EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE  AGREEMENT (this  "Agreement") is made as of April 24,
2006,  by  and  between  Digicorp,  a  Utah  corporation   ("Buyer"),   and  EAI
Technologies, Inc., a Virginia corporation ("Seller").

                             W I T N E S S E T H:

      WHEREAS,   Seller  has  developed  an  application   for  Buyer  known  as
ITunesBucks  ("ITunesBucks"),  which  is a  marketing  application  that  allows
customers to accumulate points that can be used to purchase merchandise;

      WHEREAS, Buyer has outstanding invoices totaling $152,000 (the "Invoices")
which Buyer owes Seller as consideration for developing ITunesBucks; and

      WHEREAS,  Buyer  desires to purchase  and Seller  desires to sell to Buyer
ITunesBucks and its associated assets in exchange for (a) the issuance to Seller
of 138,182  shares of Buyer's  common stock,  $.001 par value per share ("Common
Stock"), and (b) the waiver by Seller of the outstanding  Invoices,  pursuant to
the terms set forth herein.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

SECTION 1. PURCHASE AND SALE OF ASSETS.

      1.1   Sale of Assets. Seller agrees to sell, assign,  transfer and deliver
to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title
and interest in and to ITunesBucks  and its associated  assets and properties of
every  kind  all as  described  in  Exhibit  A  attached  hereto  as well as all
Intellectual  Property  and all ideas of Seller  of every  kind and  description
related to ITunesBucks,  tangible and intangible,  real,  personal or mixed, and
wherever located, including, without limitation, the following:

            (a)   Intellectual  Property.  All of Seller's Intellectual Property
relating to ITunesBucks;

            (b)   Goodwill. All of the goodwill of Seller in, and the going
concern value of, ITunesBucks,  and all of the ideas and Intellectual  Property,
proprietary  information,  marketing  materials  and trade  secrets  related  to
ITunesBucks; and

            (c)   Records.  All of Seller's  files and records,  and other files
and records  relating to ITunesBucks  and all files and records  relating to all
Intellectual Property and all ideas of Seller in connection with ITunesBucks.


<PAGE>


      The assets, properties, ideas, Intellectual Property, goodwill and records
of Seller  being  sold to and  purchased  by Buyer  under this  Section  1.1 are
referred to herein collectively as the "Assets."

      1.2   Excluded  Liabilities.  It is expressly  understood that Buyer shall
not assume,  pay or be liable for any  liability or  obligation of Seller of any
kind or nature at any time existing or asserted,  whether known, unknown, fixed,
contingent or otherwise,  not specifically  assumed herein by Buyer,  including,
without  limitation,  any liability or obligation relating to, resulting from or
arising out of any fact existing or event occurring prior to, or relating to the
Assets prior to the date hereof.

      1.3   Purchase Price; Payment. In consideration of the sale by Seller to
Buyer of the Assets,  and subject to  satisfaction  of the conditions  contained
herein, Buyer shall issue to Seller 138,182 shares of Common Stock of Buyer (the
"Purchase Price").

      1.4   Closing Date. Subject to satisfaction of the conditions contained
herein,  the  closing of the sale and  purchase  of the Assets  provided  for in
Section 1.1 hereof (the "Closing")  shall take place at the offices of Sichenzia
Ross Friedman Ference LLP located at 1065 Avenue of the Americas,  New York, New
York 10018 (or at such other place as the parties may  designate) on the date of
this Agreement, or on such other date as Seller and Buyer may agree. The date on
which the Closing shall be held is referred to in this Agreement as the "Closing
Date."

      1.5   Further Assurances. Seller shall, from time to time after the
consummation of the transactions  contemplated  herein,  at the request of Buyer
and without further  consideration,  execute and deliver further  instruments of
transfer  and  assignment  and take such  other  action as Buyer may  reasonably
require to more  effectively  transfer  and  assign  to, and vest in,  Buyer the
Assets free and clear of all Liens (defined below).

      1.6   Sales and Transfer Taxes. All sales, transfer, use, recordation,
documentary, stamp, excise taxes, personal property taxes, fees and duties under
applicable law incurred in connection  with this  Agreement or the  transactions
contemplated hereby will be borne and paid by Buyer.

