DIGICORP
SUBSCRIPTION AGREEMENT


SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this 20th day
of April 2006 between Digicorp, a Utah corporation with offices located at 4143
Glencoe Avenue, Marina Del Rey, California 90292 (the "Company"), and the
undersigned (the "Subscriber").

WHEREAS, pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 506 promulgated thereunder, the Company
desires to sell up to 636,364 shares of the Company's common stock, $.001 par
value (the "Shares") in a private placement (the "Offering") on the terms and
conditions set forth herein;

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

I. SUBSCRIPTION FOR SHARES; REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER

1.1 Subscription for Shares. Subject to the terms and conditions
hereinafter set forth, the Subscriber hereby irrevocably subscribes for and
agrees to purchase from the Company such number of Shares, and the Company
agrees to sell to the Subscriber such number of Shares, as is set forth on the
signature page hereof for a purchase price of $1.10 per share (the "Purchase
Price"). The closing of the purchase and sale of the Shares under this Agreement
shall take place at the offices of the Company (the "Closing") at 10:00 a.m. on
January 31, 2006 or at such time and on such date as the Subscriber and the
Company may agree upon. At the Closing, the Company shall deliver or cause to be
delivered to each Subscriber: (a) a certificate registered in the name of the
Subscriber representing the number of Shares as is set forth opposite the name
of such Subscriber on the signature page hereof; and (b) a copy of this
Agreement countersigned by the Company.

1.2 Reliance on Exemptions. The Subscriber acknowledges that the
Offering has not been reviewed by the United States Securities and Exchange
Commission or any state agency because it is intended to be a nonpublic offering
exempt from the registration requirements of the Securities Act and state
securities laws. The Subscriber understands that the Company is relying in part
upon the truth and accuracy of, and the Subscriber's compliance with the
representations, warranties, agreements, acknowledgments and understandings of
the Subscriber set forth herein in order to determine the availability of such
exemption and the eligibility of the Subscriber to acquire the Shares.

1.3 Investment Purpose. The Subscriber represents that the Shares
are being purchased for its own account, for investment purposes only and not
for distribution or resale to others in contravention of the registration
requirements of the Securities Act. The Subscriber agrees that it will not sell
or otherwise transfer the Shares unless they are registered under the Securities
Act or unless an exemption from such registration is available.

1.4 Accredited Investor. The Subscriber represents and warrants that
it is an "accredited investor" as such term is defined in Rule 501 of Regulation
D promulgated under the Securities Act, and that it is able to bear the economic
risk of any investment in the Shares. The Subscriber further represents and
warrants that the information furnished by it in the accompanying accredited
investor questionnaire, which is attached hereto as Exhibit A, is accurate and
complete in all material respects.



1.5 Risk of Investment. The Subscriber recognizes that the purchase
of the Shares involves a high degree of risk in that: (a) an investment in the
Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the Shares;
(b) transferability of the Shares is limited; and (c) the Company may require
substantial additional funds to operate its business and subsequent equity
financings will dilute the ownership and voting interests of Subscriber.

1.6 Prior Investment Experience. The Subscriber acknowledges that it
has prior investment experience and that it recognizes the highly speculative
nature of this investment.

1.7 Information. The Subscriber acknowledges careful review of this
Subscription Agreement as well as the Company's filings with the Securities and
Exchange Commission, as required pursuant to the Securities Exchange Act of
1934, as amended, which are available on the Internet at www.sec.gov
(collectively, the "Offering Documents"), all of which the Subscriber
acknowledges have been provided to him. The Subscriber has been given the
opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of this Offering and the Offering Documents
and to obtain such additional information, to the extent the Company possesses
such information or can acquire it without unreasonable effort or expense,
necessary to verify the accuracy of same as the Subscriber reasonably desires in
order to evaluate the investment. The Subscriber understands the Offering
Documents, and the Subscriber has had the opportunity to discuss any questions
regarding any of the Offering Documents with its counsel or other advisors.
Notwithstanding the foregoing, the only information upon which the Subscriber
has relied is that set forth in the Offering Documents. The Subscriber has
received no representations or warranties from the Company, its employees,
agents or attorneys in making this investment decision other than as set forth
in the Offering Documents. The Subscriber does not desire to receive any further
information.

