THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID
SECURITIES ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE
CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT
REGISTRATION IS NOT REQUIRED UNDER SAID SECURITIES ACT OR UNLESS SOLD
PURSUANT TO RULE 144 OR REGULATION S UNDER SAID SECURITIES ACT.

SECURED CONVERTIBLE NOTE

Santa Monica, California

December 29, 2005 $556,306.53

FOR VALUE RECEIVED, DIGICORP, a Utah corporation (hereinafter
called the "Borrower"), hereby promises to pay to the order of REBEL CREW
HOLDINGS, LLC or its registered assigns (the "Holder") the sum of Five Hundred
Fifty-Six Thousand Three Hundred Six Dollars and Fifty-Three Cents
($556,306.53), on December 29, 2010 (the "Maturity Date"), plus simple interest
on the unpaid principal balance hereof at the rate of four and one half percent
(4.5%). The issue date of this secured convertible note (the "Note") is December
29, 2005. All payments due hereunder (to the extent not converted into common
stock, $.001 par value per share, of the Borrower (the "Common Stock") in
accordance with the terms hereof) shall be made in lawful money of the United
States of America or, at the option of the Borrower, in whole or in part, in
shares of Common Stock valued at the then applicable Conversion Price (as
defined herein). All payments shall be made at such address as the Holder shall
hereafter give to the Borrower by written notice made in accordance with the
provisions of this Note. Whenever any amount expressed to be due by the terms of
this Note is due on any day which is not a business day, the same shall instead
be due on the next succeeding day which is a business day. As used in this Note,
the term "business day" shall mean any day other than a Saturday, Sunday or a
day on which commercial banks in the city of New York, New York are authorized
or required by law or executive order to remain closed. Each capitalized term
used herein, and not otherwise defined, shall have the meaning ascribed thereto
in that certain Securities Purchase Agreement, dated December 29, 2005, pursuant
to which this Note was originally issued (the "Purchase Agreement").

This Note is free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights or
other similar rights of shareholders of the Borrower and will not impose
personal liability upon the holder thereof. The obligations of the Borrower
under this Note shall be secured by that certain Security Agreement, dated
December 29, 2005, by and between the Borrower and the Holder (the "Security
Agreement").


The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to
time, and at any time on or prior to the Maturity Date in respect of the
remaining outstanding principal amount of this Note to convert all or any part
of the outstanding and unpaid principal amount of this Note into fully paid and
non-assessable shares of Common Stock, as such Common Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Borrower into
which such Common Stock shall hereafter be changed or reclassified at the
conversion price of $1.112614 per share (the "Conversion Price"). The number of
shares of Common Stock to be issued upon each conversion (a "Conversion") of
this Note shall be determined by dividing the principal amount of this Note or
portion thereof as indicated in the notice of conversion, in the form attached
hereto as Exhibit A (the "Notice of Conversion"), by the applicable Conversion
Price then in effect on the date specified in the Notice of conversion delivered
to the Borrower by the Holder in accordance with Section 1.3 below; provided
that the Notice of Conversion is submitted by facsimile (or by other means
resulting in, or reasonably expected to result in, notice) to the Borrower
before 5:00 p.m., New York, New York time on such conversion date (the
"Conversion Date").

1.2 Authorized Shares. The Borrower covenants that during the period
the conversion right exists, the Borrower will reserve from its authorized and
unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion of
this Note. The Borrower represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable. In addition, if the Borrower
shall issue any securities or make any change to its capital structure which
would change the number of shares of Common Stock into which the Note shall be
convertible at the then current Conversion Price, the Borrower shall at the same
time make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved, free from preemptive rights,
for conversion of the outstanding Note. The Borrower agrees that its issuance of
this Note shall constitute full authority to its officers and agents who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock in accordance with the terms
and conditions of this Note.