      1.7   Transfer of Subject Assets. Seller shall deliver or cause to be
delivered to Buyer good and sufficient  instruments of transfer  transferring to
Buyer title to all of the Assets,  together  with all  required  consents.  Such
instruments of transfer (a) shall contain  appropriate  warranties and covenants
which are usual and customary  for  transferring  the type of property  involved
under the laws of the jurisdictions  applicable to such transfers,  (b) shall be
in form and  substance  reasonably  satisfactory  to Buyer and its counsel,  (c)
shall  effectively  vest in Buyer good and marketable title to all of the Assets
free and clear of all Liens, and (d) where  applicable,  shall be accompanied by
evidence of the  discharge  of all Liens  against the Assets.  Buyer  agrees and
acknowledges  that the form of instrument of transfer attached hereto as Exhibit
B is acceptable.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER. In order to induce Buyer to
enter into this  Agreement,  Seller hereby  represents  and warrants to Buyer as
follows:

      2.1   Required Action.  All actions and proceedings  necessary to be taken
by or on the part of Seller in connection with the transactions  contemplated by
this  Agreement  have been duly and validly  taken,  and this Agreement and each
other  agreement,  document and instrument to be executed and delivered by or on
behalf  of  Seller   pursuant  to,  or  as   contemplated   by,  this  Agreement
(collectively,  the "Seller  Documents")  has been duly and validly  authorized,
executed  and  delivered  by Seller and no other action on the part of Seller is
required in connection therewith.  Seller has full right,  authority,  power and
capacity to execute and deliver this  Agreement  and each other Seller  Document
and to  carry  out  the  transactions  contemplated  hereby  and  thereby.  This
Agreement  and each other  Seller  Document  constitutes,  or when  executed and
delivered will constitute,  the legal,  valid and binding  obligation of Seller,
enforceable in accordance with its respective terms.


                                       2
<PAGE>


      2.2   No Conflicts. The execution, delivery and performance by Seller of
this  Agreement  and  each  other  Seller  Document  does  not and  will not (a)
constitute  a  violation  of,  or  conflict  with or result  in any  breach  of,
acceleration  of any obligation  under,  right of termination  under, or default
under, any agreement or instrument to which Seller is a party or by which Seller
or the Assets is bound, (b) violate any judgment,  decree,  order, statute, rule
or  regulation  applicable  to Seller or the Assets,  or (c)  require  Seller to
obtain any  approval,  consent or waiver  of, or to make any  filing  with,  any
person or entity (governmental or otherwise) that has not been obtained or made.

      2.3   Title.  Seller  has good and  marketable  title to all of the Assets
free and clear of all mortgages,  pledges,  security interests,  charges, liens,
restrictions and encumbrances of any kind  (collectively,  "Liens")  whatsoever.
Upon  the  sale,  assignment,  transfer  and  delivery  of the  Assets  to Buyer
hereunder  and under the Seller  Documents,  there will be vested in Buyer good,
marketable and  indefeasible  title to the Assets,  free and clear of all Liens.
The Assets  include all of the assets and  properties (a) held for use by Seller
in  connection  with Assets and (b) necessary for Buyer to use the Assets in the
manner for which the Assets were  developed.  All of the tangible  Assets are in
good repair, have been well maintained and are in good operating  condition,  do
not require any material  modifications  or repairs,  and comply in all material
respects with applicable  laws,  ordinances and  regulations,  ordinary wear and
tear excepted.

      2.4   No  Litigation.  Seller is not now involved in nor, to the knowledge
of Seller,  is Seller  threatened  to be involved in any  litigation or legal or
other  proceedings  related to or affecting the Assets or which would prevent or
hinder the consummation of the transactions contemplated by this Agreement.

      2.5   Brokers.  Seller  has not  retained  any  broker  or finder or other
person  who would  have any  valid  claim  against  any of the  parties  to this
Agreement for a commission or brokerage fee in connection with this Agreement or
the transactions contemplated hereby.

