April
      24,
      2007














SAMMY’S
      TICKETS, INC.


22273
      Del
      Valle Street


Woodland
      Hills, CA 91364


Attn:  Samuel
      R.
      Watson





This
      letter shall serve as an Agreement between TIX Corporation (“TIX”) and Sammy’s
      Tickets, Inc. (“ST”); and the term of this Agreement shall be for a period of
      one (1) year, commencing April 1, 2007, and ending March 31, 2008 (the
“Term”).





At
      any
      time, and from time to time, during the Term as TIX may reasonably request,
      ST
      will provide TIX with consulting services regarding TIX’s ticket business (the
“Services”). ST’s Services shall be provided to TIX on a non-exclusive basis
      and, at ST’s sole and absolute discretion, at such times, and upon such terms
      and conditions, as are convenient to ST, and do not interfere with ST’s other
      obligations and business relationships. ST’S exercise of its discretion in the
      delivery of its Services hereunder shall not constitute a breach of this
      Agreement. As compensation for ST’s Services hereunder -- some of which the
      parties acknowledge were delivered prior to the execution of this Agreement
      --
      TIX shall immediately pay ST a fee of $1,000,000.00 (the “Fee”).





TIX
      and
      ST hereby acknowledge that ST has delivered tickets at face value for certain
      events, all as more fully evidenced by the receipt provided by TIX to ST
      therefor. Further, the parties acknowledge the intent, but not the obligation,
      to engage in future ticket transactions between them.





TIX
      shall
      pay ST immediately by wire transfer or certified check: (a) The face value
      of
      the tickets to certain events ST has already provided TIX, and (b) The Fee,
      which Fee shall, as a result of the prior Services already rendered by ST to
      TIX, be deemed to be fully-earned, non-refundable, and
      non-recoupable.





This
      Agreement supersedes and terminates all prior discussions and agreements with
      respect to the subject matter contained herein; and this Agreement embodies
      the
      entire understanding between the parties, any and all prior correspondence,
      conversations, or memoranda being merged herein and replaced, and being without
      effect hereon. This Agreement or any part hereof, including the provisions
      against oral modifications, may not be modified, waived, or discharged except
      in
      a writing duly signed by each of the parties.





Both
      parties shall treat this Agreement and the terms and conditions hereof as
      confidential information; and TIX shall indemnify and hold harmless ST and
      ST’s
      principals, directors, officers, shareholders, owners, managers, and affiliated
      parties of whatever type and wherever situated (all of which being hereinafter
      collectively referred to as “Indemnified Parties”), from and against, and agree
      promptly to defend from and reimburse Indemnified Parties for, any and all
      losses, damages, costs, expenses, liabilities, obligations, and claims of any
      kind, including without limitation, reasonable attorney fees and other legal
      costs and expenses (“Claims”), incurred by any Indemnified Party that arise
      from, whether directly or indirectly, the negotiation, execution, and
      performance of this Agreement, and for any of TIX’s business activities for
      which ST is not engaged. TIX hereby agrees to waive any and all Claims that
      it
      may have against any Indemnified Party; and hereby agrees that the submission
      of
      a copy this Agreement to any court or arbitration proceeding arising from this
      Agreement shall be full, conclusive, and irrevocable evidence for immediate
      dismissal.









_____________________________
              _____________________________[NAME]
              Samuel
                  R. WatsonTIX
                  Corporation
              Sammy’s
                  Tickets,
                  Inc.