This
      Consulting Agreement (“the Agreement”) made effective as of July 5, 2007 by and
      between Tix Corporation with its principal offices at 12001 Ventura Place,
      Studio City, Ca 91604, (the “Company”) and ARD Partners, LLC (herein the
“CONSULTANT”), with principal offices at 9 Antastasia Ct., Palm Coast, Florida
      32137.




In
      consideration of the mutual covenants contained herein and on the terms and
      conditions set forth below, the Company and CONSULTANT hereby agree as follows:




Provision
      of Services:




CONSULTANT
      agrees to provide the services described below to the Company and to place
      at
      the disposal of the Company its personnel, services, and experience. Failure
      to
      perform these services will be considered a material breach of the Agreement
      under section 9.




CONSULTANT
      will, at the Company’s request, assist with introductions to, and relationship
      advisory assistance with, sources of capital. CONSULTANT shall at no time act
      as
      a broker, nor will CONSULTANT or any principal perform any duties that require
      CONSULTANT or the individual to be a licensed securities broker dealer,
      registered representative, or registered investment advisor.




CONSULTANT
      will, at the Company’s request, assist with researching, drafting, and preparing
      financial forecasts for investor relations purposes, business plans; and or
      presentation materials for similar audiences.




CONSULTANT
      will, at the Company’s request, provide advisory assistance to the board with
      respect to issuance of securities, capitalization and structural aspects of
      private or public issuances of securities. Said advisory assistance will be
      limited to non-negotiation type assistance where CONSULTANT would not structure,
      value or solicit securities offerings.




CONSULTANT’s
      staff will, at the Company’s request, assist in developing multimedia
      presentation materials and scheduling, as well as facilitating introductions
      and
      direct meetings with the financial community. CONSULTANT will at all times
      have
      at least two full time executives available to assist the Company in
      introductions to and relationship facilitation with members of the financial
      community, for the purposes of disseminating the Company’s story to the public.




CONSULTANT
      will introduce the Company to top tier sell-side analysts, institutional buyers
      that include small-cap fund managers, and growth mutual funds and money managers
      once a listing on NASDAQ small capitalization exchange is achieved.





CONSULTANT
      will, at the Company’s request, provide advisory assistance to the Company and
      its board of directors for all aspects of the Company’s NASDAQ small
      capitalization exchange application and listing.




Base
      Compensation:




The
      Company agrees to issue to CONSULTANT 200,000 unregistered shares of its common
      stock. These shares will be delivered as soon as possible utilizing best efforts
      of the Company.




The
      Company shall also pay at or around the first of each month a monthly cash
      fee
      to CONSULTANT of three thousand dollars ($3,000.00) commencing July 1, 2007
      and
      ending June 30, 2009.




Registration
      Rights Provision




If
      Company files a Registration Statement during period of this contract Consultant
      requests piggy back rights on the Registration Statement.




Liability:




In
      no
      event shall either party be liable for any punitive, incidental or consequential
      damages to the other party, its stockholders, creditors, or any other person
      or
      entity, even if advised of the possibility thereof.




It
      is
      further understood and agreed that as CONSULTANT will rely upon the information
      furnished by the Company to it, the Company will use its commercially reasonable
      best efforts to provide to CONSULTANT material information that is accurate
      and
      reliable.




CONSULTANT
      acknowledges that it will come into possession of material non-public
      information about the Company. Accordingly, CONSULTANT will not trade (or cause
      or encourage in any fashion any third party to trade) in any securities of
      the
      other party while in possession of any such non-public information regarding
      the
      Company.




In
      the
      event that CONSULTANT buys and/or sells shares of the Company’s common stock
      during the term of this Agreement, CONSULTANT for itself, its heirs, executors,
      administrators and assigns, agrees to forever release, quitclaim and discharge
      the Company, its predecessors and successors, present and former affiliates,
      subsidiaries, parent corporations, legal representatives, principals, officers,
      directors, insurers and employees, from each and every present, past and future
      claim, debt, demand, judgment, cause of action, responsibility and liability
      of
      every kind and character whatsoever, known or unknown, suspected or unsuspected,
      now existing or which may hereafter arise arising out of or related to such
      purchase or sale by CONSULTANT of shares of the Company’s common stock.