      2.6   Intellectual Property

            (a)   For  purposes  hereof,   the  term   "Intellectual   Property"
includes:  (i) all drawings,  marketing plans,  potential  business  concepts or
similar documents;  (ii) all patents,  patent  applications,  patent rights, and
inventions  and  discoveries  and  invention  disclosures  related to the Assets
(whether or not patented);  (iii) Seller's rights to the name  "ITunesBucks" and
all trade names,  trade dress,  logos,  packaging design,  slogans,  any and all
Internet domain names used or useful in connection with the Assets or related to
them, registered and unregistered  trademarks and service marks and applications
related to the Assets;  (iv) all  copyrights in both  published and  unpublished
works related to the Assets,  including,  without limitation,  all compilations,
databases  and  computer   programs,   and  all  copyright   registrations   and
applications, and all derivatives, translations, adaptations and combinations of
the  above;  (v)  all  know-how,  trade  secrets,  confidential  or  proprietary
information,  customer lists, research in progress,  algorithms,  data, designs,
processes,  formulae,  drawings,  schematics,  blueprints,  flow charts, models,
prototypes, techniques, Beta testing procedures and Beta testing results related
to the Assets; and (vi) all goodwill,  franchises,  licenses, permits, consents,
approvals, technical information,  telephone numbers, and claims of infringement
against third parties related to the Assets,  as well as any idea related to the
Assets.


                                       3
<PAGE>


            (b)   Seller has exclusive ownership of, and has good, valid and
marketable  title to, all of the  Intellectual  Property,  free and clear of any
Liens, and has the right to use all of the Intellectual Property without payment
to any third party.

      2.7   Accreditation. Seller is an "accredited investor" within the meaning
of Rule 501(a) of Regulation D promulgated  under the Securities Act of 1933, as
amended (the "Securities  Act").  Seller  understands that the Purchase Price is
being offered to him in reliance upon specific  exemptions from the registration
requirements  of United States federal and state  securities laws and that Buyer
is relying upon the truth and accuracy of, and  Seller's  compliance  with,  the
representations,  warranties, agreements,  acknowledgments and understandings of
Seller  set  forth  herein  in  order  to  determine  the  availability  of such
exemptions and the eligibility of Seller to receive the Purchase Price.

      2.8   Investment Experience; Suitability. Seller is familiar with the type
of risks inherent in the  acquisition of securities such as the shares of Common
Stock of Buyer and  Seller's  financial  position  is such that he can afford to
retain the Purchase Price for an indefinite period of time without realizing any
direct or indirect cash return on his investment.

      2.9   Investment  Purpose.  Seller  represents  that the  shares of Common
Stock  comprising the Purchase Price are being issued to it 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. Seller
agrees that it will not sell or  otherwise  transfer  the shares of Common Stock
comprising  the  Purchase  Price  unless  such shares are  registered  under the
Securities Act or unless an exemption from such registration is available.

      2.10  Information. Seller and its advisors, if any, have been furnished
with all materials  relating to the business,  finances and  operations of Buyer
and  materials  relating  to the  offer and sale of the  shares of Common  Stock
comprising  the  Purchase  Price  which  have  been  requested  by Seller or its
advisors. Seller and its advisors, if any, have been afforded the opportunity to
ask  questions  of the  Buyer.  Notwithstanding  the  foregoing,  Buyer  has not
disclosed to Seller any  material  nonpublic  information  and will not disclose
such information  unless such information is disclosed to the public prior to or
promptly  following  such  disclosure to Seller.  Neither such inquiries nor any
other due diligence  investigation conducted by Seller or any of its advisors or
representatives  shall modify, amend or affect Seller's right to rely on Buyer's
representations and warranties  contained in Section 3 below. Seller understands
that its investment in the shares of Common Stock  comprising the Purchase Price
involves a significant degree of risk.


                                       4
<PAGE>


      2.11  Disclosure. The representations, warranties and statements contained
in this Agreement and in the certificates,  exhibits and schedules  delivered by
Seller to Buyer pursuant to this  Agreement do not contain any untrue  statement
of a material fact,  and, when taken  together,  do not omit to state a material
fact  required  to be  stated  therein  or  necessary  in  order  to  make  such
representations,  warranties  or  statements  not  misleading  in  light  of the
circumstances  under  which they were made.  There are no facts  known to Seller
which presently or may in the future have a material  adverse affect  (financial
or otherwise) on the Assets which have not been specifically disclosed herein or
in a  schedule  furnished  herewith,  other  than  general  economic  conditions
affecting the Assets generally.

