OFFICER'S
        CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
        2002
 
 I,
        Matthew Natalizio, certify that:
 
 1.
        I have
        reviewed this quarterly report on Form 10-QSB of Tix Corporation (the "Company")
        for the quarterly period ended March 31, 2008;
 
 2.
        Based
        on my knowledge, this report does not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements made,
        in
        light of the circumstances under which such statements were made, not misleading
        with respect to the period covered by this report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Company as of, and
        for,
        the periods presented in this report;
 
 4.
        I am
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
        and
        have:
 
 a.
        Designed such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under my supervision, to ensure that
        material information relating to the Company, including its consolidated
        subsidiaries, is made known to me by others within those entities, particularly
        during the period in which this report is being prepared;
 
 b.
        Omitted;
 
 c.
        Evaluated the effectiveness of the Company's disclosure controls and procedures
        and presented in this report my conclusions about the effectiveness of the
        disclosure controls and procedures, as of the end of the period covered by
        this
        report based on such evaluation; and
 
 d.
        Disclosed in this report any change in the Company's internal control over
        financial reporting that occurred during the Company's most recent fiscal
        quarter (the Company's fourth fiscal quarter in the case of an annual report)
        that has materially affected, or is reasonably likely to materially affect,
        the
        Company's internal control over financial reporting; and
 
 5.
        I have
        disclosed, based on my most recent evaluation of internal control over financial
        reporting, to the Company's auditors and the audit committee of the Company's
        board of directors (or persons performing the equivalent
        functions):
 
 a.
        All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal control over financial reporting which are reasonably likely to
        adversely affect the Company's ability to record, process, summarize and
        report
        financial information; and
 
 b.
        Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the Company's internal control over financial
        reporting.
 Date:
                  May 20, 2008
              By:
              /s/MATTHEW
                  NATALIZIOMatthew
                  NatalizioChief
                  Financial Officer