1.3 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note
may be converted by the Holder in whole or in part at any time from time to time
after the Issue Date, by: (i) submitting to the Borrower a Notice of Conversion
(by facsimile or other reasonable means of communication dispatched on the
Conversion Date prior to 5:00 p.m., New York, New York time); and (ii) subject
to Section 1.3(b), surrendering this Note at the principal office of the
Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding
anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Borrower unless the entire unpaid principal amount of
this Note is so converted. The Holder and the Borrower shall maintain records
showing the principal amount so converted and the dates of such conversions or
shall use such other method, reasonably satisfactory to the Holder and the
Borrower, so as not to require physical surrender of this Note upon each such
conversion. In the event of any dispute or discrepancy, such records of the
Borrower shall be controlling and determinative in the absence of manifest
error. Notwithstanding the foregoing, if any portion of this Note is converted
as aforesaid, the Holder may not transfer this Note unless the Holder first
physically surrenders this Note to the Borrower, whereupon the Borrower will
forthwith issue and deliver upon the order of the Holder a new Note of like
tenor, registered as the Holder (upon payment by the Holder of any applicable
transfer taxes) may request, representing in the aggregate the remaining unpaid
principal amount of this Note. The Holder and any assignee, by acceptance of
this Note, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Note, the unpaid and
unconverted principal amount of this Note represented by this Note may be less
than the amount stated on the face hereof.

2

(c) Delivery of Common Stock Upon Conversion. Upon receipt by
the Borrower from the Holder of a facsimile transmission (or other reasonable
means of communication) of a Notice of Conversion meeting the requirements for
conversion as provided in this Section 1.3, the Borrower shall issue and deliver
or cause to be issued and delivered to or upon the order of the Holder
certificates for the Common Stock issuable upon such conversion within three (3)
business days after such receipt (and, solely in the case of conversion of the
entire unpaid principal amount hereof, surrender of this Note) (such third
business day being hereinafter referred to as the "Deadline") in accordance with
the terms hereof and the Purchase Agreement (including, without limitation, in
accordance with the requirements of Section 3(w) of the Purchase Agreement that
certificates for shares of Common Stock issued on or after the effective date of
the Registration Statement upon conversion of this Note shall not bear any
restrictive legend).

(d) Obligation of Borrower to Deliver Common Stock. Upon
receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such conversion, the
outstanding principal amount and the amount of accrued and unpaid interest on
this Note shall be reduced to reflect such conversion, and, unless the Borrower
defaults on its obligations under this Article I, all rights with respect to the
portion of this Note being so converted shall forthwith terminate except the
right to receive the Common Stock or other securities, cash or other assets, as
herein provided, on such conversion. If the Holder shall have given a Notice of
Conversion as provided herein, the Borrower's obligation to issue and deliver
the certificates for Common Stock shall be absolute and unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any
waiver or consent with respect to any provision thereof, the recovery of any
judgment against any person or any action to enforce the same, any failure or
delay in the enforcement of any other obligation of the Borrower to the holder
of record, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Borrower,
and irrespective of any other circumstance which might otherwise limit such
obligation of the Borrower to the Holder in connection with such conversion. The
Conversion Date specified in the Notice of Conversion shall be the Conversion
Date so long as the Notice of Conversion is received by the Borrower before 5:00
p.m., New York, New York time, on such date.

3

(e) Delivery of Common Stock by Electronic Transfer. In lieu
of delivering physical certificates representing the Common Stock issuable upon
conversion, provided the Borrower's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST")
program, upon request of the Holder and its compliance with the provisions
contained in Section 1.1 and in this Section 1.3, the Borrower shall use its
best efforts to cause its transfer agent to electronically transmit the Common
Stock issuable upon conversion to the Holder by crediting the account of
Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission
("DWAC") system.

1.4 Concerning the Shares. The shares of Common Stock issuable upon
conversion of this Note may not be sold or transferred unless: (a) such shares
are sold pursuant to an effective registration statement under the Securities
Act; (b) the Borrower or its transfer agent shall have been furnished with an
opinion of counsel (which opinion shall be in form, substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the shares to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; or (c) such shares are sold or transferred
pursuant to Rule 144 under the Securities Act (or a successor rule) ("Rule
144"). Except as otherwise provided in the Purchase Agreement (and subject to
the removal provisions set forth below), until such time as the shares of Common
Stock issuable upon conversion of this Note have been registered under the
Securities Act as contemplated by the Registration Rights Agreement or otherwise
may be sold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold, each
certificate for shares of Common Stock issuable upon conversion of this Note
that has not been so included in an effective registration statement or that has
not been sold pursuant to an effective registration statement or an exemption
that permits removal of the legend, shall bear a legend substantially in the
following form, as appropriate:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID SECURITIES ACT, OR
AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR
OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID SECURITIES ACT UNLESS SOLD PURSUANT TO RULE 144
OR REGULATION S UNDER SAID SECURITIES ACT."

