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").

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.

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.

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:

(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;

(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 s