ASSIGNMENT AGREEMENT

      This Assignment  Agreement (the  "Assignment")  is made as of December 28,
2005 by and among  Patient  Safety  Technologies,  Inc., a Delaware  corporation
formerly known as Franklin Capital  Corporation,  as assignor (the  "Assignor"),
Alan Morelli, as assignee  ("Assignee"),  and Digicorp,  a Utah corporation (the
"Company"). This Assignment memorializes an enforceable verbal agreement entered
into between Assignor and Assignee on or around September 15, 2005.

                                   WITNESSETH:

      WHEREAS,  on or about  December 30, 2004,  the Assignor  entered into that
certain Stock  Purchase  Agreement  dated as of December 29, 2004 (the "Purchase
Agreement") with the shareholders of the Company,  set forth in Section A of the
signature page thereto (the "Principal  Shareholders"),  and the shareholders of
the Company set forth in Section B of the  signature  page  thereto  (the "Other
Shareholders," and together with the Principal Shareholders, the "Sellers");

      WHEREAS,  simultaneously  with  the  execution  of  this  Assignment,  the
Assignor,  certain of the  Sellers  are  entering  into  Amendment  No. 1 to the
Purchase Agreement (the "Amendment Agreement");

      WHEREAS,  the  parties  hereto  desire to assign  certain  obligations  of
Assignor  pursuant  to the terms of the  Purchase  Agreement,  as amended by the
Amendment Agreement, to Assignee;

      WHEREAS, as an inducement and a condition to entering into this Assignment
the Assignor,  certain of the Sellers are entering into the Amendment Agreement;
and

      WHEREAS,  pursuant to the terms hereof,  the Company  desires to grant the
Assignor  and  Assignee  registration  rights with  respect to the resale of the
Registrable Shares;

      NOW,  THEREFORE,  in  consideration  of and for the  mutual  promises  and
covenants contained herein, and for other good and valuable  consideration,  the
receipt of which is hereby  acknowledged,  the parties  hereto  hereby  agree as
follows:

      1. All  capitalized  terms not  defined  herein  shall  have the  meanings
ascribed to such terms in the Purchase Agreement.

      2. For value  received,  Assignor  assigns and  transfers  to Assignee the
obligation  of Assignor  pursuant to the Purchase  Agreement,  as amended by the
Amendment  Agreement,  to purchase one million  (1,000,000)  of the  Registrable
Shares,  subject  to all the  conditions  and terms  contained  in the  Purchase
Agreement,  as amended by the Amendment Agreement.  Subject to the terms of this
Assignment and the terms of the Purchase Agreement,  as amended by the Amendment
Agreement,   the  Assignor  shall  purchase  two  hundred  twenty-four  thousand
(224,000) of the  Registrable  Shares from the Sellers  identified on Schedule I
hereto  and  the  Assignee  shall  purchase  one  million   (1,000,000)  of  the
Registrable  Shares  from the  Sellers  identified  on Schedule I. A copy of the
Purchase  Agreement  is  attached  hereto as Exhibit A and made a part hereof by
reference.


                                       1
<PAGE>

      3. The  obligations of the parties  hereto are subject to and  conditioned
upon the execution of the Amendment Agreement. A copy of the Amendment Agreement
is attached hereto as Exhibit B and made a part hereof by reference.

      4. (a) If at any time after  execution of this  Assignment  by all parties
hereto the Company shall determine to file with the United States Securities and
Exchange   Commission   (the   "Commission")   a  registration   statement  (the
"Registration  Statement")  relating to an  offering  for its own account or the
account of others under the Securities Act of 1933, as amended (the  "Securities
Act"),  of any of its equity  securities  (other than on Form S-4 or Form S-8 or
their then  equivalents  relating to equity  securities  to be issued  solely in
connection  with an acquisition  of any entity or business or equity  securities
issuable in connection with employee  benefit plans),  the Company shall include
in such Registration  Statement all of the Registrable Shares. The Company shall
use its  best  efforts  to  cause  the  Registration  Statement  to be  declared
effective by the Commission as promptly as possible after the filing thereof and
shall  use its best  efforts  to keep the  Registration  Statement  continuously
effective under the Securities Act until the  Registrable  Shares have been sold
pursuant to the Purchase  Agreement,  as amended by the Amendment Agreement (the
"Effectiveness Period").

            (b)  In  connection  with  the  Company's  registration  obligations
hereunder,  the Company  shall:  (i) prepare and file with the  Commission  such
amendments,  including post-effective  amendments, to the Registration Statement
and the prospectus used in connection  therewith as may be necessary to keep the
Registration  Statement  continuously effective as to the Registrable Shares for
the  Effectiveness  Period;  (ii) cause the related  prospectus to be amended or
supplemented by any required  prospectus  supplement,  and as so supplemented or
amended to be filed pursuant to Rule 424  promulgated  under the Securities Act;
(iii) respond as promptly as reasonably  possible to any comments  received from
the  Commission  with respect to the  Registration  Statement  or any  amendment
thereto;  and (iv) comply in all material  respects  with the  provisions of the
Securities Act and the Securities Exchange Act of 1934, as amended, with respect
to the  disposition  of  all  Registrable  Shares  covered  by the  Registration
Statement  during the applicable  period in accordance with the intended methods
of  disposition  by the  Assignor  and  Assignee  set forth in the  Registration
Statement as so amended or in such prospectus as so supplemented.