1.8 No Representations. The Subscriber hereby represents that,
except as expressly set forth in the Offering Documents, no representations or
warranties have been made to the Subscriber by the Company or any agent,
employee or affiliate of the Company, and in entering into this transaction the
Subscriber is not relying on any information other than that contained in the
Offering Documents and the results of independent investigation by the
Subscriber.

1.9 Tax Consequences. The Subscriber acknowledges that the Offering
may involve tax consequences and that the contents of the Offering Documents do
not contain tax advice or information. The Subscriber acknowledges that it must
retain its own professional advisors to evaluate the tax and other consequences
of an investment in the Shares.

1.10 Transfer or Resale. The Subscriber understands and hereby
acknowledges that the Company is under no obligation to register the Shares
under the Securities Act except as contained herein. The Subscriber consents
that the Company may, if it desires, permit the transfer of the Shares out of
the Subscriber's name only when the Subscriber's request for transfer is
accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the
Securities Act or any applicable state "blue sky" laws.


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1.11 Legends. The Subscriber understands that the certificates
representing the Shares, until such time as they have been registered under the
Securities Act, shall bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such
certificates or other instruments):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN
OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.

The legend set forth above shall be removed and the Company shall
issue a certificate without such legend to the holder of the Shares upon which
it is stamped, if (a) such Shares are being sold pursuant to a registration
statement under the Securities Act, (b) such holder delivers to the Company an
opinion of counsel, in a reasonably acceptable form, to the Company that a
disposition of the Shares is being made pursuant to an exemption from such
registration, or (c) such holder provides the Company with reasonable assurance
that a disposition of the Shares may be made pursuant to the Rule 144(k) under
the Securities Act without any restriction as to the number of Shares acquired
as of a particular date that can then be immediately sold.

1.12 No General Solicitation. The Subscriber represents that it was
not induced to invest by any form of general solicitation or general advertising
including, but not limited to, the following: (a) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media or broadcast over the news or radio; and (b) any seminar or meeting whose
attendees were invited by any general solicitation or advertising.

1.13 Validity; Enforcement. If the Subscriber is a corporation,
partnership, trust or other entity, the Subscriber represents and warrants that:
(a) it is authorized and otherwise duly qualified to purchase and hold the
Shares; and (b) that this Subscription Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal, binding and
enforceable obligation of the Subscriber. If the Subscriber is an individual,
the Subscriber represents and warrants that this Subscription Agreement has been
duly and validly executed and delivered and constitutes the legal, binding and
enforceable obligation of the Subscriber.


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1.14 Address. The Subscriber hereby represents that the address of
the Subscriber furnished by the Subscriber at the end of this Subscription
Agreement is the Subscriber's principal residence if the Subscriber is an
individual or its principal business address if it is a corporation or other
entity.

1.15 Foreign Subscriber. If the Subscriber is not a United States
person, such Subscriber hereby represents that it has satisfied itself as to the
full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Shares or any use of this Subscription
Agreement, including: (a) the legal requirements within its jurisdiction for the
purchase of the Shares; (b) any foreign exchange restrictions applicable to such
purchase; (c) any governmental or other consents that may need to be obtained;
and (d) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the Shares. Such
Subscriber's subscription and payment for, and its continued beneficial
ownership of the Shares, will not violate any applicable securities or other
laws of the Subscriber's jurisdiction.

II. REPRESENTATIONS BY THE COMPANY

The Company represents and warrants to the Subscriber:

2.1 Organization. The Company is duly organized and validly existing
in good standing under the laws of the jurisdiction of its organization. The
Company has full power and authority to own, operate and occupy its properties
and to conduct its business as presently conducted, and is registered or
qualified to do business and in good standing in each jurisdiction in which the
nature of the business conducted by it or the location of the properties owned
or leased by it requires such qualification and where the failure to be so
qualified would have a material adverse effect upon the Company's financial
condition (a "Material Adverse Effect"), and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke,
limit or curtail, such power and authority or qualification.