The legend set forth above shall be removed and the Borrower shall
issue to the Holder a new certificate therefor free of any transfer legend if:
(a) the Borrower or its transfer agent shall have received an opinion of
counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or transfer of such
Common Stock may be made without registration under the Securities Act and the
shares are so sold or transferred; or (b) in the case of the Common Stock
issuable upon conversion of this Note, such security is registered for sale by
the Holder under an effective registration statement filed under the Securities
Act or otherwise may be sold pursuant to Rule 144. Nothing in this Note shall
limit the Borrower's obligation under Section 4(c) of the Purchase Agreement or
affect in any way the Holder's obligations to comply with applicable prospectus
delivery requirements upon the resale of the securities referred to herein.

4

1.5 Effect of Certain Events.

(a) Adjustment Due to Merger, Consolidation, Etc. If, at any
time when this Note is issued and outstanding and prior to conversion of the
Note, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock of the Borrower shall be changed into the same or a
different number of shares of another class or classes of stock or securities of
the Borrower or another entity, or in case of any sale or conveyance of all or
substantially all of the assets of the Borrower other than in connection with a
plan of complete liquidation of the Borrower, then the Holder of this Note shall
thereafter have the right to receive upon conversion of this Note, upon the
basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock immediately theretofore issuable upon conversion, such
stock, securities or assets which the Holder would have been entitled to receive
in such transaction had this Note been converted in full immediately prior to
such transaction (without regard to any limitations on conversion set forth
herein), and in any such case appropriate provisions shall be made with respect
to the rights and interests of the Holder of this Note to the end that the
provisions hereof (including, without limitation, provisions for adjustment of
the Conversion Price and of the number of shares issuable upon conversion of the
Note) shall thereafter be applicable, as nearly as may be practicable in
relation to any securities or assets thereafter deliverable upon the conversion
hereof.

(b) Adjustment Due to Distribution. If the Borrower shall
declare or make any distribution of its assets (or rights to acquire its assets)
to holders of Common Stock as a dividend, stock repurchase, by way of return of
capital or otherwise (including any dividend or distribution to the Borrower's
shareholders in cash or shares (or rights to acquire shares) of capital stock of
a subsidiary (i.e., a spin-off)) (a "Distribution"), then the Holder of this
Note shall be entitled, upon any conversion of this Note after the date of
record for determining shareholders entitled to such Distribution, to receive
the amount of such assets which would have been payable to the Holder with
respect to the shares of Common Stock issuable upon such conversion had such
Holder been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution.

(c) Notice of Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price as a result of the events
described in this Section 1.5, the Borrower, at its expense, shall promptly
compute such adjustment or readjustment and prepare and furnish to the Holder of
a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based. The
Borrower shall, upon the written request at any time of the Holder, furnish to
such Holder a like certificate setting forth: (i) such adjustment or
readjustment; (ii) the Conversion Price at the time in effect; nd (iii) the
number of shares of Common Stock and the amount, if any, of other securities or
property which at the time would be received upon conversion of the Note.

5

1.6 Status as Shareholder. Upon submission of a Notice of Conversion
by a Holder, provided that the Notice of Conversion is submitted by facsimile
(or by other means resulting in, or reasonably expected to result in, notice) to
the Borrower before 5:00 p.m., New York, New York time: (a) the shares covered
thereby shall be deemed converted into shares of Common Stock and; (b) the
Holder's rights as a Holder of such converted portion of this Note shall cease
and terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at
law or in equity to such Holder because of a failure by the Borrower to comply
with the terms of this Note.

ARTICLE II. CERTAIN COVENANTS

2.1 Compliance with Laws. So long as the Borrower shall have any
obligation under this Note, the Borrower shall comply, in all material respects
with all applicable laws, rules, regulations and orders, except to the extent
that noncompliance would not have a material adverse effect upon the business,
operations or financial condition of the Borrower, taken as a whole.

2.2 Preservation of Existence. So long as the Borrower shall have
any obligation under this Note, the Borrower shall maintain and preserve, and
cause each subsidiary, if any, to maintain and preserve, its existence, and
become or remain duly qualified and in good standing in each jurisdiction in
which the failure to be so qualified would have a material adverse effect on the
business, operations or financial condition of the Borrower, taken as a whole.

2.3 Maintenance of Properties. So long as the Borrower shall have
any obligation under this Note, the Borrower shall maintain and preserve, all of
its properties which are necessary in the proper conduct of its business in good
working order and condition, ordinary wear and tear excepted, and comply, at all
times with the provisions of all leases to which it is a party as lessee or
under which it occupies property, so as to prevent any forfeiture or material
loss thereof or thereunder.

