Exhibit
10.1

    

    


    


    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into to be effective as of the 1st
day of September 2010, by and between Tix Corporation, a Delaware corporation
(hereinafter the “Company”), and Kimberly Simon, an individual
(hereinafter “Employee”).

     

    WITNESSETH

     

    WHEREAS,
the Company desires to continue the services of Employee, and Employee is
willing to continue as an employee of the Company, on the terms and subject to
the conditions hereinafter set forth.  This Agreement supersedes and
replaces all prior agreements between the Company and Employee regarding the
subject matter hereof.

     

    NOW,
THEREFORE, for and in consideration of the mutual promises herein contained, the
parties hereto hereby agree as follows;

     

    1.           Engagement; Nature of
Duties.  The Company hereby engages Employee, for the period
hereinafter set forth, to serve as and hold the office of Chief Operating
Officer, and to perform the duties of such offices as provided in the Bylaws of
the Company and as directed by the Board of Directors of the
Company.  Employee agrees to serve in such capacity and to do and
perform the service, acts, or things necessary to carry out the duties of such
office, and such other duties, not inconsistent with such offices and Employee’s
position as an executive officer of the Company.  Employee shall
report only to the Chief Executive Officer and the Board of Directors of the
Company from time to time.  It is expressly agreed and acknowledged
that employment in the capacity of the aforementioned offices was a material
inducement to Employee to enter into this Agreement.

     

    2.           Term.  The
term of employment pursuant to this Agreement shall be for a period of
three (3) years, commencing on September 1, 2010 (the “Commencement
Date”), unless sooner terminated in accordance with the provisions hereof (the
“Term”).

     

    3.           Performance of
Duties.  Employee shall devote such time and attention to
Employee’s duties as may be reasonably necessary to perform and carry out such
duties, but in any event, a minimum of 40 hours per week.

     

    4.           Employee
shall perform her duties hereunder primarily in the Las Vegas, Nevada area, and
shall not be required to perform such duties on a regular basis at any other
location except for site or location visits to be conducted by Employee from
time to time.  Employee shall not be required to relocate without her
consent.

     

    5.           Compensation.

     

    (a)           Base
Salary.  The Company shall pay to Employee a base salary in the
amount of two hundred sixty-two thousand four hundred forty-four Dollars
($262,440) per year (the “Base Salary”), payable in periodic installments in
accordance with the Company’s prevailing policy for compensating personnel, but
not less often than semi monthly.  On each yearly anniversary of the
Commencement Date (September 1, 2010), the Base Salary shall be increased
by eight percent (8%).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)           Discretionary
Bonus.  Employee shall be eligible to receive an annual bonus
during her employment at the sole discretion of the Company’s Board of Directors
(or its Compensation Committee).  It is expected that in determining
whether to grant a bonus and the amount thereof, if any, the Board will consider
the Company’s results of operations and Employee’s contribution thereto which
may be based on performance criteria established from time to time by the
Board.

     

    (c)           Stock
Compensation.  Effective as of the date hereof, the Company
shall grant to Employee three-year options (the “Options”) to purchase an
aggregate of 300,000 shares of the Company’s Common Stock in three tranches of
100,000 (each a “Tranche”).  All of the Options shall be exercisable
at $.82 per share, the fair market value thereof on the date
hereof.  The First Tranche shall vest on the first anniversary of the
Commencement Date; the second Tranche on the second anniversary; and the third
Tranche on the third anniversary.  Upon termination of this Agreement
for any reason other than for Cause, any Options not previously vested shall
immediately vest and be exercisable for a period of one year from the date of
termination.

