within 5 days of execution of
            this  Agreement.  In  addition,  Company  shall cause its  corporate
            counsel to deliver  with 5 days of  execution  of this  Agreement an
            opinion  letter  directing  Company's  transfer  agent to remove the
            restrictive  legend on such shares pursuant to the current effective
            SB-2 Registration Statement (the "Opinion Letter").

      3.    The Company  shall pay  interest on the Note's  outstanding  balance
            monthly and remain current at all times.

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      4.    The  Company  shall  redeem the Buyer's  Note  pursuant to the below
            referenced schedule:

            o     1/3 of the loan balance plus the  redemption  premium on April
                  1, 2006.
            o     1/3 of the loan balance plus the redemption premium on June 1,
                  2006.
            o     1/3 of the loan balance plus the redemption  premium on August
                  1, 2006.

      5.    Buyer shall agree to suspend and all  additional  conversions of its
            Note as long as this Agreement is not in Default.

      6.    Should Company default on any payments  delineated  within,  Company
            shall have 7 days from the original  due date to remedy.  Should the
            default not be cured, all conversion  restrictions of Buyer shall be
            deemed waived by Company.

      7.    All  the  Transaction  Documents  are to be  considered  amended  to
            conform to the changes delineated within.

All terms,  conditions,  promises and covenants in the Transaction Documents and
Amendments are incorporated within.

AGREED AND ACKNOWLEDGED, this 27th day of February, 2006.

ADVANTAGE CAPITAL                                  TIX CORPORTION.
DEVELOPMENT CORP.


    /s/ Jeffrey Sternberg                              /s/ Mitch Francis
-----------------------------                      -----------------------------
By: Jeffrey Sternberg                              By: Mitch Francis
    Chief Executive Officer                            Chief Executive Officer