2.4 Maintenance of Insurance. So long as the Borrower shall have any
obligation under this Note, the Borrower shall maintain, with responsible and
reputable insurers, insurance with respect to its properties and business, in
such amounts and covering such risks, as is carried generally in accordance with
sound business practice by companies in similar businesses in the same
localities in which the Borrower is situated.

2.5 Keeping of Records and Books of Account. So long as the Borrower
shall have any obligation under this Note, the Borrower shall keep adequate
records and books of account, with complete entries made in accordance with
generally accepted accounting principles, reflecting all of its financial and
other business transactions.

2.6 Compliance with the Securities Exchange Act of 1934. So long as
the Borrower shall have any obligation under this Note, the Borrower shall
comply in all respects with the requirements of the Securities Exchange Act of
1934, as amended, including the filing of all reports due thereunder.

2.7 Reservation of Common Stock. So long as the Borrower shall have
any obligation under this Note, the Borrower shall have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to
provide for the conversion of this Note in full in accordance with Section 1.2
of this Note.

6

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an "Event of
Default") shall occur:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay
the principal hereof or interest thereon when due on this Note;

3.2 Conversion and the Shares. The Borrower fails to issue shares of
Common Stock to the Holder (or announces or threatens that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder in accordance with the terms of this Note, fails to transfer or cause its
transfer agent to transfer (electronically or in certificated form) any
certificate for shares of Common Stock issued to the Holder upon conversion of
or otherwise pursuant to this Note as and when required by this Note, or fails
to remove any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any shares of Common Stock issued to
the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note or Section 4(c) of the Purchase Agreement and any such
failure shall continue uncured for thirty (30) days after the Borrower shall
have been notified thereof in writing by the Holder;

3.3 Breach of Covenants. The Borrower breaches any material covenant
or other material term or condition contained in 1.2 or Article II of this Note,
or Section 4(c) of the Purchase Agreement and such breach continues for a period
of thirty (30) days after written notice thereof to the Borrower from the
Holder;

3.4 Breach of Representations and Warranties. Any representation or
warranty of the Borrower made herein or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith
(including, without limitation, the Purchase Agreement and the Security
Agreement), shall be false or misleading in any material respect when made and
the breach of which has (or with the passage of time will have) a material
adverse effect on the rights of the Holder with respect to this Note, the
Purchase Agreement or the Security Agreement;

3.5 Receiver or Trustee. The Borrower or any subsidiary of the
Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial
part of its property or business, or such a receiver or trustee shall otherwise
be appointed;

3.6 Bankruptcy.

(a) Commencement by the Borrower of a voluntary case under the
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction; or

7

(b) Commencement of a proceeding or case in respect of the
Borrower, in any court of competent jurisdiction, seeking: (i) the liquidation,
reorganization, moratorium, dissolution, winding up, or composition or
readjustment of its debts; (ii) 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 the Borrower; or
(iii) similar relief in respect of the Borrower under any law providing for the
relief of debtors, and such proceeding or case described in clause (i), (ii), or
(iii) shall continue undismissed, or unstayed and in effect, for a period of
thirty (30) days; or

3.7 Delisting of Common Stock. If the Borrower shall fail to
maintain the listing of the Common Stock on at least one of the OTCBB or an
equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap
Market, the New York Stock Exchange, or the American Stock Exchange; then, upon
the occurrence and during the continuation of any Event of Default specified in
Section 3.1, 3.2, 3.3, 3.4, or 3.7 which is not cured within thirty (30) days
after receipt by the Borrower of written notice that such an Event of Default
has occurred, at the option of the Holder exercisable through the delivery of
written notice to the Borrower by such Holder (the "Default Notice"), and upon
the occurrence of an Event of Default specified in Section 3.5 or 3.6, the Note
shall become immediately due and payable and all other amounts payable hereunder
shall immediately become due and payable, all without demand, presentment or
notice (only upon the occurrence of an Event of Default specified in Section 3.5
or 3.6), all of which hereby are expressly waived, together with all costs,
including, without limitation, legal fees and expenses, of collection, and the
Holder shall be entitled to exercise all other rights and remedies available at
law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the
part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privileges. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

4.2 Notices. Any notice herein required or permitted to be given
shall be in writing and may be personally served or delivered by courier or sent
by United States mail and shall be deemed to have been given upon receipt if
personally served (which shall include telephone line facsimile transmission) or
sent by courier or three (3) days after being deposited in the United States
mail, certified, with postage pre-paid and properly addressed, if sent by mail.
For the purposes hereof, the address of the Holder shall be as shown on the
records of the Borrower; and the address of the Borrower shall be 100 Wilshire
Boulevard, Suite 1750, Santa Monica, California 90401, facsimile number: (310)
752-1486. Both the Holder and the Borrower may change the address for service by
delivery of written notice to the other as herein provided.