     

    6.           Expenses Reimbursement;
Automobile.  The services required of Employee by this
Agreement shall include the responsibility and duty of entertaining business
associates and others with whom the Company is, desires to be, or may become
engaged in business or with whom it seeks, now or in the future, to develop or
expand business relationships, or with whom it is otherwise to the benefit of
the Company to establish or maintain communications.  It may also be
necessary for Employee to travel from time to time on behalf of and for the
benefit of the Company, or in furtherance of the Company’s
business.  It is the Company’s belief that the performance of
Employee’s duties in such travel and entertainment activities will produce the
maximum benefits which the Company expects to derive from Employee’s
services.  Accordingly, the Company shall pay, or if Employee shall
have paid, shall reimburse to Employee, any and all expenses incurred by her or
for his account in the performance of his duties hereunder, including all
expenses for business, entertainment, promotion and travel by Employee, subject
only to Employee providing appropriate documentation for such
expenses.  It is expressly agreed, in connection therewith, that
Employee shall be provided or reimbursed for reasonable travel and
accommodations.  The Company shall provide Employee with an
automobile, reasonably commensurate with Employee’s office and position, for use
by Employee in performing Employee’s duties hereunder and the Company shall be
responsible for all expenses associated with ownership/leasing of such
automobile, including, but not limited to, costs of licensing or registration,
insurance, maintenance, taxes and gasoline.  Employee shall maintain
such records with respect to the use of such automobile as the Company may
reasonably request.

     

    In the
event that Employee shall be deemed to have received income, for state or
federal income tax purposes, by reason of Employee’s receipt of or reimbursement
for any of the benefits or expenses set forth in this Section 5, the
Company shall pay or reimburse Employee for all taxes required to be paid by
Employee with respect to such income.

     

    
      
         

      

      
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    7.           Medical and Life Insurance;
Pension Benefits; Tax Preparation.  The Company shall provide
or reimburse Employee and Employee’s spouse for health and long-term care
insurance (premiums up to $10,000 per year), and Employee life insurance
(premiums up to $1,000 per year), and disability insurance (up to $10,000 per
month coverage) (premiums up to $3,000 per year).  Employee shall also
have the right to participate in any and all employee retirement benefits plan
or profit-sharing plan which the Company maintains for its personnel, and in
effect at any time during the period of Employee’s employment hereunder, subject
only to any eligibility restrictions of such plans, the plan documents and
generally applicable policies of the Company.  Employee shall be
entitled to reimbursement of up to $4,000 per year for personal tax consultation
and preparation of tax returns and other forms and filings.

     

    8.           Vacation.  During
each year of the Term, Employee shall be entitled to a vacation of four (4)
weeks, without deduction of salary.  Such vacation shall be taken at
such time or times during the applicable year as may be mutually determined by
Employee and the Company.  Any additional vacation period shall be
determined by the Company consistent with the general customs and practices of
the Company applicable to its personnel.

     

    9.           Termination.  This
Agreement may be terminated by the Company for cause.  As used herein,
“cause” shall mean:

     

    (a)           the
commission by Employee of any act of embezzlement, fraud, larceny or theft on or
from the Company or an affiliate of the Company;

     

    (b)           the
commission by Employee of, or indictment of Employee for a felony;

     

    (c)           failure
to perform, or materially poor performance of, Employee’s duties and
responsibilities assigned or delegated under this Agreement, or any material
misconduct or violation of the Company’s policies, in either case, which
continues for a period of thirty (30) days after written notice given to
Employee; or

     

    (d)           a
material breach by Employee of any of the covenants, terms or provisions of this
Agreement or any agreement between the Company and Employee regarding
confidentiality, non-competition or assignment of inventions.

     

    In
addition, this Agreement shall automatically be terminated upon Employee’s death
or permanent disability.  As used herein, “permanent disability” shall
mean Employee’s complete inability to perform Employee’s duties hereunder, as
determined by Employer’s physician, which inability continues for more than
ninety (90) consecutive days.

     

    In the
event that this Agreement is terminated by the Company for any reason other than
for cause or for death or permanent disability as defined above, or pursuant to
a Change in Control discussed below, the Company expressly agrees and
acknowledges that Employee shall be entitled to receive the base salary and
benefits described in Sections 4 and 5 of this Agreement for the remainder
of the Term.  In the event Employee does obtain other employment
following the Company’s termination of this Agreement other than for cause, the
Company shall be entitled to a set off or reduction in the amounts payable to
Employee hereunder as a result of any compensation paid to Employee with respect
to such new employment.

     

    
      
         

      

      
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    10.           Change in
Control.

     

    (a)           Termination following a
Change in Control.  If a Change in Control of the Company shall
have occurred, Employee shall be entitled to Termination Benefits (as defined in
Section 9(c)) upon the subsequent termination of Employee’s employment
during the term of this Agreement, unless such termination is pursuant to
Section 8, above, or upon termination by Employee for Good Reason, as
defined in Section 9(d).

