Unassociated Document


    
      EMPLOYMENT
AGREEMENT

      


      THIS EMPLOYMENT AGREEMENT
("Agreement") is entered into to be effective as of the 1st day of March 2009,
by and between Tix Corporation, a Delaware corporation (hereinafter the
"Company"), and Mitch
Francis, 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 offices of Chairman of the
Board, President and Chief Executive 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 offices, 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 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.  The Company
further agrees and acknowledges that election, and being retained in office, as
a director was a material inducement to Employee to enter into this
Agreement.  The Board of Directors agrees to use its best efforts, so
long as this Agreement remains in effect, to cause Employee to be nominated as a
director at any meeting or action of the stockholders of the Company for the
purpose of electing directors, and to use their best efforts to cause Employee
to be elected and retained in office as a director throughout the term of this
Agreement.

      


      2. Term.  The term
of employment pursuant to this Agreement shall be for a period of three (3)
years, commencing on March 1, 2009 (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.  Nothing herein contained shall be deemed to preclude Employee
from performing services to other businesses or entities not affiliated with the
Company or having personal investments and from devoting a reasonable amount of
time to the care and attention thereof, provided that the same shall in no
manner interfere with or derogate from Employee's work for the Company or
conflict with the Company's business.

       

      
        
          
          

        

        
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      Employee
shall perform his duties hereunder primarily in the Los Angeles, California area
and Las Vegas, Nevada (as needed), 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 his consent.

      


      4.
Compensation.

      


      (a) Base
Salary.  The Company shall pay to Employee a base salary in the
amount of Four Hundred Fifty Thousand Dollars ($450,000) 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 (March
1, 2009), the Base Salary shall be increased by eight percent (8%).

      


      (b) Discretionary Bonus.
Employee shall be eligible to receive an annual bonus during his 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) Restricted
Shares.  The Company hereby grants to Employee options under
the Tix Corporation Employee Incentive Stock Option Plan (the “Options”) to
purchase an aggregate of 150,000 shares of the Company’s Common Stock at an
exercise price at the closing price on the date the Tix Corporation board of
directors approves the terms of this Agreement.  The options shall
vest one-third on each anniversary date of this Agreement.  The first
Tranche shall vest on the first anniversary of the Commitment Date; the second
Tranche on the second anniversary; and the third Tranche on the third
anniversary.

      


      5. 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 him 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, but no first-class air travel will be deemed reasonable, (unless
under special price offering).  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,
maintenance, taxes and gasoline.  Employee shall maintain such records
with respect to the use of such automobile as the Company may reasonably
request.

       

      
        
          
          

        

        
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      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.

      


      6. 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 $25,000 per year), and Employee life insurance
(premiums up to $10,000 per year), and disability insurance (up to $10,000 per
month coverage) (premiums up to $5,000 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.

      


      7. 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.

      


      8.
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;

       

      
        
          
          

        

        
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      (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
one-hundred eighty (180) 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, bonuses
and benefits described in Sections 4 and 5 of this Agreement for the remainder
of the Term and shall have no duty or obligation to accept other employment, or
otherwise mitigate Employee's damages resulting from such
termination.  The Company further agrees and acknowledges that, in the
event Employee does obtain other employment following the Company's termination
of this Agreement other than for cause, the Company shall not be entitled to any
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.

      


      9.
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;

       

      
        
          
          

        

        
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      (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.

      


      (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

       

      
        
          
          

        

        
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      (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.

      


      (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;

       

      
        
          
          

        

        
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      (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

       

      (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.

      


      10.
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.

       

      
        
          
          

        

        
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      11. 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.

      


      12.
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.

       

      
        
          
          

        

        
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      13. 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:

      


      Mitch
Francis

      12001
Ventura Place

      Suite
340

      Studio
City, CA 91604

      Fax (818)
761-1072

      


      (b)
Notice to the Company:

      


      Tix
Corporation

      12001
Ventura Place

      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.

      


      14. 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.

       

      
        
          
          

        

        
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      15. 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.

      


      16.
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.

      


      17. 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.

      


      18. 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.

      


      19. 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.

       

      
        
          
          

        

        
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      20. 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 be have
the same binding effect as an original wet ink signature.

      


      21. 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.

      


      22. 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.

      


      23. Binding
Effect.  Subject to the restrictions in Section 25 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.

      


      24. 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.

      


      25. 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.

      


      26. 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.

       

      
        
          
          

        

        
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      27.
Assignment.  Neither party may assign this Agreement, or any
rights hereunder, without the prior express consent of the other
party.

      


      28.
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 determined by the arbitrator in Los Angeles, California,
administered by and in accordance with the then existing Rules of Judicate West
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 Calas of the
day and year first above written.ifornia for the purpose of enforcement of this
agreement to arbitrate and any and all awards or orders rendered pursuant
thereto.

      
         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        


        IN WITNESS WHEREOF, the
parties have duly executed this Agreement 

      

       

       

      
        	

                "Company"

                 

                TIX
      CORPORATION

                A
      Delaware Corporation

              
	 	 
	
                By:
      

              	 
	 	
                Norman
      Feirstein, Director and Chairman of the Compensation

                Committee

              
	 	 


      

       

    

    
      	

              "Employee"

            
	 	 
	
              By:
      

            	 
	 	
              Mitch
      Francis

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COMPENSATION
COMMITTEE APPROVAL

    


    


    The Tix
Corporation Compensation Committee hereby confirms and approves THE EMPLOYMENT AGREEMENT for
Mitch Francis effective
as of March 1, 2009.

     

    
      	 	 	 
	

              Norman
      Feirstein

            	 	   Date