4.3 Amendments. This Note and any provision hereof may only be
amended by an instrument in writing signed by the Borrower and the Holder. The
term "Note" and all reference thereto, as used throughout this instrument, shall
mean this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.

8

4.4 Assignability. This Note shall be binding upon the Borrower and
its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Each transferee of this Note must be an "accredited
investor" (as defined in Rule 501(a) of the Securities Act).

4.5 Governing Law. THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN LOS
ANGELES COUNTY, CALIFORNIA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS
AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

4.6 Denominations. At the request of the Holder, upon surrender of
this Note, the Borrower shall promptly issue new Notes in the aggregate
outstanding principal amount hereof, in the form hereof, in such denominations
as the Holder shall reasonably request.

4.7 Purchase Agreement. By its acceptance of this Note, the Holder
agrees to be bound by the applicable terms of the Purchase Agreement.

4.8 Notice of Corporate Events. Except as otherwise provided below,
the Holder of this Note shall have no rights as a Holder of Common Stock unless
and only to the extent that it converts this Note into Common Stock. The
Borrower shall provide the Holder with prior notification of any meeting of the
Borrower's shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of
its shareholders for the purpose of determining shareholders who are entitled to
receive payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire (including by way of merger, consolidation,
reclassification or recapitalization) any share of any class or any other
securities or property, or to receive any other right, or for the purpose of
determining shareholders who are entitled to vote in connection with any
proposed sale, lease or conveyance of all or substantially all of the assets of
the Borrower or any proposed liquidation, dissolution or winding up of the
Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20)
days prior to the record date specified therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on which any such record is to be taken for the purpose of such dividend,
distribution, right or other event, and a brief statement regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time.

9

4.9 Remedies. The Borrower acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the
Borrower acknowledges that the remedy at law for a breach of its obligations
under this Note will be inadequate and agrees, in the event of a breach or
threatened breach by the Borrower of the provisions of this Note, that the
Holder shall be entitled, in addition to all other available remedies at law or
in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Note and to
enforce specifically the terms and provisions thereof, without the necessity of
showing economic loss and without any bond or other security being required.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


10

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in
its name by its duly authorized officer this 29th day of December 2005.


DIGICORP


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


11

EXHIBIT A

NOTICE OF CONVERSION
(To be Executed by the Registered Holder
in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $__________
principal amount of the Note (defined below) into shares of common stock, par
value $.001 per share ("Common Stock"), of Digicorp, a Utah corporation (the
"Borrower") according to the conditions of the Secured Convertible Note of the
Borrower dated as of December __, 2005 (the "Note"), as of the date written
below. If securities are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any. A copy of the
Note is attached hereto (or evidence of loss, theft or destruction thereof).

The Borrower shall electronically transmit the Common Stock issuable
pursuant to this Notice of Conversion to the account of the undersigned or its
nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC
Transfer").

Name of DTC Prime Broker:
----------------------------------------------
Account Number:
--------------------------------------------------------

In lieu of receiving shares of Common Stock issuable pursuant to
this Notice of Conversion by way of a DWAC Transfer, the undersigned hereby
requests that the Borrower issue a certificate or certificates for the number of
shares of Common Stock set forth below (which numbers are based on the Holder's
calculation attached hereto) in the name(s) specified immediately below or, if
additional space is necessary, on an attachment hereto:

Name:
------------------------------------------------------------------
Address:
---------------------------------------------------------------

The undersigned represents and warrants that all offers and sales by
the undersigned of the securities issuable to the undersigned upon conversion of
the Notes shall be made pursuant to registration of the securities under the
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
exemption from registration under the Securities Act. The undersigned further
represents that it is an "accredited investor" as such term is defined in Rule
501(a) of Regulation D, promulgated pursuant to the Securities Act.

Date of Conversion:
-------------------------------------------
Applicable Conversion Price:
----------------------------------
Number of Shares of Common Stock to be Issued Pursuant to
Conversion of the Note:
------------------------------
Signature:
----------------------------------------------------
Name:
---------------------------------------------------------
Address:
---------------------------------------------


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