     

    (b)           What Constitutes a “Change
in Control”.  A “Change in Control of the Company” shall be
deemed to have occurred upon the occurrence of any one or more of the following
events:

     

    (i)           any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than
Employee or a trustee or other fiduciary holding securities under an employee
benefit plan of the Company; hereafter becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company’s then outstanding securities;

     

    (ii)           During
any period (other than any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board and any new
directors (other than directors designated by a person who has entered into an
agreement with the Company to effect a transaction described in clauses (i)
or (iii) of this Section 9(b)) whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or

     

    (iii)           the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets.

     

    
      
         

      

      
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    (c)           Termination
Benefits.  As used in this Agreement, the term “Termination
Benefits” means the payment provision of all of the following:

     

    (i)           Employee’s
salary through Employee’s date of termination at the rate in effect at that
time, plus all other amounts, including bonuses, to which Employee is entitled
under this Agreement and any compensation plan of the Company, at the time such
payments are due but in any event no later than the 30th day after Employee’s
date of termination;

     

    (ii)           a
lump sum Severance Payment (in an amount determined pursuant to
Section 9(c)(vi) below) which amount shall be paid to Employee not later
than the 30th day after Employee’s date of termination;

     

    (iii)           the
Company also shall pay to Employee all legal fees and expenses incurred by
Employee as a result of such termination (including all such fees and expenses,
if any, incurred in contesting or disputing any such termination or in seeking
to obtain or enforce any right or benefit provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of Section 280G(b) of the Code, to any payment or benefit provided
hereunder), within five days after Employee’s request for payment accompanied
with such evidence of fees and expenses incurred as the Company reasonably may
require;

     

    (iv)           the
Company shall continue to provide Employee for a period of eighteen (18) months
after Employee’s date of termination with benefits substantially similar to
those enjoyed by Employee under any of the Company’s life, medical, health,
accident, or disability plans in which Employee were participating at the time
the Change in Control of the Company occurred; and

     

    (v)           any
and all options to purchase securities of the Company held by Employee on
Employee’s date of termination (whether or not otherwise fully vested and
immediately exercisable by Employee) shall be fully vested and immediately
exercisable by Employee for a period of one (1) year following Employee’s
date of termination.

     

    (vi)           The
term “Severance Payment” means an amount equal to five (5) times the
current annual base salary actually paid to Employee by the Company before the
time of the Change in Control of the Company.

     

    (vii)           Employee
shall not be required to mitigate the amount of any payment provided for in this
Section 9 by seeking other employment or otherwise, nor shall the amount of
any payment or benefit provided for in this Section 9 be reduced by any
compensation earned by Employee as the result of the employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owned by Employee to the Company or otherwise.

     

    (viii)           In
addition to all other amounts payable to Employee under this Section, Employee
shall be entitled to receive all benefits payable to Employee under the
Company’s profit sharing plan and any other plan or agreement relating to
retirement benefits.

     

    
      
         

      

      
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    (ix)           If
a Change in Control of the Company shall have occurred during the original or
extended term of this Agreement, this section shall continue in effect for a
period of 24 months beyond the month in which such change in Control of the
Company occurred.

     

    (d)           Termination by Employee for
Good Reason.  The term “Good Reason” means the occurrence,
without Employee’s express written consent, after a Change in Control of the
Company of any of the following circumstances:

     

    (i)           the
assignment to Employee of any duties inconsistent with Employee’s status as a
senior executive officer or key employee of the Company or a substantial adverse
alteration in the nature or status of Employee’s responsibilities from those in
effect immediately prior to the Change in Control of the Company;

     

    (ii)           a
reduction by the Company in Employee’s annual salary as in effect on the date
thereof or as the same may be increased from time to time except for
across-the-board salary reductions similarly affecting all senior executives of
the Company and all senior executives of any person in control of the
Company;

     

    (iii)           the
relocation of the Company’s principal executive offices to a location more than
fifty miles from the location of such offices immediately prior to the Change in
Control of the Company or the Company’s requiring Employee to be based anywhere
other than the Company’s principal executive substantially consistent with
Employee’s present business travel obligations;

