EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”) is entered into to be effective as of the 1st
      day of September 2007, 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, 2007 (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. 

     

    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.

     

    4.       Compensation.

     

    (a)       Base
      Salary.
      The
      Company shall pay to Employee a base salary in the amount of Two Hundred
      Twenty-five Thousand Dollars ($225,000) 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 (September 1, 2007), 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 $7.00 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.

     

    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 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, 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, 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.

     

    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 $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.

     

    
      
         

      

      
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    7.       Vacation.
      During
      each year of the Term, Employee shall be entitled to a vacation of
      three (3) 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;

     

    (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. 

     

    (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.

     

    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). 

     

    
      
         

      

      
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    (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. 

     

    (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;

     

    
      
         

      

      
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    (iii)       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 

     

    (iv)       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.

     

    (v)       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.

     

    (vi)       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.

     

    (vii)       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.

     

    (viii)       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:

     

    
      	
              Kimberly
                Simon

              Tix4Tonight

              6280
                Valley View Bl.

              Suite
                400

              Las
                Vegas, NV

              Fax
                (702) 212-8555

               

            


    

    (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.

     

    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.

     

    
      
         

      

      
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    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.

     

    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 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.

     

    
      
         

      

      
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    23.       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.

     

    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.

     

    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 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.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    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

              

            
	 
 	 
 	 
 
	Date: 	By:  	/s/ 
	 	
              

              Mitch
                Francis, CEO

            
	 	 


    

    
      	 	 	 
	 	
              “Employee”

            
	 
 	 
 	 
 
	Date: 	 	 
	 	
              

              Kimberly
                Simon

            
	 	 


    

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    COMPENSATION
      COMMITTEE APPROVAL

     

    The
      Tix
      Corporation Compensation Committee hereby confirms and approves THE EMPLOYMENT
      AGREEMENT for Kimberly Simon effective as of September 1,
      2007.

     

    


    


    


    
      	 	 	 
	
              Ben
                Frankel

            	 	
              Date

               

               

            
	 	 	 
	
              Norman
                Feirstein

            	 	
              Date

               

               

            
	 	 	 
	
              Sam
                Georges

            	 	
              Date

               

            


    

    


    


     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        -12-