ASSIGNMENT AGREEMENT

      This Assignment  Agreement (the  "Assignment")  is made as of December 29,
2005 by and among Rebel Holdings, LLC, a California limited liability company as
assignor  (the   "Assignor"),   Digicorp,   a  Utah   corporation   as  assignee
("Assignee"),  and  Rebel  Crew  Films,  Inc.,  a  California  corporation  (the
"Company").

                                   WITNESSETH:

      WHEREAS,  simultaneously with executing this Assignment,  the Assignor and
the Assignee are entering into a Securities  Purchase  Agreement  (the "Purchase
Agreement")  pursuant  to  which  Assignee  is  purchasing  a  $556,306.53  loan
receivable  (the "Loan  Receivable")  of Assignor which is owed to Assignor from
the  Company  in  exchange  for  the  issuance  by  Assignee  to  Assignor  of a
$556,306.53 principal amount convertible note; and

      WHEREAS,  pursuant  to the  terms  hereof  and the  terms of the  Purchase
Agreement, the parties hereto are entering into this Assignment.

      NOW,  THEREFORE,  in  consideration  of and for the  mutual  promises  and
covenants contained herein, and for other good and valuable  consideration,  the
receipt of which is hereby  acknowledged,  the parties  hereto  hereby  agree as
follows:

      1. All  capitalized  terms not  defined  herein  shall  have the  meanings
ascribed to such terms in the Purchase Agreement.

      2. For value  received,  Assignor  assigns and  transfers  to Assignee all
rights to the Loan Receivable, subject to all the conditions and terms contained
in the Purchase  Agreement.  A copy of the Purchase Agreement is attached hereto
as Exhibit A and made a part hereof by reference.

      3. This  Assignment  shall be construed and interpreted in accordance with
the laws of the State of  California  without  giving  effect to the conflict of
laws rules thereof or the actual domiciles of the parties.

      4. This  Assignment may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original  and all of  which  taken  together  shall
constitute a single Assignment.

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      IN WITNESS  WHEREOF,  the parties have executed this  Assignment as of the
day and year first written above.

                                          ASSIGNOR:

                                          REBEL HOLDINGS, LLC


                                                /s/ Jay Rifkin
                                          --------------------------------------
                                          Jay Rifkin
                                          Managing Member

                                          ASSIGNEE:

                                          DIGICORP


                                           /s/ William B. Horne
                                          --------------------------------------
                                          William B. Horne
                                          Chief Executive Officer

                             CONSENT OF THE COMPANY

         The Company identified in the above Assignment hereby consent to that
Assignment.

Dated: December 29, 2005                  REBEL CREW FILMS, INC.


                                          /s/ Cesar Chatel
                                          --------------------------------------
                                          Cesar Chatel
                                          President

                                       2


                                    Exhibit A
                               Purchase Agreement