     

    (iv)           the
failure by the Company, without Employee’s consent, to pay to Employee any
portion of Employee’s current compensation except pursuant to an
across-the-board compensation deferral similarly affecting all senior executives
of the Company and all senior executives of any person in control of the
Company, within seven days of the date such compensation is due;

     

    (v)           the
failure by the Company to continue in effect any compensation plan in which
Employee participate immediately prior to the Change in Control of the Company
which is material to Employee’s total compensation, including but not limited to
the Company’s profit sharing plan, or any substitute plans adopted prior to the
Change in Control of the Company, unless an equitable arrangement (embodied in
an ongoing substitute or alternative plan) has been made with respect to such
plan, or failure by the Company to continue Employee’s participation therein (or
in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of
Employee’s participation relative to other participants, as existed at the time
of the Change in Control of the Company;

     

    (vi)           the
failure by the Company to continue to provide Employee with benefits
substantially similar to those enjoyed by Employee under any of the Company’s
pension, life insurance, medical, health, and accident, or disability plans in
which Employee were participating at the time of the Change in Control of the
Company, the taking of  any action by the Company which would directly
or indirectly materially reduce any of such benefits or deprive Employee of any
material fringe benefits enjoyed by Employee at the time of the Change in
Control of the Company, or the failure by the Company to provide Employee with
the number of paid vacation days to which Employee is entitled on the basis of
years of service with the Company in accordance with the Company’s normal
vacation policy in effect at the time of the Change in Control of the Company;
or

     

    
      
         

      

      
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    (vii)           the
failure of the Company to obtain a satisfactory agreement from any successor to
assume and agree to perform this Agreement.

     

    Employee’s
continued employment shall not constitute consent to, or waiver of rights with
respect to, any circumstances constituting Good Reason.

     

    11.           Indemnification.  The
Company shall indemnify, defend and hold Employee harmless from and against any
and all claims, demands, suits, obligations, liabilities, actions, losses, cost,
expenses, fines or penalties which may now or hereafter be pending, threatened
or commenced against or incurred by Employee relating to or in any way resulting
from Employee’s performance of his duties hereunder, or any action or failure to
act by Employee in connection with such duties.  Employee’s rights
under this Section 10 shall be in addition to, and not in lieu of, any and
all other rights of Employee under applicable law or any agreement with the
Company regarding indemnification.

     

    12.           Confidential
Information.

     

    (a)           As
used in this Agreement “Confidential Information” means any and all information
disclosed to Employee or which Employee gains knowledge of as a consequence or
through Employee’s employment by the Company (including information conceived,
originated, discovered or developed by Employee) about the Company’s products,
processes, and services, including information relating to research,
development, inventions, manufacture, purchasing, accounting, engineering,
marketing, merchandising, selling trade secrets, or customer lists, which
information the Company maintains as confidential.

     

    (b)           Except
as required in Employee’s duties to the Company and then only with the Company’s
prior written consent, Employee will not, directly or indirectly, use for
Employee’s own benefit or the benefit of others, or disseminate, disclose,
comment upon or publish articles concerning, any Confidential Information either
during or at any time after the term of this Agreement without the Company’s
consent.

     

    (c)           All
documents, papers, notes, notebooks, memoranda, computer files, and other
written electronic records of the Company of any kind in the possession or under
the control of Employee, shall remain in the property of the Company at all
times.  Upon the termination of Employee’s employment with the
Company, all documents, papers, notes, notebooks, memoranda, computer files and
other written or electronic records in Employee’s possession, whether prepared
by Employee or others will be left with Company.

     

    
      
         

      

      
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    13.           Successors; Binding
Agreement.

     

    (a)           The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  Failure
of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle Employee to Termination of Benefits from the Company as provided
herein, except that, for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed Employee’s date of
termination.  As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement, by operation of
law or otherwise.

     

    (b)           This
Agreement shall inure to the benefit of and be enforceable by Employee’s
personal or legal representatives, executors, administrators, successors, heirs,
distribute, devised, and legatees. If Employee should die while any amount would
still be payable to Employee hereunder if Employee had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to Employee’s devisee, legatee or other designee or,
if there is no such designee, to Employee’s estate.