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement to
Seller  entering into this  Agreement,  Buyer hereby  represents and warrants to
Seller as follows:

      3.1   Organization. Buyer is duly organized, validly existing and in good
standing  under the laws of the State of Utah,  with  full  corporate  power and
authority  to own or lease its  properties  and to conduct  its  business in the
manner  and in the  places  where  such  properties  are owned or leased or such
business is  currently  conducted or proposed to be  conducted.  Buyer is not in
violation of any term of its articles of incorporation or bylaws.

      3.2   Required Action.  All actions and proceedings  necessary to be taken
by or on the part of Buyer in connection with the  transactions  contemplated by
this  Agreement  have been duly and validly  taken,  and this Agreement and each
other  agreement,  document and instrument to be executed and delivered by or on
behalf of Buyer pursuant to, or as  contemplated  by, this Agreement (the "Buyer
Documents")  has been duly and validly  authorized,  executed  and  delivered by
Buyer  and no  other  action  on the part of Buyer  is  required  in  connection
therewith.  Buyer has full right,  authority,  power and capacity to execute and
deliver this  Agreement  and Buyer  Document  and to carry out the  transactions
contemplated  hereby  and  thereby.  This  Agreement  and  each  Buyer  Document
constitutes,  or when executed and delivered will constitute,  the legal,  valid
and binding  obligation of Buyer,  enforceable in accordance with its respective
terms.

      3.3   No Conflicts.  The execution,  delivery and  performance by Buyer of
this  Agreement and each Buyer  Document does not and will not (a)  constitute a
violation of, or conflict with or result in any breach of,  acceleration  of any
obligation under, right of termination under, or default under, any agreement or
instrument  to which  Buyer is a party or by which it is bound,  (b) violate any
judgment, decree, order, statute, rule or regulation applicable to Buyer, or (c)
require  Buyer to obtain  any  approval,  consent  or waiver  of, or to make any
filing with, any person or entity  (governmental or otherwise) that has not been
obtained or made.

      3.4   Brokers. Buyer has not retained any broker or finder or other person
who would have any valid claim against any of the parties to this  Agreement for
a  commission  or  brokerage  fee  in  connection  with  this  Agreement  or the
transactions contemplated hereby.


                                       5
<PAGE>


      3.5   Disclosure. The representations, warranties and statements contained
in this Agreement and in the certificates,  exhibits and schedules  delivered by
Buyer to Seller  pursuant to this Agreement do not contain any untrue  statement
of a material fact,  and, when taken  together,  do not omit to state a material
fact  required  to be  stated  therein  or  necessary  in  order  to  make  such
representations,  warranties  or  statements  not  misleading  in  light  of the
circumstances under which they were made.

SECTION 4. WAIVER OF INVOICES AND RELEASE. Upon completing the purchase and sale
of the Assets  contemplated  by Section 1,  effective on the Closing Date Seller
hereby  waives  all  outstanding  sums owed to it by Buyer as  reflected  in the
Invoices.  In connection with such waiver and in  consideration  of the Purchase
Price, and other good and valuable  consideration,  received from Buyer,  Seller
hereby releases and discharges Buyer,  Buyer's officers,  directors,  employees,
agents,  representatives,  successors  and assigns from all  actions,  causes of
action, suits, debts, dues, sums of money, accounts,  reckonings,  bonds, bills,
specialities,   covenants,  contracts,   controversies,   agreements,  promises,
damages, judgments,  executions, claims and demands whatsoever,  arising from or
related to the Assets and the  outstanding  sums  reflected in the Invoices,  in
law, admiralty,  or equity, which against Buyer, Seller, Seller's successors and
assigns ever had, now have or hereafter can, shall or may have.

