PURCHASER DISCLOSURE SCHEDULES
TO
STOCK PURCHASE AGREEMENT

(Prepared in connection with the Stock Purchase Agreement dated as of December
29, 2005 among Digicorp, a Utah Corporation, Rebel Crew Films, Inc., a
California corporation, Rebel Holdings, LLC, a California limited liability
company and Cesar Chatel (the "Stock Purchase Agreement"). Capitalized terms not
defined herein shall have the meaning given to
such terms in the Stock Purchase Agreement.)

DECEMBER 29, 2005


SCHEDULE 6.9
ABSENCE OF CERTAIN DEVELOPMENTS

Effective July 20, 2005, the Board of Directors of the Purchaser approved
the Purchaser's Stock Option and Restricted Stock Plan (the "Plan"). Under the
Plan, the Purchaser can issue restricted shares of common stock, options to
purchase shares of common stock (both incentive stock options and non-incentive
stock options) and warrants to purchase shares of common stock to employees,
directors and consultants. The number of shares subject to the Plan may not
exceed 15,000,000 shares. The Plan will be administered by the Purchaser's
Compensation Committee. See Form 8-K filed on Dec. 22, 2005 for a copy of the
plan.

On September 20, 2005, the Purchaser entered into an employment agreement
with Philip Gatch documenting the terms of his employment as the Purchaser's
Chief Technology Officer. The term of the employment continues for 36 months
from September 20, 2005 and automatically renews for successive one-year terms
unless either party delivers to the other party written notice of termination at
least 30 days before the end of the then current term. Mr. Gatch's base
compensation under the agreement is $95,000 in cash per year and $45,000 in a
restricted stock grants each year. Prior to signing the employment agreement,
the Purchaser granted Mr. Gatch options entitling him to purchase 250,000 shares
of the Purchaser's common stock vesting annually over three years with a strike
price of $0.25 per share, which stock options are reflected in the employment
agreement. Mr. Gatch is also eligible to receive an annual bonus determined by
the Purchaser's chief executive officer based on the performance of the
Purchaser. In addition, Mr. Gatch was granted rights for three years to (a) veto
a chief executive officer candidate as a replacement to Milton "Todd" Ault, III,
and (b) veto a decision to sell the Purchaser or any of its core assets or
technologies related to the iCodemedia suite of websites and internet properties
and all related intellectual property (the "iCodemedia Assets") in the event the
Purchaser sells for less than $50,000,000. If Mr. Gatch's employment is
terminated for any reason, the veto rights will be forfeited. The agreement also
contains customary provisions for disability, death, confidentiality,
indemnification and non-competition. If Mr. Gatch voluntarily terminates the
agreement or if the Purchaser terminates the agreement for cause, Mr. Gatch will
not be entitled to any compensation for the period between the effective
termination date and the end of the employment term and all unvested restricted
stock and stock options will be forfeited. If the Purchaser voluntarily
terminates the agreement without cause, the Purchaser must pay Mr. Gatch a cash
sum equal to (a) all accrued base salary through the date of termination plus
all accrued vacation pay and cash bonuses, if any, plus (b) as severance
compensation, 500,000 unrestricted shares of common stock and $250,000 cash. In
the event of a merger, consolidation, sale, or change of control, the surviving
or resulting company is required to honor the terms of the agreement with Mr.
Gatch. See Form 8-K filed on Sept. 22, 2005 for a copy of employment agreement.


2

In connection with the development of the Icodemedia Assets the Purchaser
has incurred a liability of approx. $152,000 to EAI Technologies.

On October 25, 2005, the Purchaser engaged the firm of Peterson & Co. to
serve as its independent registered public accountants for the fiscal year
ending June 30, 2006. On October 27, 2005, the Purchaser notified Jones Simkins,
P.C. that it was terminating Jones Simkins' services as the Purchaser's
independent registered public accountants.

As reported in a Form 8-K filed by the Purchaser on May 24, 2005, on May
18, 2005, the Purchaser sold 2,941,176 shares of common stock and warrants (the
"May Warrants") to purchase an aggregate of 3,000,000 shares of common stock
with exercise prices ranging from $0.25 to $1.50 per share to Bodnar Capital
Management, LLC. On October 27, 2005, the Purchaser entered into an agreement
with Bodnar Capital Management, LLC to cancel the May Warrants in exchange for
the issuance by the Purchaser of a warrant to purchase 500,000 shares of common
stock with a an exercise price of $0.01 per share exercisable for a period of
five years.

On December 28, 2005, the Purchaser entered into an agreement granting
piggy-back registration rights to Patient Safety Technologies, Inc. and Alan
Morelli with respect to an aggregate of 1,224,000 shares of Purchaser's common
stock. The Purchaser also agreed to redeem and re-issue such 1,224,000 shares of
Purchaser's common stock if the resale of such shares is not registered by June
30, 2005.