Other
      Activities of CONSULTANT: The Company recognizes that CONSULTANT now renders
      and
      may continue to render management and other services to other companies which
      may or may not have policies and conduct activities similar to those of the
      Company. CONSULTANT shall be free to render such advice and other services
      and
      the Company hereby consents thereto. CONSULTANT shall not be required to devote
      its full time and attention to the performance of its duties under this
      Agreement, but shall devote only so much of its time and attention as it and
      the
      Company deem necessary.




Control:
      Nothing contained herein shall be deemed to require the Company to take any
      action contrary to its Certificate of Incorporation, By-Laws, any applicable
      statute, rule (as defined herein), or any Rules of any Regulators, or to deprive
      the Company’s Board of Directors of its responsibility for any control of the
      conduct of its affairs.




Term:
      The
      term of this Agreement shall be for a period of two years.




Termination:




In
      the
      event that CONSULTANT terminates this agreement without cause or the Company
      terminates this agreement with cause prior to the expiration of the Term,
      CONSULTANT shall be liable to the Company for the lesser of (a) the applicable
      pro-rata market value of the stock issued under this agreement as of the date
      hereof; or (b) the then current market value of the stock issued under this
      agreement on the date of termination.




This
      Agreement may be terminated by either party in the event that (i) the other
      party fails to perform any material term, covenant or agreement to be observed
      or performed by them under this Agreement, and such failure shall continue
      for
      thirty (30) days following written notice from the non-defaulting party Any
      termination by the CONSULTANT, for non performance by the Company shall nullify
      all afore mentioned forfeiture of any physical stock certificates.




Obligations
      upon Termination




Within
      five (5) business days of the first occurring of the termination of this
      Agreement or the end of the Term, CONSULTANT, at the request of the Company
      shall forthwith return to the Company or otherwise dispose of as the Company
      may
      direct all pamphlets, literature, contractual documentation, photographs,
      catalogues, advertising material, specifications, cost estimates and other
      materials, documents and papers whatsoever belonging to the Company and sent
      to
      CONSULTANT which CONSULTANT may have in its possession or under its control,
      except that CONSULTANT shall have the right to retain one (1) copy of each
      of
      the foregoing strictly for archival purposes only.





Breach




If
      THE
      COMPANY unreasonably fails to fulfill one or more of its material obligations
      under this Agreement (“Default”), CONSULTANT shall give THE COMPANY written
      notice of such Default (“THE COMPANY Notice”). THE COMPANY shall then have
      thirty (30) days after its receipt of the THE COMPANY Notice to cure said
      Default, provided, however, that if such Default cannot be cured within thirty
      (30) days and so long as THE COMPANY is diligently pursuing the cure of such
      Default in a reasonable manner and with diligence, THE COMPANY shall have a
      reasonable additional period of time within which to cure such Default.




If
      CONSULTANT unreasonably fails to fulfill one or more of its material obligations
      under this Agreement (“Default”), THE COMPANY shall give CONSULTANT written
      notice of such Default (“CONSULTANT Notice”). CONSULTANT shall then have thirty
      (30) days after its receipt of the CONSULTANT Notice to cure said Default,
      provided, however, that if such Default can not be cured within thirty (30)
      days
      and so long as CONSULTANT is diligently pursuing the cure of such default in
      a
      reasonable manner and with diligence, CONSULTANT shall have a reasonable
      additional period of time within which to cure such Default.




Confidentiality:
      CONSULTANT and the Company each agree to provide reasonable security measures
      to
      keep information of the other party confidential where release may be
      detrimental to such party’s business interests (“Confidential Information”). All
      non-public information provided to CONSULTANT by the Company shall be deemed
      confidential, unless the Company provides written confirmation that such
      information is not confidential or has been disseminated to the public.
      CONSULTANT and the Company shall each require their employees, agents,
      affiliates, subcontractors, other licensees, and others who will have access
      to
      Confidential Information through CONSULTANT and the Company, as the case may
      be,
      to enter into appropriate non-disclosure agreements requiring the
      confidentiality contemplated by this Agreement. Both CONSULTANT and the Company
      agree that they will not, either during the term of this Agreement or at any
      time thereafter, disclose, use or make known for its or another’s benefit, any
      Confidential Information acquired or used by it hereunder.