SECTION 5. POST-CLOSING  COVENANTS;  SURVIVAL. All representations,  warranties,
covenants,  agreements and indemnities  contained in this  Agreement,  or in any
schedule,  exhibit,  certificate,  agreement,  document or  statement  delivered
pursuant hereto,  are material,  shall be deemed to have been relied upon by the
parties and, shall survive the  consummation  of the  transactions  contemplated
herein for a period of two (2) years regardless of any  investigation  conducted
by or knowledge of any party hereto.

SECTION 6.  INDEMNIFICATION.  Seller and Buyer  (respectively  an  "Indemnifying
Party") each hereby agrees to indemnify  and hold harmless the other party,  its
affiliates, directors, officers, employees, agents, successors and assigns (each
an "Indemnified  Party",  as applicable),  against and in respect of all losses,
liabilities,  obligations,  damages, deficiencies,  actions, suits, proceedings,
demands,  assessments,  orders,  judgments,  costs and expenses  (including  the
reasonable fees, disbursements and expenses of attorneys and consultants) of any
kind or nature  whatsoever,  but net of the proceeds from any insurance policies
or other  third  party  reimbursement  for such loss,  to the extent  sustained,
suffered or incurred by or made  against any  Indemnified  Party,  to the extent
based  upon,  arising  out of or in  connection  with:  (a)  any  breach  of any
representation  or warranty made by the Indemnifying  Party in this Agreement or
in any schedule, exhibit,  certificate,  agreement or other instrument delivered
pursuant to this Agreement;  (b) any breach of any covenant or agreement made by
the  Indemnifying  Party  in  this  Agreement  or  in  any  schedule,   exhibit,
certificate, agreement or other instrument delivered pursuant to this Agreement;
and (c) in the case where Seller is the  Indemnifying  Party,  any claim made by
any person or entity which relates to the Assets which arises in connection with
or on the basis of events,  acts,  omissions,  conditions  or any other state of
facts occurring on or existing on or before the Closing Date.


                                       6
<PAGE>


SECTION 7.  NOTICES.  Any  notices,  consents,  waivers or other  communications
required or permitted to be given under the terms of this  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 Buyer:      DIGICORP
            -----------       Attn: Chief Executive Officer
                              4143 Glencoe Avenue
                              Marina Del Rey, CA 90292
                              Facsimile: (310) 651-9629

            If to Seller:     EAI Technologies, Inc.
            ------------      Attn: Chief Executive Officer
                              8500 Leesburg Pike, Suite 202
                              Vienna, VA 22182
                              Facsimile: (703) 790-9710

      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  other
respective  party  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.

SECTION 8. MISCELLANEOUS.

      8.1   Assignability;   Binding   Effect.   This  Agreement  shall  not  be
assignable  by either  party  except with the written  consent of other party to
this  Agreement.  This  Agreement  shall be binding  upon and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.

      8.2   Headings.  The subject  headings used in this Agreement are included
for  purposes  of  convenience  only and shall not  affect the  construction  or
interpretation of any of its provisions.

      8.3   Amendments; Waivers. This Agreement may not be amended or modified,
nor may  compliance  with any  condition or covenant set forth herein be waived,
except by a writing  duly and  validly  executed  by Buyer and Seller or, in the
case of a waiver,  the  party  waiving  compliance.  No delay on the part of any
party in exercising any right,  power or privilege  hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any such right,
power or privilege,  or any single or partial exercise of any such right,  power
or privilege, preclude any further exercise thereof or the exercise of any other
such right, power or privilege.


                                       7
<PAGE>


      8.4   Bulk Sales Law. Buyer hereby waives compliance by Seller of any
applicable bulk sales law and Seller agrees to make full and timely payment when
due of all  amounts  owed by such  Seller  to its  creditors.  Seller  agrees to
indemnify and hold Buyer harmless from, and reimburse Buyer for any loss,  cost,
expense,  and  liability  or  damage  (including  reasonable  counsel  fees  and
disbursements  and  expenses)  which  Buyer may suffer or incur by virtue of the
non-compliance by Seller with such laws.

      8.5   Entire Agreement. This Agreement, together with the exhibits hereto,
constitutes the entire agreement between the parties with respect to the subject
matter hereof and  supersedes  and cancels any and all prior or  contemporaneous
arrangements, understandings and agreements between them relating to the subject
matter hereof.