Between September 2005 and October 2005, Jay Rifkin loaned an aggregate
total principal amount of $73,000 to the Company. The Purchaser has agreed to
repay the $73,000 to Mr. Rifkin.


3

SCHEDULE 6.10
TAXES

Taxable years for which the Purchaser has provided tax returns to the Company
and Sellers:

June 30, 2002
June 30, 2003
June 30, 2004

Material Taxes:

U.S. Corporation Federal Income Tax Return
Utah Corporation Franchise or Income Tax Return

Claims for Taxes by Taxing Authorities in Jurisdictions where Purchaser does not
File Tax Returns:

None.


4

SCHEDULE 6.11
REAL PROPERTY

None.


5

SCHEDULE 6.12
TANGIBLE PERSONAL PROPERTY

None.


6

SCHEDULE 6.13
INTANGIBLE PROPERTY

Intangible property purchased and or developed that directly relates to
the acquisition of the Icodemedia Assets. In connection with the development of
the Icodemedia Assets the Purchaser has incurred a liability of approx. $152,000
to EAI Technologies.


7

SCHEDULE 6.15
EMPLOYEE BENEFITS

Effective July 20, 2005, the Board of Directors of the Purchaser approved
the Purchaser's Stock Option and Restricted Stock Plan (the "Plan"). Under the
Plan, the Purchaser can issue restricted shares of common stock, options to
purchase shares of common stock (both incentive stock options and non-incentive
stock options) and warrants to purchase shares of common stock to employees,
directors and consultants. The number of shares subject to the Plan may not
exceed 15,000,000 shares. The Plan will be administered by the Purchaser's
Compensation Committee. See Form 8-K filed on Dec. 22, 2005 for a copy of the
plan.

On September 20, 2005, the Purchaser entered into an employment agreement
with Philip Gatch documenting the terms of his employment as the Purchaser's
Chief Technology Officer. The term of the employment continues for 36 months
from September 20, 2005 and automatically renews for successive one-year terms
unless either party delivers to the other party written notice of termination at
least 30 days before the end of the then current term. Mr. Gatch's base
compensation under the agreement is $95,000 in cash per year and $45,000 in a
restricted stock grants each year. Prior to signing the employment agreement,
the Purchaser granted Mr. Gatch options entitling him to purchase 250,000 shares
of the Purchaser's common stock vesting annually over three years with a strike
price of $0.25 per share, which stock options are reflected in the employment
agreement. Mr. Gatch is also eligible to receive an annual bonus determined by
the Purchaser's chief executive officer based on the performance of the
Purchaser. In addition, Mr. Gatch was granted rights for three years to (a) veto
a chief executive officer candidate as a replacement to Milton "Todd" Ault, III,
and (b) veto a decision to sell the Purchaser or any of its core assets or
technologies related to the iCodemedia suite of websites and internet properties
and all related intellectual property in the event the Purchaser sells for less
than $50,000,000. If Mr. Gatch's employment is terminated for any reason, the
veto rights will be forfeited. The agreement also contains customary provisions
for disability, death, confidentiality, indemnification and non-competition. If
Mr. Gatch voluntarily terminates the agreement or if the Purchaser terminates
the agreement for cause, Mr. Gatch will not be entitled to any compensation for
the period between the effective termination date and the end of the employment
term and all unvested restricted stock and stock options will be forfeited. If
the Purchaser voluntarily terminates the agreement without cause, the Purchaser
must pay Mr. Gatch a cash sum equal to (a) all accrued base salary through the
date of termination plus all accrued vacation pay and cash bonuses, if any, plus
(b) as severance compensation, 500,000 unrestricted shares of common stock and
$250,000 cash. In the event of a merger, consolidation, sale, or change of
control, the surviving or resulting company is required to honor the terms of
the agreement with Mr. Gatch. See Form 8-K filed on Sept. 22, 2005 for a copy of
employment agreement


8

SCHEDULE 6.20
INSURANCE

Workman's Comp Insurance: Zurich-American Ins. Co., Policy # WC 45-76-489-01

Expires 7/1/06

Health Insurance: United Health Care, Policy # 184514, Expires 7/1/06
Dental Insurance: MetLife, Policy # 101125, Expires 7/1/06
Long Term and Short Term Disability: Paid through the State of California
Life Insurance: MetLife, Policy # 462919, Expires 7/1/06

Executive and Organization Liability Insurance: National Union Fire Ins. Co. of
Pittsburg, PA
Policy # 004941482, Expires 9/29/06

