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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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