      8.6   Severability. In the event that any provision or any portion of any
provision of this Agreement shall be held to be void or unenforceable,  then the
remaining  provisions  of this  Agreement  (and  the  remaining  portion  of any
provision held to be void or  unenforceable in part only) shall continue in full
force and effect.

      8.7   Governing  Law.  This  Agreement and the  transactions  contemplated
hereby shall be governed and  construed by and enforced in  accordance  with the
laws of the State of California without regard to conflict of laws principles.

      8.8   Counterparts. This Agreement may be executed in two or more
counterparts,  each of which shall be deemed an original  and all of which shall
constitute the same instrument.

      8.9   Expenses. Each party shall pay its own expenses incident to the
negotiation,  preparation and performance of this Agreement and the transactions
contemplated  hereby,  including  all  fees  and  expenses  of its  counsel  and
accountants  for all  activities  of such  counsel  and  accountants  undertaken
pursuant to this Agreement,  whether or not the transactions contemplated hereby
are consummated.

      8.10  Remedies. It is specifically understood and agreed that certain
breaches  of this  Agreement  will result in  irreparable  injury to the parties
hereto,  that the  remedies  available  to the  parties  at law alone will be an
inadequate  remedy for such breach,  and that, in addition to any other legal or
equitable remedies which the parties may have, a party may enforce its rights by
an action for specific  performance and the parties  expressly waive the defense
that a remedy in damages will be adequate.

      8.11  Dispute Resolution. Except as provided below, the parties agree to
submit  disputes  between them  relating to this  Agreement  and its  formation,
breach,  performance,  interpretation and application to arbitration as follows.
Each party will provide  written notice to the other party of any dispute within
one year of the date when the dispute  first arises or occurs.  If a party fails
to provide such notice, recovery on the dispute will be barred. Arbitration will
be  conducted  in Los Angeles  County,  California  pursuant to the Rules of the
American  Arbitration  Association  ("AAA"), as modified herein. The arbitration
shall be conducted by one (1) arbitrator  chosen in accordance with the rules of
the AAA.  Unless the arbitrator  finds that  exceptional  circumstances  require
otherwise,  the arbitrator  will grant the prevailing  party in arbitration  its
costs of arbitration  and reasonable  attorneys' fees as part of the arbitration
award.  Neither  party will be required  to  arbitrate  any dispute  relating to
actual or threatened  violation of Intellectual  Property  rights.  Either party
will be entitled to receive in any court of competent  jurisdiction  injunctive,
preliminary or other equitable relief,  in addition to damages,  including court
costs and fees of  attorneys  and other  professionals,  to remedy any actual or
threatened  violation  of its rights with  respect to which  arbitration  is not
required hereunder.


                                       8
<PAGE>


      8.12  Third Party Rights. Except as regards to the indemnification rights
and obligations  herein, this Agreement is for the benefit of the parties hereto
and is not entered into for the benefit of, and shall not be construed to confer
any benefit upon, any other party or entity.

                  [Remainder of page intentionally left blank]




                                       9
<PAGE>


      IN  WITNESS  WHEREOF,  Seller and Buyer have  caused  this Asset  Purchase
Agreement to be executed as of the date first above written.


                                                BUYER:

                                                DIGICORP


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

                                                SELLER:

                                                EAI TECHNOLOGIES, INC.


                                         By:    /s/ Velan Thillairajah
                                         ------------------------------------
                                         Name:  Velan Thillairajah
                                         Title: Chief Executive Officer


                                       10
<PAGE>


                                    EXHIBIT A
                                     ASSETS


DOCUMENTATION
      ITunesBucks - portal application representation via:
      - Screen Templates
      - Use Cases
      - Entry page mock ups

SYSTEM COMPONENTS
ITunesBucks  portal  application  as  covered by
      - End user  HTML/JSP  pages and associated  software  components
      - Mid tier processing (login,  data collection, email  routing)
      - Backend  database  (all  associated  tables and  fields)
      - All associated source code from the CVS repository

The application has gone through  several  iterations.  The above shall refer to
the product in its current form without any further enhancements.


                                       11