     

    14.           Notices.

     

    Any and
all notices which are required or permitted to be given by any party to any
other party hereunder shall be given in writing, sent by registered or certified
mail, electronic communications (including telegram or facsimile) followed by a
confirmation letter sent by registered or certified mail, postage prepaid,
return receipt requested, or delivered by hand or messenger service with the
charges therefore prepaid, addressed to such party as follows:

     

    (a)           Notice to the
Employee:

     

    
      	
              Kimberly
      Simon

              Tix4Tonight

              6280
      Valley View Bl.

              Suite
      400

              Las
      Vegas, NV  89118

              Fax
      (702) 212-8555

            


    

     

    
      
         

      

      
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    (b)           Notice to the
Company:

     

    
      	
              Tix
      Corporation

              12711
      Ventura Blvd

              Suite
      340

              Studio
      City, CA 91604

              Fax
      (818) 761-1072

            


    

     

    Or to
such other address as the parties shall from time to time give notice of in
accordance with this Section.  Notices sent in accordance with this
Section shall be deemed effective on the date of dispatch, and an affidavit of
mailing or dispatch, executed under penalty of perjury, shall be deemed
presumptive evidence of the date of dispatch.

     

    15.           Entire agreement and
Modification.  This Agreement, including the exhibits hereto
and the agreements expressly referred to herein, constitutes the entire
understanding between the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written.  There are no warranties, representations or
other agreements between the parties, in connection with the subject matter
hereof, except as specifically set forth herein.  No supplement,
modification, waiver or termination of this Agreement shall be binding unless
made in writing and executed by the party thereto to be bound.

     

    16.           Waivers.  No
term, condition or provision of this Agreement may be waived except by an
express written instrument to such effect signed by the party to whom the
benefit of such term condition or provision runs.  No such waiver of
any term, condition or provision of this Agreement shall be deemed a waiver of
any other term, condition or provision, irrespective of similarity, or shall
constitute a continuing waiver of the same term, condition or provision, unless
otherwise expressly provided.  No failure or delay on the part of any
party in exercising any right, power or privilege under any term, condition or
provision of this agreement shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
other right, power or privilege.

     

    17.           Severability.  In
the event any one or more of the terms, conditions or provisions contained in
this Agreement should be found in a final award or judgment rendered by any
court or arbitrator or panel of arbitrators of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining terms, conditions and provisions contained
herein shall not in any way be affected or impaired thereby, and this Agreement
shall be interpreted and construed as if such term, condition or provision, to
the extent the same shall have been held invalid, illegal or unenforceable, had
never been contained herein, provided that such interpretation and construction
is consistent with the intent of the parties as expressed in this
Agreement.

     

    18.           Headings.  The
headings of the Articles and Sections contained in this Agreement are included
herein for reference purposes only, solely for the convenience of the parties
hereto, and shall not in any way be deemed to affect the meaning, interpretation
or applicability of this Agreement or any term, condition or provision
hereof.

     

    
      
         

      

      
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    19.           Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to its
choice of law principles, notwithstanding the fact that one or more counterparts
hereof may be executed outside of the State, or one or more of the obligations
of the parties hereunder are to be performed outside of the state.

     

    20.           Attorney’s
fees.  In the event that any party to this Agreement shall
commence any suit, action, arbitration or other proceeding to interpret this
Agreement, or determine or enforce any right or obligation created hereby,
including but not limited to any action for rescission of this Agreement or for
a determination that this Agreement is void or ineffective ab initio, the
prevailing party in such action shall recover such party’s costs and expenses
incurred in connection therewith, including attorney’s fees and costs of appeal,
if any.  Any court, arbitrator or panel of arbitrators shall, in
entering any judgment or making any award in any such suit, action, arbitration
or other proceeding, in addition to any and all other relief awarded to such
prevailing party, include in such judgment or award such party’s costs and
expenses as provided in this Section 19.

     

    21.           Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute only one
instrument.  Any or all of such counterparts may be executed within or
outside the State of California.  Facsimile signatures shall have the
same binding effect as an original wet ink signature.