Agency


CONSULTANT,
      its officers, directors, employees, and agents shall lack any and all authority
      to legally bind the Company.




Compliance
      with Regulatory Agencies. Each party agrees that all actions, direct or
      indirect, taken by it and its respective agents, employees and affiliates in
      connection with the Agreement shall conform to all applicable Federal and State
      securities laws, and the applicable rules and regulations of the SEC or any
      self-governing body (collectively “Rules”) which may have jurisdiction over the
      party taking such actions (collectively “Regulators”).





Notices.
      Any notices to be given hereunder by any party to the other may be effected
      by
      personal delivery in writing or by mail, registered or certified, postage
      prepaid, with return receipt requested. Mailed notices shall be addressed to
      the
      signatory of this Agreement at the addresses appearing in the introductory
      paragraph hereof, but any party may change its address by written notice to
      the
      other party. Notices delivered personally shall be deemed communicated as of
      actual receipt; mailed notices shall be deemed communicated three (3) days
      after
      mailing.




Assignment.
      This Agreement and all of the provisions hereof shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors and
      permitted assigns; neither this Agreement nor any right, interests or
      obligations hereunder may be assigned by any party hereto without the prior
      written consent of the other party.




Delegation.
      Neither party shall delegate the performance of its duties under this Agreement
      without the prior written consent of the other party.




Publicity.
      Neither party shall make or issue, or cause to be made or issued, any
      announcement or written statement concerning this Agreement without the prior
      consent of the other party. This provision shall not apply, however, to any
      announcement or written statement required to be made by law, pursuant to Rules,
      or by any Regulators.




Counterparts.
      This Agreement may be executed simultaneously in two or more counterparts,
      each
      of which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.




Entire
      Agreement. This Agreement sets forth the entire Agreement and understanding
      the
      parties hereto in respect of the subject matter contained herein, and supersedes
      all prior agreements, promises, covenants, arrangements, communications,
      representations or warranties, whether oral or written.




Third
      Parties. Nothing herein expressed or implied is intended or shall be construed
      to confer upon or give to any person or corporation other than the parties
      hereto and their successors or assignees, any rights or remedies under or by
      reason this Agreement.




Survivability.
      If any part of this Agreement is found, or deemed by a binding arbitration
      to be
      invalid or unenforceable, that part shall be severed from the remainder of
      this
      Agreement.




Return
      of
      Information. Each party shall keep a record of the location where all
      Confidential Information furnished or created by the other party is located.
      Upon termination of the Agreement, all copies of the Confidential Information
      of
      the other party, including analyses, compilations, forecasts, studies or other
      documents will be returned immediately upon the written request therefore.
      That
      portion of the Confidential Information which consists of analyses,
      compilations, forecasts, studies or other documents prepared by CONSULTANT
      or
      its representatives will continue to be held by CONSULTANT and kept confidential
      and subject to the terms of this Agreement.









Relationship
      of the Parties. Nothing contained in this Agreement shall be deemed to cause
      either party to become the partner of the other, the agent or legal
      representative of the other, nor create any fiduciary relationship between
      them.
      It is not the intention of the parties to create nor shall this Agreement be
      construed to create any commercial relationship such as, but not limited to,
      a
      joint venture or a partnership. Neither party shall have any authority to act
      for or to assume any obligation or responsibility on behalf of the other party.
      Each party shall be responsible only for its obligations as provided herein.




In
      Witness Whereof, the parties have caused this Agreement to be signed as of
      the
      day and year first written above.




ARD
      Partners, LLC






______________________________


Name:
      Alan Davidson, Manager






Date:
      _______________________




TIX
      Corporation




By:
      _______________________________


Name:
      Mitch Francis




Title:
      CEO




Date:
      July 5, 2007