PROMISSORY
        NOTE
 
 
 Los
                  Angeles, California
              April
                  24, 2007
 
  FOR
        VALUE
        RECEIVED, the undersigned, TIX CORPORATION, a Delaware corporation (“Maker”),
        promises to pay to Joe Marsh (“Creditor”), the sum of $2,000,000, together with
        interest on the unpaid principal from April 24, 2007 at the rate of Eight
        Percent (8%) simple interest per annum until maturity, in accordance with
        the
        terms and provisions hereinafter set forth.
 
 1. Payment .
        Payment
        of said principal and interest shall be made as follows. The entire principal
        amount shall be due and payable on or before April 1, 2008. Interest only
        payments shall be made monthly. All payments shall be made in lawful money
        of
        the United States at the address of the holder of this Note specified in
        Paragraph 8 hereof or such other place as the holder of this Note may from
        time
        to time designate in writing.
 
 2. Acceleration .
        Should
        default be made in the payment of any installment when due hereunder or in
        the
        performance of or observance of any of the covenants or agreements of this
        Note
        or any instrument now or hereafter evidencing or securing the indebtedness
        evidenced hereby, and the same not be cured within 10 days after the holder
        of
        this Note gives written notice of such default to the Maker, the whole sum
        of
        principal remaining unpaid shall become immediately due and
        payable.
 
 3. Prepayment .
        The
        undersigned may prepay the unpaid balance of principal together with accrued
        interest under this Note in whole or in part at any time or times, without
        a
        prepayment penalty calculated on the then outstanding balance of
        principal.
 
 4. Interest
        on Delinquent Payments .
        Any
        amounts not paid when due hereunder shall bear interest at the rate of eighteen
        percent (18%) per annum.
 
 5. Collection
        Costs .
        In the
        event it shall become necessary to employ counsel to collect this obligation,
        the undersigned agrees to pay the holder of this Note reasonable attorneys’ fees
        for the legal services involved.
 
 6. Waiver .
        The
        undersigned waives presentment, protest and demand, notice of protest, demand
        and dishonor and nonpayment of this Note and consents that the holder of
        this
        Note may extend the time of payment or otherwise modify the terms of payment
        of
        any part or the whole of the debt extended by this Note, at the request of
        the
        undersigned, and such consent shall not alter or diminish the liability of
        any
        person, including any guarantor hereof.
 
 7. Severability .
        The
        unenforceability or invalidity of any provision or provisions of this Note
        as to
        any persons or circumstances shall not render that provision or those provisions
        unenforceable or invalid as to any other persons or circumstances, and all
        provisions hereof, in all other respects, shall remain valid and
        enforceable.
 
 8. Notice .
        Any
        notice, demand or document given or delivered hereunder shall, in the case
        of a
        notice, be in writing and may be personally delivered or given or made by
        United
        States registered or certified mail, return receipt requested, addressed
        as
        follows:
  Joe
          Marsh:
          ____________________________________________________________________;
 
 Tix
        Corporation: 12001 Ventura Place, Suite 340, Studio City, California 91604.
 
 Any
        notice, demand or document so given, delivered or made by United States mail
        shall be deemed to have been given or delivered or made on the second business
        day after the same is deposited in the United States mail as registered or
        certified matter, addressed as above provided with postage thereon fully
        prepaid. Any notice, demand or document not given, delivered or made by
        registered or certified mail as aforesaid shall be deemed to be given, delivered
        or made only upon receipt of the same by the one to whom the same is to be
        given, delivered or made.
 
 9. Successors
        and Assigns .
        The
        term “undersigned”, as used herein, means Maker and its successors and assigns
        as obligor under the Note, and the term “holder of this Note” as used herein,
        means Creditor and his successors and assigns as holder of this
        Note.
 
 
 TIX
                  CORPORATIONa
                  Delaware CorporationBy
              /s/
                Mitch
                FrancisMitch
                  Francis, its CEOMaker