     

    22.           Covenant of Further
Assurances.  All parties to this Agreement shall, upon request,
perform any and all acts and execute and deliver any and all certificates,
instruments and other documents that may be necessary or appropriate to carry
out any of the terms, conditions and provisions hereof or to carry out the
intent of this Agreement.

     

    23.           Remedies
Cumulative.  Each and all of the several rights and remedies
provided for in this Agreement shall be construed as being cumulative and no one
of them shall be deemed to be exclusive of the others or of any right or remedy
allowed by law or equity, and pursuit of any one remedy, or a waiver of any
other remedy.

     

    24.           Binding
Effect.  Subject to the restrictions in Section 27 hereof
respecting assignments, this Agreement shall inure to the benefit of and be
binding upon all of the parties hereto and their respective executors,
administrators, successors and permitted assigns.

     

    25.           Compliance With
Laws.  Nothing contained in this Agreement shall be construed
to require the commission of any act contrary to law and whenever there is a
conflict between any term, condition or provision of this Agreement and any
present or future statute, law, ordinance or regulation contrary to which the
parties have no legal right to contract, the latter shall prevail, but in such
event the term, condition or provision of this Agreement affected shall be
curtailed and limited only to the extent necessary to bring it within the
requirement of the law, provided that such construction is consistent with the
intent of the parties as expressed in this Agreement.

     

    
      
         

      

      
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    26.           Gender.  As
used in this Agreement, the masculine, feminine or neuter gender, and the
singular or plural number, shall be deemed to include the others whenever the
context so indicates.

     

    27.           No Third Party
Benefit.  Nothing contained in this Agreement shall be deemed
to confer any right or benefit on any person who is not a party to this
Agreement.

     

    28.           Assignment.  Neither
party may assign this Agreement, or any rights hereunder, without the prior
express consent of the other party.

     

    29.           Arbitration.  Any
controversy, dispute or claim of whatever nature arising out of, in connection
with or relating to this Agreement or the interpretation, meaning, performance,
breach or enforcement thereof, including any controversy, dispute or claim based
on contract, tort, or statute, and including without limitation claims relating
to the validity of this Agreement or relating to termination of employment,
shall be resolved at the request of either party to this Agreement, by final and
binding arbitration conducted at a location in Los Angeles, California,
administered by Judicate West or Alternative Dispute Resolution, and judgment
upon any award rendered by the arbitrator(s) may be entered by any State or
Federal Court having jurisdiction thereof.  Either party may commence
such proceeding by giving notice to the other party in the manner provided in
Section 11 of this Agreement.  Upon filing a demand for
arbitration, all parties to the Agreement will have the right of discovery to
the maximum extent provided by law for actions tried before a court, and both
agree that in the event of an arbitration, disputes as to discovery shall be
determined by the arbitrator(s).  The arbitrator(s) in any such
proceeding shall apply California substantive law and the California Evidence
Code to the proceeding.  The arbitrator(s) shall have the power to
grant all legal and equitable remedies (provisional and final) and award damages
provided by California law.  The arbitrator(s) shall prepare in
writing and provide to the parties an award including findings of fact and
conclusions of law.  The arbitrator(s) shall not have the power to
commit errors of law or legal reasoning, and the award may be vacated or
corrected pursuant to California Code of Civil Procedure §§1286.2 or 1286.6 for
any such error.  The Company shall pay all fees of the arbitrator, and
each party shall bear its or his expenses, costs and attorney fees relating to
the arbitration and recovery under any order and/or judgment rendered
therein.  In any such proceeding general counsel for the Company may
represent the Company regardless of whether such counsel has rendered advice to
Employee in the past unless prohibited by law or rules of the California State
Bar Association.  The parties hereto hereby submit to the exclusive
jurisdiction of the courts of the State of California for the purpose of
enforcement of this agreement to arbitrate and any and all awards or orders
rendered pursuant thereto.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and
year first above written.

     

     

    
      
        	 	“Company”	 
	 	 	 
	 	      
                TIX
      CORPORATION

                A
      Delaware Corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Mitch
      Francis, CEO	 
	 	 	 	 
	 	 	 	 
	 	“Employee”	 
	 	 	 	 
	 	 	 
	 	      
                Kimberly
      Simon

              	 
	 	 	 	 


      

    

     

     

     

    
      
         

      

      
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