Aegis Equity LLC
1012  Prospect St. ,  Suite 300
La  Jolla, CA  92037


November 11, 2005

Re: Consulting Agreement

Dear Messrs. Horne and Ault,

This letter  presents the terms of the consulting  agreement  (the  "Agreement")
between Digicorp (OTCBB: DGCO.OB) (the "Client"),  having a place of business at
100  Wilshire  Blvd.,  Suite 1750,  Santa  Monica,  CA and Aegis Equity LLC (the
"Company"),  having a place of  business  at 1012  Prospect  St.,  Suite 300, La
Jolla, CA, as follows:

1. Term. Work under this Agreement  commenced on or about Sept. 1, 2005 and will
continue  indefinitely until this Agreement is terminated in accordance with the
provisions of the Termination section (Section 5) of this Agreement.

2. Services. The Company and its affiliates (collectively,  "Affiliates") hereby
agree to provide certain  advisory and consulting  services  ("Services") to the
Client,  including  but not  limited to the  following:  M&A  advisory  services
related to a proposed  acquisition  by the Client of Rebel Crew Films,  Inc. and
certain loans receivable of Rebel Crew Holdings LLC,  including  performance and
coordination of due diligence,  advice on integration,  legal affairs,  and four
months of  communications  advisory  services from the date of execution of this
Agreement.  The Company,  its  Affiliates and its  Representatives  shall at all
times inform the Client of its activities in connection with  performance of the
Services  and all such  activities  shall be  expressly  approved  by the Client
before the Company,  its Affiliates or its  Representatives may begin to conduct
such activities. In connection with the foregoing Services, the Company will:

      (a)  Consult  with and assist the Client in  developing  and  implementing
appropriate  plans and means for presenting  the Client and its business  plans,
strategy and personnel to the financial community, establishing an image for the
Client in the financial  community,  and creating the  foundation for subsequent
financial public relations efforts;

      (b) Introduce the Client to the financial  community,  including,  but not
limited  to,  retail  brokers,  buy side and sell side  institutional  managers,
portfolio managers, analysts, and financial public relations professionals;

      (c) With the cooperation of the Client,  maintain an awareness  during the
term of this Agreement of the Client's  plans,  strategy and personnel,  as they
may  evolve   during  such  period,   and  consult  and  assist  the  Client  in
communicating   appropriate  information  regarding  such  plans,  strategy  and
personnel to the financial community;

      (d) Assist and consult with the Client with  respect to its (i)  relations
with  stockholders,  (ii)  relations with brokers,  dealers,  analysts and other
investment professionals, and (iii) financial public relations generally;



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      (e) Perform the functions generally assigned to stockholder  relations and
public relations departments in major corporations, including: (i) responding to
telephone  and  written  inquiries  (which may be referred to the Company by the
Client);  (ii)  preparing  press  releases  for the  Client  with  the  Client's
involvement   and   approval   of  such  press   releases,   reports  and  other
communications with or to shareholders, the investment community and the general
public;  (iii)  consulting with respect to the timing,  form,  distribution  and
other matters related to such releases, reports and communications; and (iv), at
the Client's request and subject to the Client's  securing its own rights to the
use of its  names,  marks,  and logos,  consulting  with  respect  to  corporate
symbols,  logos,  names, the presentation of such symbols,  logos and names, and
other matters relating to corporate image;

      (f) Upon and with the Client's direction and written approval, disseminate
information  regarding  the  Client to  shareholders,  brokers,  dealers,  other
investment community professionals and the general investing public;

      (g) Upon and with the Client's direction,  conduct meetings,  in person or
by telephone, with brokers, dealers, analysts and other investment professionals
to communicate with them regarding the Client's plans, goals and activities, and
assist the Client in preparing for press  conferences and other forums involving
the media, investment professionals and the general investment public;

      (h) At the Client's request,  review business plans,  strategies,  mission
statements  budgets,  proposed  transactions  and other plans for the purpose of
advising the Client of the public relations implications thereof; and

      (i) Otherwise perform as the Client's  consultant for public relations and
relations with financial professionals.