            (c) The Company shall promptly deliver to the Assignor and Assignee,
without charge, as many copies of the final prospectus or final prospectuses and
each amendment or supplement thereto as they may reasonably request.

            (d) The Company  shall  cooperate  with the Assignor and Assignee to
facilitate the timely preparation and delivery of certificates  representing the
Registrable Shares to be delivered to a transferee  pursuant to the Registration
Statement,  which certificates shall be free, to the extent permitted by law, of
all restrictive  legends,  and to enable such  Registrable  Shares to be in such
denominations  and  registered  in such names as the  Assignor or  Assignee  may
request.


                                       2
<PAGE>

            (e) The  Company  shall pay all fees and  expenses  incident  to the
performance  of  or  compliance  with  this  Section  4,   including:   (i)  all
registration and filing fees and expenses,  including  without  limitation those
related to filings with the Commission;  and (ii) printing  expenses  (including
without limitation expenses of printing  certificates for Registrable Shares and
of printing prospectuses requested by the Assignor or Assignee).

      5. Assignor  agrees to indemnify,  defend,  and hold harmless the Assignee
and his agents, heirs, executors,  administrators,  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 any claim  which  arises in
connection with the sale of the Shares (defined in the Purchase  Agreement) sold
to the Assignee  pursuant to the Purchase  Agreement.  The  foregoing  indemnity
agreement  is in  addition  to any  liability  the  Issuer  may  have  by law or
otherwise.

      6. This  Assignment  shall be construed and interpreted in accordance with
the laws of the State of  California  without  giving  effect to the conflict of
laws rules thereof or the actual domiciles of the parties.

      7. This  Assignment may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original  and all of  which  taken  together  shall
constitute a single Assignment.

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

                                        ASSIGNOR:

                                        PATIENT SAFETY TECHNOLOGIES, INC.
                                        (FORMERLY, FRANKLIN CAPITAL CORPORATION)


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


                                        ASSIGNOR:


                                        /s/ Alan Morelli
                                        ----------------------------------------
                                        Alan Morelli

                     [SIGNATURES CONTINUE ON FOLLOWING PAGE]


                                       3
<PAGE>

                                        DIGICORP


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

               [CONSENT OF SELLERS IS INCLUDED ON FOLLOWING PAGE]


                                       4
<PAGE>

                               CONSENT OF SELLERS

      The  undersigned  Sellers  identified  in the above  Assignment of certain
obligations  pursuant to the Purchase  Agreement  (defined above), as amended by
the Amendment Agreement (defined above), hereby consent to that Assignment.


Dated: Dec. 21, 2005                    /s/ Don J. Colton
                                        ----------------------------------------
                                        Don J. Colton


Dated: Dec. 21, 2005                    /s/ Gregg B. Colton
                                        ----------------------------------------
                                        Gregg B. Colton


                                        AMERICAN DRILLING SERVICES


Dated: Dec. 21, 2005                    By: /s/ Don J. Colton
                                            ------------------------------------
                                            Don J. Colton
                                            President


                                        VERNAL WESTERN DRILLING


Dated: Dec. 21, 2005                    By: /s/ Gregg B. Colton
                                            ------------------------------------
                                            Gregg B. Colton
                                            President


Dated: Dec. 22, 2005                    /s/ Norman Sammis
                                        ----------------------------------------
                                        Norman Sammis


Dated: __________, 2005                 /s/ Glenn W. Stewart
                                        ----------------------------------------
                                        Glenn W. Stewart

               [SIGNATURES OF SELLERS CONTINUE ON FOLLOWING PAGE]


                                       5
<PAGE>

                                        PIONEER OIL AND GAS


Dated: Dec. 21, 2005                    By: /s/ Don J. Colton
                                            ------------------------------------
                                            Don J. Colton
                                            President


Dated: Dec. 29, 2005                    /s/ Andrew Buffmire
                                        ----------------------------------------
                                        Andrew Buffmire


                                        WHISPER INVESTMENT CO.


Dated: __________, 2005                 By: /s/ Todd Groskreutz
                                            ------------------------------------
                                            Todd Groskreutz
                                            Manager


Dated: Dec. 22, 2005                    /s/ John B. Hall
                                        ----------------------------------------
                                        John B. Hall


                                       6
<PAGE>

                                   Schedule I
                        Allocation of Registrable Shares

Alan Morelli:

Holder of                          Number of
Registrable                        Registrable
Shares                             Shares
-----------                        -----------
Don J. Colton                          248,775
Vernal Western Drilling                408,497
Gregg B. Colton                        268,423
Norman Sammis                           14,869
Glenn W. Stewart                        14,869
Andrew Buffmire                         44,567
                                   -----------

Total                                1,000,000
                                   ===========


Patient Safety Technologies, Inc.:

Holder of                          Number of
Registrable                        Registrable
Shares                             Shares
-----------                        -----------
Don J. Colton                           55,725
Vernal Western Drilling                 91,503
Gregg B. Colton                         60,127
Norman Sammis                            3,331
Glenn W. Stewart                         3,331
Andrew Buffmire                          9,983
                                   -----------

Total                                  224,000
                                   ===========

<PAGE>

                                    Exhibit A
                               Purchase Agreement

<PAGE>

                                    Exhibit B
                               Amendment Agreement