CONFIDENTIAL

DIGICORP

TERM SHEET

DATED: September 30, 2005

Attn: Jay Rifkin
Rebel Holdings, LLC
6601 Center Drive West
Suite 200
Los Angeles, CA 90045
Facsimile: (310) 499-4334

The following term sheet outlines the terms of a transaction for Digicorp, a
Utah corporation (OTCBB: DGCO) ("DIGICORP"), to purchase a $331,023.89 loan
receivable (the "Loan Receivable") of Rebel Holdings, LLC, a California limited
liability company ("RHLLC"), in exchange for the issuance to RHLLC of a
$331,023.89 principal amount convertible note. The Loan Receivable constitutes
monies loaned by RHLLC to Rebel Crew Films, Inc., a California corporation
("RCFINC"), to pay for operating expenses of RCFINC. Concurrently herewith, the
DIGICORP is entering into a letter of intent to purchase all the issued and
outstanding shares of capital stock of RCFINC from the stockholders of RCFINC.

Closing: At the closing (the "Closing"), DIGICORP will
purchase from RHLLC and RHLLC will sell to
DIGICORP the Loan Receivable in consideration for
the DIGICORP Note (described below). The time of
Closing shall be no later than sixty (60) calendar
days after the date the definitive agreement is
executed by all parties hereto (the "Closing
Date"), unless extended by mutual consent of such
parties.

Principal Amount: $345,435.00.

Type: Fixed Price Convertible Note (the "DIGICORP Note").

Coupon: 4.5% simple interest.

Term: Five (5) Years from Closing (the "Term").

Conversion Price: The Fixed Conversion Price to convert
the DIGICORP Note into shares of DIGICORP
common stock, $0.001 par value ("DIGICORP
Common Stock"), shall be $0.69087 per share.

Registration: DIGICORP will undertake to prepare and file with
the Securities and Exchange Commission (the "SEC") no
later than 90 days from the Closing Date, a registration
statement (the "Registration Statement") on Form SB-2
(or other applicable form) pursuant to the Securities
Act of 1933, as amended (the "Securities Act"),
registering the resale


CONFIDENTIAL

of the DIGICORP Common Stock issuable upon conversion of
the DIGICORP Note (the "Registrable Securities"). RHLLC,
or its successor(s) or assigns, will also have
"piggyback" registration rights with respect to the
Registrable Securities. DIGICORP shall prepare and file
with the SEC such amendments and supplements to the
Registration Statement as may be necessary and use
commercially reasonable efforts to cause such
Registration Statement to become effective and remain
effective for the period of time required for RHLLC, or
its successor(s) or assigns, to effect the sale of the
Registrable Securities in accordance with the Securities
Act.

Collateral: DIGICORP shall provide RHLLC a first priority lien on
all assets of RCFINC owned as of the Closing Date and
all assets of RCFINC acquired during the Term (the
"Collateral"). The Company shall grant to RHLLC a
security interest in the Collateral and authorize RHLLC
to file a UCC-1 financing statement covering the
Collateral and naming RHLLC as secured party and
DIGICORP as the debtor, in all appropriate
jurisdictions, together with any amendments,
modifications and substitutions thereto to secure the
obligations of DIGICORP to RHLLC described herein and
the cost, if any, incurred in collecting such
obligations.

Events of Default: Events causing a default of the DIGICORP Note shall
include, but not necessarily limited to: (1)
commencement by DIGICORP of a voluntary case under the
United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any
jurisdiction; (2) commencement of a proceeding or case
in respect of DIGICORP, in any court of competent
jurisdiction, seeking: (a) the liquidation,
reorganization, moratorium, dissolution, winding up, or
composition or readjustment of its debts, (b) the
appointment of a trustee, receiver, custodian,
liquidator or the like of it or of all or any
substantial part of its assets in connection with the
liquidation or dissolution of DIGICORP, or (c) similar
relief in respect of DIGICORP under any law providing
for the relief of debtors, and such proceeding or case
described in clause (a), (b) or (c) shall continue
undismissed, or unstayed and in effect, for a period of
thirty (30) days; and (3) the occurrence of an event of
default of DIGICORP under any material agreement to
which DIGICORP is a party and such event of default is
not cured within thirty (30) days after receipt by
DIGICORP of written notice that such an event of default
has occurred.