3. Fees.

      (a) Client will pay Company an advisory  fee (the "Fee") for the  Services
in the amount of 530,000  restricted shares of the Client's common stock,  $.001
par value per share ("Common Stock"), cash from the sale of 100,000 free trading
(unrestricted)  shares of Client's Common Stock as distributed pro-rata from the
sale of the entire stock position of Client held by Patient Safety Technologies,
Inc. (4,016,027  shares),  and warrants entitling the Company or its designee(s)
to purchase  300,000 shares of the Client's  Common Stock with an exercise price
of $0.65 per share. The above restricted shares of Common Stock shall have piggy
back  registration  rights and shall be delivered in certificate  form within 15
business  days of the  execution  of this  agreement.  As per section (d) below,
should  the  Company  receive  notification  from the Client  that the  proposed
acquisition  will not take  place,  the  Company  agrees  to  return  all  stock
compensation within 15 business days of such notification.

      (b) In connection with the Fee, the Company hereby  represents that it and
each  person who is issued  securities  as payment of the Fee is an  "accredited
investor"  as such  term  is  defined  in  Rule  501(a)  promulgated  under  the
Securities  Act of 1933,  as amended  (the  "Securities  Act").  The Company for
itself,  and on behalf of each person who is issued securities as payment of the
Fee, further hereby  represents that it is acquiring such securities 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.



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      (c) To the extent that costs are incurred by the Company in performing the
Services,  and whereas the Company  intends to submit  these costs to the Client
for reimbursement, they shall be preapproved by an officer of the Client.

      (d)  Notwithstanding  anything  in this  Agreement  to the  contrary,  the
Company  shall not be  entitled  to any part of the Fee if the  Client  does not
complete the proposed  acquisition  of Rebel Crew Films,  Inc. and certain loans
receivable of Rebel Crew Holdings LLC.

4. Additional Consultancy Fees.

      (a) The  parties  agree  that if,  during the Term of this  Agreement  and
during the 12 months following the expiration of the Term of this Agreement, any
of the following  transactions are consummated  following  introductions made by
the Company: debt or equity financing,  merger and/or acquisition,  or strategic
or  business  partnership,  then  Client  agrees to pay a mutually  agreed  upon
consultancy  fee to the Company,  which shall be negotiated in good faith by the
parties and paid to the Company no later than 30 days following the consummation
of any such transaction.  Such introductions shall include introductions made by
the  Company to Client of all broker  dealers  and  intermediaries  not having a
preexisting  relationship with Client as of the date of this Agreement,  and all
affiliates of such broker dealers and intermediaries.

      (b) The parties expressly acknowledge that the Company is not a registered
broker/dealer  and the Company is not being retained to offer, sell or place any
securities of Client.  While the Company and its principals  have  relationships
and contacts with various financing sources, the Company's  participation in the
actual offer,  placement or sale of the Company's securities shall be limited to
that of an advisor to the Company and as a "finder" of suitable  candidates  for
financing,  acquisitions or mergers,  and the Company does not normally  provide
such services. The Company will only be introducing the Client to such potential
financing  sources  or  merger  and  acquisition  candidates  and  will  not  be
responsible  for the structuring of any  transaction.  Client  acknowledges  and
agrees that the solicitation and consummation of any offer, placement or sale of
Client's  securities  shall be handled  by Client or by one or more NASD  member
firms  engaged  by Client for such  purpose.  The  Company  is not  vested  with
authority,  and  shall  not be  required,  to  participate  in any  negotiations
relating to the placement or sale of securities.  No fees or other  remuneration
paid pursuant  hereto shall relate to  commissions  for the placement or sale of
securities,  and the fees due hereunder  are not  contingent on the placement or
sale of securities.  Client  acknowledges and agrees that all compensation to be
paid to the Company hereunder shall be in consideration for bona fide consulting
services.  Any obligation to pay a consultancy  fee hereunder  shall survive the
merging, acquisition, or other change in the form of entity of the Client and to
the extent it remains unfulfilled Client expressly agrees to assign and transfer
such obligation to any successor to the Client.

