Digicorp ▼

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                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of February 7,
2006, by and between DIGICORP, a Utah corporation ("Buyer"), and MATTHEW B.
STUART IV a/k/a AMENO, individually ("Seller").

                              W I T N E S S E T H:

      WHEREAS, Seller owns and operates the website PerreoRadio.com
("PerreoRadio") and associated assets as hereinafter described; and

       . . .

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                            ASSET PURCHASE AGREEMENT

      This Asset Purchase  Agreement (this  "Agreement") is made as of September
19, 2005, by and among DIGICORP, a Utah corporation ("Buyer"), and PHILIP GATCH,
individually ("Seller").

      WHEREAS,  Seller  owns the  iCodemedia  suite  of  websites  and  Internet
properties,  which  includes the  following  domain  names:  www.icodemedia.com;
www.iplaylist.com;  www.tunescast.com;  www.tunebucks.com;  www. . . .

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE  AGREEMENT (this  "Agreement") is made as of April 24,
2006,  by  and  between  Digicorp,  a  Utah  corporation   ("Buyer"),   and  EAI
Technologies, Inc., a Virginia corporation ("Seller").

                             W I T N E S S E T H:

      WHEREAS,   Seller  has  developed  an  application   for  Buyer  known  as
ITunesBucks  ("ITunesBucks"),  which  is a  marketing  application  that  allows
customers to accumulate points that can be used to purchase  . . .

                                 DEMAND PROMISSORY NOTE

$5,000                                                      September 15, 2006

FOR VALUE RECEIVED, Digicorp, a corporation organized under the laws of Delaware
with an address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address at
1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"), the
principal sum of Five Thousand Dollars ($5,000) in lawful money of the United
States, plus interest thereon at  . . .

                            DEMAND PROMISSORY NOTE

$75,000                                                     September 27, 2006

FOR VALUE RECEIVED, Digicorp, a corporation organized under the laws of Delaware
with an address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address at
1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"), the
principal sum of Seventy Five Thousand Dollars ($75,000) in lawful money of the
United States, plus interest thereon  . . .

                            DEMAND PROMISSORY NOTE

$10,000                                                     October 13, 2006

FOR VALUE RECEIVED, Digicorp, a corporation organized under the laws of Delaware
with an address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address at
1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"), the
principal sum of Ten Thousand Dollars ($10,000) in lawful money of the United
States, plus interest thereon at the rate  . . .

                            DEMAND PROMISSORY NOTE

$10,000                                                     November 1, 2006

FOR VALUE RECEIVED, Digicorp, a corporation organized under the laws of Delaware
with an address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address at
1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"), the
principal sum of Ten Thousand Dollars ($10,000) in lawful money of the United
States, plus interest thereon at the rate  . . .

                            DEMAND PROMISSORY NOTE

$25,000                                                     November 8, 2006

FOR VALUE RECEIVED, Digicorp, a corporation organized under the laws of Delaware
with an address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address at
1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"), the
principal sum of Twenty Five Thousand Dollars ($25,000) in lawful money of the
United States, plus interest thereon at  . . .

                            DEMAND PROMISSORY NOTE

$50,000                                                     November 17, 2006

FOR VALUE RECEIVED, Digicorp, a corporation organized under the laws of Delaware
with an address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address at
1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"), the
principal sum of Fifty Thousand Dollars ($50,000) in lawful money of the United
States, plus interest thereon at the  . . .

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                              EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
September  30,  2005 (the  "Effective  Date") by and  between  Digicorp,  a Utah
corporation, with an office located at 100 Wilshire Boulevard, Suite 1750, Santa
Monica,  CA 90401 (the "Company") and Jay Rifkin,  an individual with an address
c/o Rebel Crew  Films,  Inc.,  4143  Glencoe  Avenue,  Marina Del Rey,  CA 90292
("Rifkin" . . .

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                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is made and entered  into as of
September  20,  2005 and  shall be  effective  as of  September  20,  2005  (the
"Effective  Date") by and between Digicorp,  a Utah corporation,  with an office
located at 100 Wilshire  Boulevard,  Suite 1750, Santa Monica,  California 90401
(the "Company"),  and Philip Gatch, an individual,  with an address 1650 Federal
Avenue, Los Angeles, . . .

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                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made as of December 29,
2005, by and among Digicorp, a Utah corporation (the "Purchaser"), Rebel
Holdings, LLC, a California limited liability company ("Rebel Holdings"), Cesar
Chatel ("Chatel" and together with Rebel Holdings, the "Sellers"), and Sichenzia
Ross Friedman Ference LLP, a New York limited liability partnership (the "Escrow
Agent" . . .

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         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
         THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
         OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID
         SECURITIES ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE
         CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT
         REGISTRATION IS NOT  . . .

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                          SECURITIES PURCHASE AGREEMENT

      SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 29,
2005, by and among Rebel Holdings,  LLC, a California  limited liability company
with  headquarters  located at 6601 Center  Drive West,  Suite 200, Los Angeles,
California  90045  (the  "Company"),  and  Digicorp,  a  Utah  corporation  with
headquarters  located at 100  Wilshire  Boulevard,  Suite  1750,  Santa  Monica,
California (the " . . .

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                            STOCK PURCHASE AGREEMENT

      STOCK PURCHASE AGREEMENT, dated as of December 20, 2005 (the "Agreement"),
among Digicorp, a Utah corporation (the "Purchaser"),  Rebel Crew Films, Inc., a
California  corporation  (the  "Company"),  Rebel  Holdings,  LLC, a  California
limited liability company ("Rebel Holdings"), and Cesar Chatel ("Chatel").

                              W I T N E S S E T H:
                                . . .

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                                    DIGICORP
                             SUBSCRIPTION AGREEMENT


      SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this 20th day
of April 2006 between Digicorp,  a Utah corporation with offices located at 4143
Glencoe  Avenue,  Marina  Del Rey,  California  90292 (the  "Company"),  and the
undersigned (the "Subscriber").

      WHEREAS,  pursuant  to  Section  4(2) of the  Securities  Act of 1933,  as
amended ( . . .

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                                    DIGICORP
                             SUBSCRIPTION AGREEMENT


      SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this 18th day
of May 2005 between DigiCorp, a Utah corporation with offices located at 100
Wilshire Boulevard, Suite 1500, Santa Monica, California 90401 (the "Company"),
and the undersigned (the "Subscriber").

      WHEREAS, pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the  . . .