2.2 Due Authorization and Valid Issuance. The Company has all
requisite power and authority to execute, deliver and perform its obligations
under the Offering Documents, and when executed and delivered by the Company
will constitute legal, valid and binding agreements of the Company enforceable
against the Company in accordance with their terms, except as rights to
indemnity and contribution may be limited by state or federal securities laws or
the public policy underlying such laws, and except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally, and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

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2.3 Noncontravention. The execution and delivery of the Offering
Documents, the issuance and sale of the Shares under the Offering Documents, the
fulfillment of the terms of the Offering Documents, and the consummation of the
transactions contemplated thereby will not conflict with or constitute a
violation of, or default (with the passage of time or otherwise) under (a) any
material bond, debenture, note or other evidence of indebtedness, lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which the Company is a party or by which it or
any of its properties are bound, (b) the charter, bylaws or other organizational
documents of the Company or any subsidiary, (c) any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration
panel or authority applicable to the Company or its properties, except for any
such conflicts, violations or defaults that are not reasonably likely to have a
Material Adverse Effect, or (d) result in the creation or imposition of any
lien, encumbrance, claim, security interest or restriction whatsoever upon any
of the material properties or assets of the Company or an acceleration of
indebtedness pursuant to any obligation, agreement or condition contained in any
material bond, debenture, note or any other evidence of indebtedness, indenture,
mortgage, deed of trust or any other agreement or instrument to which the
Company is a party or by which it is bound or to which any of the material
property or assets of the Company is subject. No consent, approval,
authorization or other order of, or registration, qualification or filing with,
any regulatory body, administrative agency, or other governmental body in the
United States or any other person is required for the execution and delivery of
the Offering Documents and the valid issuance and sale of the Shares to be sold
pursuant to the Offering Documents, other than such as have been made or
obtained, and except for any post-closing securities filings or notifications
required to be made under federal or state securities laws.

2.4 No Violation. The Company is not (a) in violation of its
charter, bylaws or other organizational document; (b) in violation of any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company, which
violation, individually or in the aggregate, would be reasonably likely to have
a Material Adverse Effect; or (c) in default (and there exists no condition
that, with the passage of time or otherwise, would constitute a default) in any
material respect in the performance of a material agreement or instrument to
which the Company is a party or by which the Company is bound or by which the
properties of the Company are bound, that would be reasonably likely to have a
Material Adverse Effect. The business of the Company is not being conducted, and
shall not be conducted so long as the investors own any of the Shares, in
violation of any law, ordinance, rule, regulation, order, judgment or decree of
any governmental entity, court or arbitration tribunal, except for possible
violations the sanctions for which either singly or in the aggregate would not
have a Material Adverse Effect.

2.5 Capitalization. The authorized capital stock of the Company
consists of 50,000,000 shares of common stock, $.001 par value. Before giving
effect to the transactions contemplated by this Subscription Agreement,
36,721,113 shares of the Company's common stock are issued and outstanding,
15,000,000 shares are reserved for issuance pursuant to the Company's stock
option and purchase plans and 1,050,000 shares are reserved for issuance
pursuant to securities exercisable or exchangeable for, or convertible into,
shares of the Company's common stock. The Shares to be sold pursuant to the
Offering Documents have been duly authorized, and when issued and paid for in
accordance with the terms of this Subscription Agreement will be duly and
validly issued, fully paid and nonassessable. The outstanding shares of capital
stock of the Company have been duly and validly issued and are fully paid and
nonassessable, have been issued in compliance with all federal and state
securities laws, and were not issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. The Company does not
have any so-called stockholder rights plan or "poison pill" and there are no
"shark-repellant" charter or bylaw provisions or so-called "state antitakeover"
statutes applicable, in any case, to all or any portion of the transactions
contemplated by the Offering Documents, including, without limitation, issuance
of the Shares.

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2.6 Legal Proceedings. Except as otherwise disclosed in the
Company's filings with the Securities and Exchange Commission, there is no
action, suit, proceeding, or to the knowledge of the Company, inquiry or
investigation before or by any court, public board, governmental agency or
authority, or self-regulatory organization or body pending or, to the knowledge
of the Company, threatened against or affecting the Company or any of its
directors or officers in their capacities as such, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or would
adversely affect the Offering or that would adversely affect the validity or
enforceability of, or the authority or ability of the Company to consummate the
Offering.

