EXHIBIT 3.2

                               STATE of DELAWARE
                              FOURTH AMENDMENT TO
                        CERTIFICATE of INCORPORATION of
                               CINEMA RIDE, INC.

o First: The Board of Directors of Cinema Ride, Inc., a Delaware corporation,
acting by written consent in accordance with Section 141(f) of the Delaware
General Corporation Law, duly adopted resolutions setting forth the proposed
fourth amendment to the Certificate of Incorporation (the "Certificate") of said
Corporation, declaring said amendment to be in the best interests of the
Corporation and its stockholders. The resolutions setting forth the proposed
amendment are substantially as follows:

      NOW, THEREFORE, BE IT RESOLVED, that Article First of the Certificate
      of Incorporation of the Corporation be amended and restated in its
      entirety to read as follows:

          FIRST:   The name of the Corporation is Tix Corporation.

      RESOLVED FURTHER, that Article Four of the Certificate of Incorporation
      of the Corporation be amended and restated in its entirety to read as
      follows:

          FOURTH:  "The total number of shares of stock which the corporation
                   shall have authority to issue is One Hundred Million Five
                   Hundred Thousand (100,500,000) shares, of which One Hundred
                   Million (100,000,000) shares of the par value of Eight
                   Hundredths of a Dollar ($0.08) each, amounting in the
                   aggregate to Eight Million Dollars ($8,000,000) shall be
                   common stock and of which Five Hundred Thousand (500,000)
                   shares of the par value of One Hundredth of a Dollar ($0.01)
                   each, amounting in the aggregate to Five Thousand Dollars
                   ($5,000) shall be preferred stock.

                   Effective as of 5:00 p.m. Eastern time on May 29, 1998, each
                   outstanding eight (8) shares of common stock shall be
                   automatically converted into one (1)share of common stock.
                   Any fractional shares resulting from such automatic
                   conversion shall be rounded upward to the nearest whole
                   share."

o Second: That concurrently therewith, acting by written consent, the holder of
at least a majority of the issued and outstanding shares of the Corporation's
capital stock consented to the foregoing amendment in accordance with Section
228(a) of the Delaware General Corporation Law.

o Third: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the Delaware General Corporation Law.

o Fourth: That the capital of said Corporation shall not be reduced under or by
reason of said amendment.

     IN WITNESS WHEREOF, the undersigned Corporation has caused this Fourth
Amendment to Certificate of Incorporation to be signed by a duly authorized
officer as of March 1, 2005.


                               By: /s/ Mitch Francis
                                   -----------------------
                                   Mitch Francis
                                   Chief Executive Officer