EXHIBIT 4.5

                            DEMAND PROMISSORY NOTE

$25,000                                                     November 8, 2006

FOR VALUE RECEIVED, Digicorp, a corporation organized under the laws of Delaware
with an address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address at
1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"), the
principal sum of Twenty Five Thousand Dollars ($25,000) in lawful money of the
United States, plus interest thereon at the rate set forth below, ON DEMAND.

1. Payments.

      Maker promises to pay interest on the principal amount of this Note
outstanding at a rate equal to the "prime rate" published in The Wall Street
Journal from time to time to the date of payment in full. Maker hereby agrees to
repay the principal amount of this Note, and the interest which shall accrue on
this Note, upon written demand therefor by the Holder. When any date on which
principal and interest are due and payable falls on a Saturday, Sunday or legal
holiday, then such payment shall be due and payable on the first business day
immediately following.

      Prepayment of all or any part of the principal due and owing on this Note
may be made on any date without any additional premium or penalty. All payments
made on this Note shall be applied first to amounts other than principal and
interest which may then be due hereunder, then to interest accrued to the date
of the payment and then to the outstanding principal amount of this Note.

      In the event any payment due hereunder is not made within five (5) days
after the due date, interest shall accrue on such unpaid amount at the rate of
fifteen percent (15%) per annum from the due date.

2. Waivers.

      No delay or failure on the part of the Holder in exercising any right,
privilege or option hereunder shall operate as a waiver thereof or of any event
of default, nor shall any single or partial exercise of any such right,
privilege or option preclude any further exercise thereof, or the exercise of
any other right, privilege or option.

      Makers waive demand, presentment for payment, notice of dishonor, protest
and notice of protest and any notice or demands of any kind are hereby expressly
waived.

3. Miscellaneous.

      (a) Makers shall be responsible for all costs and expenses, including
court costs and reasonable attorneys' fees incurred in connection with
collection of payments due under this Note.
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      (b) This Note shall be governed by and interpreted in accordance with the
laws of the State of California applicable to agreements made and to be
performed within such State. Makers (a) hereby irrevocably submit to the
jurisdiction of the state courts of the State of California and the jurisdiction
of the United States District Courts in the State of California for the purpose
of any suit, action or other proceeding arising out of or based upon this Note,
or the subject matter hereof brought by Holder and (b) hereby waive and agree
not to assert, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in
an inconvenient forum, that the venue of the suit, action or proceeding is
improper or this Note or the subject matter hereof may not be enforced in or by
such court, and (c) hereby waive in any such action, suit, or proceeding any
offsets or counterclaims. Makers hereby consent to service of process by
certified mail at their address set forth herein and agree that this submission
to jurisdiction and this consent to service of process by mail is made for the
express benefit of Holder. Final judgment against Makers in any such action,
suit or proceeding shall be conclusive, and may be enforced in other
jurisdictions (i) by suit, action or proceeding on the conclusive evidence of
the fact and of the amount of any indebtedness or liability of Makers therein
described or (ii) in any other manner provided by or pursuant to the laws of
such other jurisdiction; provided, however, that Holder may at its option bring
suit, or institute other judicial proceedings, against Makers or any of their
assets in any state or Federal court of the United States or of any country or
place where Makers or their assets may be found.

      (c) MAKERS HEREBY WAIVE THEIR RIGHTS TO A JURY TRAIL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE. The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any
court and that related to the subject matter of this Note, including without
limitation, contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims. Makers hereby acknowledge that this waiver is a
material inducement to enter into a business relationship, that Holder has
already relied on the waiver in entering into this Note and that Holder will
continue to rely on the waiver in related future dealings. This waiver shall
apply to any subsequent amendments, renewals, supplements or modifications to
this Note.

      (d) All notices, consents and other communications provided for in this
Note or otherwise required by law shall be in writing and may be given to or
made upon the respective parties at the addresses specified in the first
paragraph of this Note.

            Notices shall be effective upon the date of receipt; provided,
however, that a notice sent by certified or registered U.S. mail, with postage
prepaid, shall be presumed received no later than three (3) business days
following the date of mailing. Notices may also be given by facsimile
transmission to the FAX number specified in the first paragraph of this Note and
shall be deemed received on the date transmitted.

      (e) Time is of the essence with respect to this Note.


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      IN WITNESS WHEREOF, this Note has been executed and delivered by Maker on
the 8th day of November 2006.
                                          DIGICORP

                                          By /s/ William B. Horne
                                             ---------------------------
                                          Name: William B. Horne
                                          Title: Chief Financial Officer

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