2.7 Internal Accounting Controls. The Company and each of its
subsidiaries maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures for the Company and
designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its subsidiaries, is made known
to the certifying officers by others within those entities. The Company's
certifying officers evaluated the effectiveness of the Company's controls and
procedures as required by the rules of the Securities and Exchange Commission.

2.8 Governmental Permits, etc. The Company has all necessary
franchises, licenses, certificates and other authorizations from any foreign,
federal, state or local government or governmental agency, department, or body
that are currently necessary for the operation of the business of the Company as
currently conducted, except where the failure to currently possess could not
reasonably be expected to have a Material Adverse Effect.

2.9 Intellectual Property. (a) The Company owns or possesses
sufficient rights to use all material patents, patent rights, trademarks,
copyrights, licenses, inventions, trade secrets, trade names and know-how
(collectively, "Intellectual Property") as owned or possessed by it, or that are
necessary for the conduct of its business as now conducted or as proposed to be
conducted, except where the failure to currently own or possess would not have a
Material Adverse Effect, (b) the Company has not received any notice of, or has
any knowledge of, any asserted infringement by the Company of, any rights of a
third party with respect to any Intellectual Property that, individually or in
the aggregate, would have a Material Adverse Effect, and (c) the Company has not
received any notice of, or has no knowledge of, infringement by a third party
with respect to any Intellectual Property rights of the Company that,
individually or in the aggregate, would have a Material Adverse Effect.


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2.10 Financial Statements. The financial statements of the Company
included in the Company's filings with the Securities and Exchange Commission
have been prepared in accordance with U.S. generally accepted accounting
principles, consistently applied, during the periods involved (except as may be
otherwise indicated in such financial statements or the notes thereto, or in the
case of unaudited interim statements, to the extent they do not include
footnotes or are condensed or summary statements) and fairly present in all
material respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal, immaterial year-end audit adjustments).
Except as set forth in the financial statements of the Company included in the
Company's filings with the Securities and Exchange Commission, the Company has
no liabilities, contingent or otherwise, other than (i) liabilities incurred
subsequent to the date of such financial statements in the ordinary course of
business consistent with past practice and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under
U.S. generally accepted accounting principles to be reflected in such financial
statements, in each case that, individually or in the aggregate, are not
material to the financial condition, business, operations, properties, operating
results or prospects of the Company and its subsidiaries taken on a whole.

2.11 Disclosure. None of the representations and warranties of the
Company appearing in the Offering Documents, when considered together as a
whole, contains, or on any closing date will contain, any untrue statement of a
material fact or omits, or on any closing date will omit to state any material
fact required to be stated herein or therein in order for the statements herein
or therein, in light of the circumstances under which they were made, not to be
misleading.

III. REGISTRATION RIGHTS

The Company agrees that if, at any time, and from time to time,
after the date hereof the Board of Directors of the Company (the "Board") shall
authorize the filing of a registration statement under the Securities Act (other
than a registration statement on Form S-8, Form S-4 or any other form that does
not include substantially the same information as would be required in a form
for the general registration of securities) in connection with the proposed
offer of any of its securities by it or any of its stockholders, the Company
shall: (A) promptly notify the Subscriber that such registration statement will
be filed and that the Shares then held by the Subscriber will be included in
such registration statement; (B) cause such registration statement to cover all
of such Shares issued to the Subscriber; (C) use best efforts to cause such
registration statement to become effective as soon as practicable; and (D) take
all other reasonable action necessary under any federal or state law or
regulation of any governmental authority to permit all such Shares that have
been issued to such holder to be sold or otherwise disposed of, and will
maintain such compliance with each such federal and state law and regulation of
any governmental authority for the period necessary for such holder to promptly
effect the proposed sale or other disposition. Notwithstanding any other
provision of this Article III, the Company may at any time, abandon or delay any
registration commenced by the Company. In the event of such an abandonment by
the Company, the Company shall not be required to continue registration of the
Shares and the Holder shall retain the right to request inclusion of shares as
set forth above.