Chubb Group Insurance Companies (Expire on 12/7/06):
General Liability Policy # 35295206
Automobile Liability Policy # 73183432
Excess Liability Umbrella Policy # 79658385


9

SCHEDULE 6.23
BANKS

JPMorgan Chase Bank
Attn: Melissa Nawotniak
726 Madison Avenue
New York, New York, 10021
(212)745-1315
Checking Acct #: 904-117790
Money Market Acct #: 904-118207
Signors: William B. Horne
Lynne Silverstein

Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, NY 11201
Account: 130-46006 099
Authorized Signatory: William B. Horne
Jay Rifkin


10

COMPANY DISCLOSURE SCHEDULES

SECTION 4.3
CAPITALIZATION

None.


1

SECTION 4.4
SUBSIDIARIES

None.




2


SECTION 4.9
ABSENCE OF CERTAIN DEVELOPMENTS

None.




3


SECTION 4.10
TAXES

List of material types of taxes paid and material types of tax returns filed:

Tax Returns filed:
2002
- - US Corporation Income Tax Return - no activity - California Corporation Income
Tax Return - no activity 2003 - - US Corporation Income Tax Return - negative
taxable income - California Corporation Income Tax Return - paid $800 2004 - -
US Corporation Income Tax Return - negative taxable income - California
Corporation Income Tax Return - paid $892


4

SECTION 4.11
REAL PROPERTY

See Property Lease referred to in Section 4.14 of the Company Disclosure
Schedules.


5

SECTION 4.12
TANGIBLE PERSONAL PROPERTY

No personal property involving personal payments of at least $25,000 a year.


6

SECTION 4.13
INTANGIBLE PROPERTY

BRAND MARKS/BRAND NAMES

LICENSES:

REBEL CREW FILMS:
1. Cine Producciones Molinar S.A. de C.V., dated 10/01/2002
2. Cinematografica R.A. De C.V., dated 01/06/2003
3. Dibujos Animados Mexicanos, S.A., dated 04/06/2004
4. New Latin Image Corp., dated 01/08/2005 (1)
5. New Latin Image Corp., dated 01/08/2005 (2)
6. Productora Filmica Real S.A., dated 02/15/2005
7. Productora Filmica Real S.A. 10/12/2005
8. Ultra Films Industries, Inc., dated 12/26/2002

REBEL HOLDINGS LLC
1. Mario Moreno Ivanova, dated 02/14/2005 2. New Latin Image Corp. , dated
03/23/2005 3. Rene Cardona Chavez, dated 06/01/2005 4. Ultra Films Industries,
Inc. , dated 08/08/2005


7

SECTION 4.14
COMPANY MATERIAL CONTRACTS

PROPERTY LEASE

A Standard Industrial/Commercial lease was executed between The Welk
Group, Inc. and Rebel Crew Films, Inc on July 18, 2005. The property is located
at 4143 Glencoe Avenue, Marina Del Rey, County of Los Angeles, State of
California with zip code of 90292. The area is approximately 3,800 rentable
square feet, more or less, and includes 8 or 9 parking slots, depending on
striping. The term is 7 years and 2 months commencing August 1, 2005 and ending
Sept. 30, 2012. It will have a base rent of $5,890 per month payable on the
first day of each month commencing August 15, 2005.

DISTRIBUTION CONTRACTS

1. BCI Eclipse, dated 08/19/2003
2. VAS Entertainment/Rise Above Entertainment: Santo Infraterrestre, dated
11/15/2002 3. VAS Entertainment/Rise Above Entertainment: Santo Programs, dated
12/31/2002


8

SECTION 4.15
EMPLOYEE BENEFITS

None.


9

SECTION 4.16
LABOR

None.


10

SECTION 4.17
LITIGATION

PENDING SETTLEMENTS:

1. MARIO MORENO IVANOVA

Insufficient Chain of Title documentation for eight (8) films relating to
the contract: Mario Moreno Ivanova, dated 02/14/2005. Settlement discussions are
ongoing.

2. SHERMAN AND NATHANSON

On September 1, 2005, Sherman & Nathanson, P.C. filed a collection action
against the Company seeking to recover $4,927.00, plus interest and attorney's
fees, for legal services allegedly rendered by them for the Company. The Company
has caused the matter to be referred for resolution by binding arbitration and
intends to vigorously contest their claim. It is not possible to provide an
evaluation of the likelihood of an unfavorable outcome at this time, but if the
outcome is unfavorable, it is unlikely that the amount of the potential loss
will exceed $7,500.00.