Conditions to Closing: The transaction documents shall contain customary and
usual conditions precedent, including, but not limited
to, the following: (1) closing of the purchase by
DIGICORP of all the issued and outstanding shares of
capital stock of RCFINC from the stockholders of RCFINC;
(2) DIGICORP and RHLLC each shall have obtained

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CONFIDENTIAL

and delivered to the other party all consents, waivers
and approvals necessary to effect the transactions
contemplated by this term sheet from each of their
respective board of directors, managing member(s) and
other member(s), as applicable; and (3) RHLLC and all
equity owners of RHLLC shall be accredited investors
within the meaning of Rule 501(a) of Regulation D under
the Securities Act and shall complete and sign
accredited investor questionnaires attesting to such
fact except as otherwise provided in the Letter of
Intent.

Counterparts: This term sheet may be executed in any number of
counterparts and each such counterpart shall be deemed
to be an original instrument, but all of such
counterparts together shall constitute but one term
sheet.

Amendments: Subject to applicable law, this term sheet and any
attachments hereto may be amended only by an instrument
in writing signed by an officer or authorized
representative of each of the parties hereto.

Time is of the Essence: Provided D&O insurance has been obtained by DIGICORP,
RHLLC shall sign this term sheet no later than 6:00
P.M., Eastern Standard Time, September 30, 2005, as time
is of the essence.

Confidentiality: DIGICORP and RHLLC agree that (except as may be required
by law) it will not disclose or use any Confidential
Information (as hereinafter defined) with respect to the
other, furnished, or to be furnished in connection
herewith at any time or in any manner and will not use
such information other than in connection with its
evaluation of the transactions contemplated hereby. For
the purposes of this paragraph "Confidential
Information" means any information identified as such in
writing or, given the nature of the information or the
circumstances surrounding its disclosure, reasonably
should be considered as confidential or proprietary. If
the transactions contemplated by this term sheet are not
consummated, the receiving party will promptly return
all documents to the party that provided such documents.
The provisions of this paragraph shall survive the
termination of this term sheet.

Best Efforts: DIGICORP and RHLLC will negotiate in good faith and use
their best efforts to arrive at mutually acceptable
transaction documents for approval, execution and
delivery on the earliest reasonably practicable date.
DIGICORP and RHLLC will thereupon use their best efforts
to effect the Closing and to proceed with the
transactions contemplated by this term sheet as promptly
as is reasonably practicable.

This term sheet does not set forth all the terms and conditions of the proposed
transaction contemplated herein. Rather, it is only an outline, in summary
format, of the major points of

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understanding which will form the basis of the final documentation, which will
be prepared by DIGICORP's legal counsel.

This term sheet is not and shall not be deemed to be a binding agreement among
the parties hereto to complete the transactions contemplated herein. Such
agreement will arise only upon the execution and delivery by all parties hereto
of definitive agreements and the fulfillment, to the satisfaction of each of the
parties thereto, of the conditions precedent set forth therein. In the event any
of the parties hereto elects not to consummate the transactions contemplated
hereby or any party is unable for any reason to close the transaction in
accordance with the terms and conditions of this term sheet on or before the
Closing Date, the terms of this term sheet shall automatically terminate (unless
extended by mutual consent of DIGICORP and RHLLC).

If the foregoing correctly sets forth the substance of the understanding
of the parties, please execute this term sheet in duplicate, retain one original
copy for your records, and return the other original copy to the other party
hereto at the address listed in Section 5(c) of the letter of intent dated the
date hereof among DIGICORP, RCFINC and the stockholders of RCFINC

Also, please fax a signed copy to Marc J. Ross at (212) 930-9725 and David
M. Kaye at (973) 443-0609.

DIGICORP REBEL HOLDINGS, LLC

/s/ Milton Ault /s/ Jay Rifkin
- ------------------------------- --------------------------------
Milton "Todd" Ault, III Jay Rifkin
Chief Executive Officer Managing Member
















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