EXHIBIT 10.19
GANG Consulting Ltd.
P.O. Box 2108
0000 Xxxxxxxx Xxxxx
Xxx Xxxxx, X.X. V0E 5N0
Ph: 000-000-0000 Fx: 000-000-0000
January 3, 2005
Via Facsimile: (000) 000-0000
Xx. Xxxxx Xxxxxxx
President/CEO
Tix Corporation
Ste 000, 00000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, XX, 00000
Re: Consulting Agreement
Dear Xx. Xxxxxxx,
December 31, 2004 marked the end of our first three (3) years of working
together. Over that time we have been involved in the successful transformation
of the Company's business, from the motion simulator ride business, to the Las
Vegas same day discount ticket sales business. (Tix Corporation)
We have been pleased to work with you and your outstanding staff
throughout this transition.
We believe at this time the Company is in a position to expand its
markets in sales, sales locations, new services and in shareholder awareness.
Therefore we are recommending the following to aid in this process:
o Gang Consulting Ltd terminated its monthly consulting fee of $10,000
effective December 31, 2004. We believe these funds are better used for
Business Expansion, Product Expansion, Investor and Public Relations.
o Gang Consulting Ltd. will continue to provide the same services as per
our Consulting Agreement, Jan 3, 2002 for a further 2 years.
o Gang Consulting Ltd. will perform these duties for a warrant package.
(described below)
o Upon execution hereof, all "Old Warrants" as specified herein below will
be terminated and all "New Warrants" as specified herein below will
become effective.
Warrants:
As per our Agreement Jan. 3, 2002, Gang Consulting had the following
warrant package exercisable for a period of 5 years:
Old Warrants:
-------------
100,000 shares @ $0.25 vesting and earned 07/01/02 (exercised for the Company's benefit)
100,000 shares @ $0.50 vesting and earned 07/01/02
100,000 shares @ $1.00 vesting and earned 07/01/02
100,000 shares @ $1.50 vesting and earned 01/01/03
100,000 shares @ $2.00 vesting and earned 01/01/03
100,000 shares @ $2.50 vesting and earned 01/01/03
100,000 shares @ $3.00 vesting and earned 07/01/03
100,000 shares @ $3.50 vesting and earned 07/01/03
100,000 shares @ $4.00 vesting and earned 07/01/03
All warrants are exercisable for a period of 3 years. (May 15, 2008)
New Warrants:
-------------
100,000 shares @ $0.25 vested and earned
100,000 shares @ $0.50 vested and earned
50,000 shares @ $0.75 vested and earned
50,000 shares @ $1.00 vested and earned
25,000 shares @ $1.25 vested and earned
25,000 shares @ $1.50 vested and earned
25,000 shares @ $1.75 vested and earned
25,000 shares @ $2.00 vested and earned
We look forward to working with you as you expand and promote your
Ticketing businesses around the U.S. and throughout the world.
Sincerely,
/s/ Xxxxx Xxxx
Xxxxx Xxxx
President,
Gang Consulting Ltd.
Accepted by:
/s/ Xxxxx Xxxxxxx
-----------------------
Xxxxx Xxxxxxx, President and CEO