5. Termination.  This Agreement shall terminate  immediately upon the occurrence
of the earliest of:

      (a) The passage of a period of 120 days from the date of execution of this
Agreement;

      (b) The parties enter into a mutual written agreement to such termination;
or

      (c) Any  breach  by  either  party  of any  provision  of this  Agreement,
including without limitation any failure by either party to observe and to fully
and  faithfully  perform  each  and  all of its  duties,  responsibilities,  and
obligations  pursuant to this  Agreement,  provided that the  terminating  party
provides the party to be terminated  with written notice of such breach and that
such breach is not cured within 10 business days following such notice.



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6. Confidentiality.  The Company acknowledges and agrees that the Client will be
providing  the  Company,  its  directors,   executive  officers,  employees  and
Affiliates  (collectively,  "Representatives")  certain data, documents,  salary
structure, plans, personnel needs, business, practices, and other information of
Client and its corporate affiliates, which are either confidential,  proprietary
or otherwise  not available to the public  ("Information").  The Company and its
Representatives hereby agree to: (a) keep the Information confidential,  (b) not
disseminate the Information to any third party,  and (c) not use the Information
other  than  as  expressly   contemplated  by  this   Agreement.   All  physical
manifestations  of the Information will be returned promptly and all derivations
and copies of the Information will be physically and/or electronically destroyed
immediately upon termination of this Agreement  pursuant to paragraphs 4(a), (b)
or (c).

7. Warranties. The Company and its Representatives agree to complete all work in
a professional manner in conformance with industry standards.  In the event that
the Client is dissatisfied with any Services the Company and its Representatives
have provided,  the Company and its  Representatives  agree to use  commercially
reasonable means to reperform the Services in question,  if requested in writing
by the Client.  In the event that  reperformance  of the Services in question is
impossible  and/or  impractical in the judgment of the board of directors of the
Client,  the  parties  shall  agree to work  together in good faith to devise an
equitable solution.  If such an equitable solution is not reached within 30 days
after  written  notice is  provided  by Client of its  dissatisfaction  with the
Services  in  question,  then the parties  may seek to enforce  their  rights or
remedies  through any legally  available  means and to the extent  permitted  by
applicable law.

8. Indemnification.  The Client agrees to indemnify, defend and hold the Company
and its  Representatives  harmless  from any causes of legal action or resulting
damages that may occur in connection with a breach by the Client of the terms of
this Agreement. The Company agrees to indemnify,  defend and hold the Client and
its directors,  executive  officers,  employees and affiliates harmless from any
causes of legal action or resulting  damages that may occur in connection with a
breach by the Company of the terms of this Agreement.

9. Client Representations and Warranties.  Client represents and warrants to the
Company  that (a) to the best of Client  officers'  knowledge  and  belief,  any
information furnished or to be furnished to the Company for use in the provision
of the  Company's  advisory  services,  will contain no untrue  statement of any
material  fact  nor  omit to  state  any  material  fact  necessary  to make the
information  furnished  not  misleading,   except  to  the  extent  subsequently
corrected  prior to the date of use of such  information  with third parties and
(b) that if the  circumstances  or facts  relating to  information  or documents
furnished to the Company change at any time subsequent to the furnishing of such
document or information to the Company and prior to the date of the consummation
of any transaction,  Client will inform the Company promptly of such changes and
forthwith  deliver to the Company  documents or information  necessary to ensure
the  continued  accuracy  and  completeness  of all  information  and  documents
previously furnished.

10. Company  Representations  and Warranties.  The Company  represents to Client
that during the term of this  Agreement that (a) neither it nor its employees or
agents,  if any, will make any untrue  statement of material  fact,  and (b) all
actions  taken by it and its  employees  and  agents  on behalf  of  Client,  in
connection with any advisory services,  will be conducted in compliance with all
applicable state and federal laws.



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11. Other provisions.

      (a)  Non-Assignment.  Neither  the  Client nor the  Company  may assign or
transfer this Agreement or any rights or obligations hereunder without the prior
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld.

