AMENDMENT NO. 1 TO
BYLAWS OF
DIGICORP


The undersigned, being the Chief Executive Officer and Secretary of
Digicorp, a corporation existing under the laws of the State of Utah (the
"Corporation"), do hereby certify as follows:

ARTICLE III, Section 3 of the Corporation's Bylaws is hereby superceded
and replaced as follows:

"3. VACANCIES

Any vacancy occurring in the Board of Directors, including a vacancy
resulting from an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors though
less than an a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his
predecessor in office."

IN WITNESS WHEREOF, the foregoing Amendment No. 1 to the Bylaws of the
Corporation were adopted and approved by the Board of Directors by unanimous
written consent dated July 20, 2005.

DIGICORP


/s/ Milton Ault
-----------------------
Milton "Todd" Ault, III
Chief Executive Officer


/s/ Lynne Silverstein
-----------------------
Lynne Silverstein
Secretary