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IV. MISCELLANEOUS

4.1 Notice. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Subscription Agreement
must be in writing and will be deemed to have been delivered: (a) upon receipt,
when delivered personally, (b) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party), or (c) one (1) business day after deposit
with an overnight courier service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications
shall be:

If to the Company:

Digicorp
4143 Glencoe Avenue
Marina Del Rey, California 90292
Attn: Chief Executive Officer
Facsimile: (310) 499-4334

With a copy to (which shall not constitute notice):

Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Attn: Marc J. Ross, Esq.
Facsimile: (212) 930-9725

If to the Subscriber, to its address and facsimile number set forth
at the end of this Subscription Agreement, or to such other address and/or
facsimile number and/or to the attention of such other person as specified by
written notice given to the Company five (5) days prior to the effectiveness of
such change. Written confirmation of receipt (a) given by the recipient of such
notice, consent, waiver or other communication, (b) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission, or (c) provided by an overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from an
overnight courier service in accordance with clause (a), (b) or (c) above,
respectively.

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4.2 Entire Agreement; Amendment. This Subscription Agreement
supersedes all other prior oral or written agreements between the Subscriber,
the Company, their affiliates and persons acting on their behalf with respect to
the matters discussed herein, and this Subscription Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Subscriber
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Subscription Agreement may be amended or waived
other than by an instrument in writing signed by the Company and the Subscriber.

4.3 Severability. If any provision of this Subscription Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Subscription Agreement in that jurisdiction or the validity or
enforceability of any provision of this Subscription Agreement in any other
jurisdiction.

4.4 Governing Law; Jurisdiction; Waiver of Jury Trial. All questions
concerning the construction, validity, enforcement and interpretation of this
Subscription Agreement shall be governed by the internal laws of the State of
California, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of California or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of California. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in Los
Angeles County, California for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Subscription Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereby irrevocably waives any right it may have,
and agrees not to request, a jury trial for the adjudication of any dispute
hereunder or in connection with or arising out of this Subscription Agreement or
any transaction contemplated hereby.

4.5 Headings. The headings of this Subscription Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Subscription Agreement.

4.6 Successors And Assigns. This Subscription Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Subscription Agreement
or any rights or obligations hereunder without the prior written consent of the
Subscriber, except by merger or consolidation. The Subscriber shall not assign
its rights hereunder without the consent of the Company, which consent shall not
be unreasonably withheld.

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4.7 No Third Party Beneficiaries. This Subscription Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.

4.8 Survival. The representations and warranties of the Company and
the Subscriber contained in Articles I and II and the agreements set forth this
Article IV shall survive closing for a period of two years.

4.9 Further Assurances. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Subscription Agreement and the consummation of
the transactions contemplated hereby.

4.10 No Strict Construction. The language used in this Subscription
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

4.11 Legal Representation. The Subscriber acknowledges that: (a) it
has read this Subscription Agreement and the exhibits hereto; (b) it understands
that the Company has been represented in the preparation, negotiation, and
execution of this Subscription Agreement by Sichenzia Ross Friedman Ference LLP,
counsel to the Company; and (c) it understands the terms and consequences of
this Subscription Agreement and is fully aware of its legal and binding effect.

4.12 Counterparts. This Subscription Agreement may be executed in
two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

[Signature page follows.]


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


No. of Shares: 50,000 Shares
MLPF&S Custodian, FBO William B. Horne, IRA Purchase Price: $55,000
- ------------------------------------------- -------------
Name of Subscriber


- --------------------------------------
Signature


- --------------------------------------
Name (If Subscriber is an entity, trust or other
organization) (Please Print)


- --------------------------------------
Title (If Subscriber is an entity, trust or other
organization) (Please Print)

1215 4th Avenue
Seattle ,WA 98161
Attn: John Chavez
Address of Subscriber

13-3180817
Taxpayer Identification Number of Subscriber


Subscription Accepted:


DIGICORP


By:
---------------------------
Name: Jay Rifkin
Title: Chief Executive Officer



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