      (b) Use of Logo.  Neither  party to this  Agreement  shall  use the  other
party's  marks,  codes,  drawings or  specifications  without the prior  written
permission of the other party.

      (c)  Public  Announcements.  All  press  releases  pertaining  to  and  in
connection with the underlying transactions  contemplated by this Agreement will
name  the  Company  as  an  advisor  to  the  Client  in  connection  with  such
transactions and will be subject to the Client and Company's joint approval.

      (d)  Independent  Contractors.  The  parties  agree that the Company is an
independent  contractor of Client,  and nothing in this Agreement will be deemed
to place the parties in any other relationship. As such, neither Company nor its
Representatives shall have authority to enter into or execute any agreement,  to
incur any  liability on behalf of Client,  or to otherwise  act on behalf of the
Client.

      (e) Non-Waiver/Severability. Failure of either party to enforce any of its
rights  hereunder  will not be  deemed  to  constitute  a waiver  of its  future
enforcement  of such  rights  or any other  rights.  If any  provisions  of this
Agreement are held to be invalid,  illegal,  or  unenforceable  under present or
future laws, such  provisions will be struck from the Agreement or amended,  but
only to the extent of their  invalidity,  illegality  or  unenforceability.  The
parties will remain legally bound by the remaining terms of this Agreement,  and
will strive to reform the  Agreement  in a manner as  consistent  as  reasonably
possible with the original intent of the parties as expressed herein.

      (f) Force Majeure.  Either party will be excused from any delay or failure
in  performance  hereunder,  caused by or due to any cause beyond its reasonable
control,  including,  but not limited to acts of God,  earthquake,  flood, third
party labor disputes, utility curtailments,  power failures,  explosions,  civil
disturbances, vandalism, riots, war, governmental actions, and acts or omissions
of third  parties.  The  obligations  and rights of the party so excused will be
extended  on a  day-to-day  basis for the  period  of time  equal to that of the
underlying cause of the delay.

      (g) Governing  Law;  Jurisdiction.  This Agreement will be governed by and
construed in accordance  with the  substantive  laws of the State of California,
without  regard to conflict of law  principles.  Both parties submit to personal
jurisdiction  in California and further agree that any cause of action  relating
to this Agreement shall be brought exclusively in a court in Los Angeles County,
California.

      (h)  Integration.   This  Agreement   expresses  the  complete  and  final
understanding  of the parties with  respect to the subject  matter  hereof,  and
supersedes all prior communications between the parties, whether written or oral
with respect to the subject matter  hereof.  No  modification  of this Agreement
will be binding upon the parties  hereto,  unless in writing and executed by all
of the parties hereto.



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      (i)  Notices.  Except  where other means of  communication  are  expressly
provided for in this  Agreement,  all notices  provided for under this Agreement
will be in  writing,  signed by the party  giving  the same,  and will be deemed
properly  given and  received:  (i) on the next  business day after  deposit for
overnight delivery by an overnight courier service;  or (ii) three business days
after mailing,  by registered or certified mail, return receipt  requested.  All
such notices or other  instruments  or  communications  will be  furnished  with
delivery or postage  charges  prepaid  addressed to the Client at the address in
paragraph 1 of this  Agreement,  or to the Company at the address  listed on the
letterhead  of this  Agreement.  Either party may change its address for notices
hereunder by written notice to the other party.

      (j) Survival.  The respective  obligations of the parties hereto, which by
their  nature  would  continue  beyond the  termination  or  expiration  of this
Agreement,  including without limitation, the obligations under paragraphs 4, 5,
6, 7 and 8 shall survive  termination of this Agreement for the period  provided
by the applicable statute of limitations.


                                      AEGIS EQUITY LLC


                                      By: /s/Patrick Gaynes
                                          ----------------------
                                             Patrick Gaynes
                                             Managing Director


ACCEPTED AND AGREED on this 11th day of November, 2005:

DIGICORP


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



Patient Safety Technologies, Inc.


By: /s/ Milton "Todd" Ault III
    ------------------------------
        Milton "Todd" Ault III
        Chief Executive Officer


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