3. SPEISER

On or about April 28, 2005, a transaction was effected pursuant to which
Elliott Speiser, the former owner of 10% of the Company's authorized, issued and
outstanding shares, sold his shares of the Company to Rebel Holdings LLC
("Holdings"). Commencing on or about November 21, 2005, Mr. Speiser has alleged
his signature was forged on the documents pursuant to which he sold his shares
of the Company to Holdings and that a fraud allegedly took place in which Mr.
Chatel participated. No suit on these claims has as yet been filed by Mr.
Speiser. The Company denies and refutes Mr. Speiser's claims and intends to
vigorously contest any suit which Mr. Speiser might file against it or its
agents, including Mr. Chatel. It is not possible to provide an evaluation of the
likelihood of an unfavorable outcome at this time, nor is it possible to provide
an estimate at this time of the amount or range of potential loss.

4. FELIPE MARINO

A demand was made to Felipe Marino on October 18, 2005 for the immediate
payment of a promissory note for the sum of $1,500 due September 15, 2005.


11

SECTION 4.19
ENVIRONMENTAL MATTERS

None.


12

SECTION 4.20
INSURANCE

LIABILITY INSURANCE:

PRODUCER:
Wheatman Insurance Services LLC
License #0C36866
6345 Balboa Blvd., Suite 285
Encino, CA 91316

INSURER: Hartford Insurance Group

Type of Insurance: Commercial General Liability
Policy Number 72SBAG8174
Effective Date: 8/01/2005 to 8/01/2006

LIMITS:
Each Occurrence = 1,000,000
Damage to Rented Premise = 300,000
Med exp (any one person) = 10,000
Personal & Adv Injury: 1,000,000
General Aggregate: 2,000,000
Products - Comp/OP/AGG : 1,000,000

OTHER TYPE OF INSURANCE: Bus. Personal Property; Business Income
Limits: $30,000/$1,000 deductible; Actual Loss Sustain - 12 months


13

SECTION 4.22
RELATED PARTY TRANSACTIONS

1) Inducement Agreement between Cesar Chatel and Rebel Crew Films with Jay
Rifkin and Rebel Holdings LLC, dated October 3, 2005.
2) Stock Purchase Agreement among Jay Rifkin, or nominee, as the Purchaser,
Rebel Crew Films, Inc., as the Company, and Cesar Chatel and Robert
Arevalo, as the Shareholders, dated November 30, 2004 (the "Stock Purchase
Agreement")
3) First Amendment to Stock Purchase Agreement dated effective January 15,
2005 (the "First Amendment to Stock Purchase Agreement")
4) Security Agreement, dated November 30, 2004, executed and delivered
pursuant to the Stock Purchase Agreement
5) Personal Guaranty of Cesar Chatel, dated November 30, 2004, executed and
delivered pursuant to the Stock Purchase Agreement
6) Revised Personal Guaranty of Cesar Chatel, dated November 30, 2004
executed and delivered pursuant to the First Amendment to Stock Purchase
Agreement
7) Personal Guaranty of Robert Arevalo, dated November 30, 2004, executed and
delivered pursuant to the Stock Purchase Agreement
8) Revised Personal Guaranty of Robert Arevalo, dated November 30, 2004,
executed and delivered pursuant to the First Amendment to Stock Purchase
Agreement
9) Sub-Distribution Agreement, dated November 30, 2004 ("the Sub-distribution
Agreement") between Rebel Crew Films, Inc. and Jay Rifkin executed and
delivered pursuant to the Stock Purchase Agreement.
10) First Amendment to Sub-Distribution Agreement, dated January__, 2005,
between Rebel Holdings LLC and Rebel Crew Films, Inc.
11) Second Amendment to Sub-Distribution Agreement, dated January__, 2005,
between Rebel Holdings LLC and Rebel Crew Films, Inc.
12) Stock Purchase Agreement, dated April 28, 2005 between Rebel Holdings LLC,
as Purchaser, and J. Scott Lowry, as Seller
13) Stock Purchase Agreement, dated April 28, 2005 between Rebel Holdings LLC,
as Purchaser, and J. Elliot R. Speiser, as Seller
14) Stock Purchase Agreement, dated May 16, 2005 between Rebel Holdings LLC,
as Purchaser, and Robert Arevalo, as Seller
15) Finder's Fee Agreement, dated May 11, 2005 between Rebel Holdings LLC, as
the Company and Robert Arevalo, as the Finder
16) Share Purchase Side-Letter signed by Cesar Chatel and Robert Arevalo,
dated April 7, 2005


14

SECTION 4.23
BANKS

Bank:

Account Name: Rebel Crew Films, Inc.
Account # 724-2253990
WELLS FARGO
13400 Washington Blvd.
Marina Del Rey, CA 90292
Tel: (310) 578 4100
Fax: (310) 578 4104


15