EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
September  30,  2005 (the  "Effective  Date") by and  between  Digicorp,  a Utah
corporation, with an office located at 100 Wilshire Boulevard, Suite 1750, Santa
Monica,  CA 90401 (the "Company") and Jay Rifkin,  an individual with an address
c/o Rebel Crew  Films,  Inc.,  4143  Glencoe  Avenue,  Marina Del Rey,  CA 90292
("Rifkin").

      WHEREAS,  the Company has entered into an agreement to acquire  Rebel Crew
Films Inc. (the "Rebel Acquisition"); and

      WHEREAS,  the  Company  desires  to retain the  services  of Rifkin as the
Company's Chief Executive  Officer and, in the event that the Rebel  Acquisition
is  consummated,  Rifkin  is  willing  to be  employed  by the  Company  in such
capacity.

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

      1.  Employment.  Upon the Effective  Date of this  Agreement,  Rifkin will
become the interim President of the Company, subject to termination of the Rebel
Acquisition.  Upon consummation of the Rebel Acquisition,  Rifkin will serve the
Company as its Chief Executive Officer and Rifkin does hereby accept, and Rifkin
hereby agrees to such engagement and employment as the Company's Chief Executive
Officer.  In  addition,  Rifkin  shall  be  elected  to the  Company's  Board of
Directors upon consummation of the Rebel Acquisition and, during the "Employment
Term" (as  defined  below),  shall  also serve as the  Chairman  of the Board of
Directors of the Company.

      2.  Duties.  Rifkin  shall be  responsible  for the  overall  development,
operations and corporate governance of the Company. In addition, Rifkin's duties
shall be such duties and responsibilities as the Company shall specify from time
to time, but only if and to the extent that such duties and responsibilities are
those  customarily  performed by the Chief Executive Officer of a company with a
business  commensurate  with  that  of  the  Company.  Rifkin  shall  have  such
authority,  discretion,  power  and  responsibility,  and shall be  entitled  to
office,  secretarial and other  facilities and conditions of employment,  as are
customary or appropriate to his position. Rifkin shall diligently and faithfully
execute and perform  such  duties and  responsibilities,  subject to the general
supervision  and control of the Company's  Board of  Directors.  Rifkin shall be
responsible and report to the Company's Board of Directors.  Rifkin shall devote
such amount of his time,  attention,  energy,  and skill during normal  business
hours to the  business  and  affairs of the  Company  as he may deem  reasonably
necessary to fulfill his responsibilities hereunder.

Nothing in this Agreement shall preclude Rifkin from devoting reasonable periods
required for:

            (a)  serving  as  a  director  or  member  of  a  committee  of  any
organization or corporation involving no conflict of interest with the interests
of the Company;

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            (b) serving as a consultant in his area of expertise (in areas other
than in connection with the business of the Company), to government, industrial,
business and academic  panels where it does not conflict  with the  interests of
the Company; and

            (c) managing his personal or family  investments  or engaging in any
other  non-competing  business;  provided that such activities do not materially
interfere with the regular performance of his duties and responsibilities  under
this Agreement.

      3.  Efforts of Rifkin.  During his  employment  and while  performing  his
services  hereunder,  Rifkin shall,  subject to the direction and supervision of
the Company's Board of Directors, use his business judgment, skill and knowledge
to  advance  the   Company's   interests   and  to  discharge   his  duties  and
responsibilities hereunder.  Notwithstanding the foregoing, nothing herein shall
be construed as preventing Rifkin from investing his assets in any business.

      4.  Employment  Term. The term of this Agreement  shall commence as of the
Effective  Date and  shall,  unless  terminated  pursuant  to Section 12 of this
Agreement,  and continue for a term of three (3) years (the "Initial Term"), and
shall be  automatically  renewed for  successive  one (1) year terms (a "Renewal
Term") unless a party hereto  delivers to the other party written notice of such
party's intention not to renew at least thirty (30) days prior to the end of the
Initial  Term or the  applicable  Renewal  Term,  as the case may be.  The terms
"Initial  Term" and "Renewal  Term" are  collectively  referred to herein as the
"Employment Term."

      5. Compensation of Rifkin.

            (a)  Compensation.  As  compensation  for the  services  provided by
Rifkin under this  Agreement,  the Company shall pay Rifkin a base salary of One
Hundred Fifty Thousand Dollars ($150,000) for the initial year of the Employment
Term (the "Initial Salary").  The parties acknowledge and agree that the Initial
Salary  does  not  represent  a  market  salary  for an  executive  of  Rifkin's
experience and is based upon the Company's early stage.  The Company agrees that
Rifkin's  salary for  subsequent  periods  should  take into  consideration  the
Company's growth and the market compensation for executives of Rifkin's caliber,
including compensation and benefits such as life insurance.  Irrespective of the
Company's growth, Rifkin's base salary shall increase at least 10% in the second
year of the  Employment  Term and at least  10% more for the  third  year of the
Employment  Term. The compensation of Rifkin under this Section shall be paid in
accordance with the Company's usual payroll procedures.

            (b) Stock  Options.  As a signing  bonus,  the  Company  has granted
Rifkin options from the Company's  existing  Stock Option and  Restricted  Stock
Plan to purchase 4,400,000 shares of the Company's common stock with an exercise
price of $0.85 per share (the fair market value on the grant date),  which stock
options shall vest  annually in equal  portions over a period of three (3) years
from the Effective  Date and shall expire five years after the  Effective  Date.
Rifkin acknowledges that such stock options were granted to him by the Company's
Board of  Directors  on  September  30,  2005.  Rifkin shall also be eligible to
receive shares of the Company's  authorized stock and options to purchase shares
of the Company's  authorized  stock from time to time as determined by the Board
of Directors.  Notwithstanding  the three (3) year term vesting of said options,
all of the options shall  immediately  vest on an accelerated  basis, and remain
exercisable  for a period of five (5) years from the Effective Date on the first
to occur of any of the following:  (i) any "change of control" of the Company or
its business including,  without limitation,  if Rifkin ceases to own a majority
of the  Company's  voting  securities,  (ii)  if the  employment  of  Rifkin  is
terminated by the Company  without  "Cause" (as defined below) or by Rifkin with
"Good  Reason"  (as  defined  below),  or (iii) if the  employment  of Rifkin is
terminated  upon the death or  disability  of Rifkin.  In addition,  the Company
hereby agrees to register its existing Stock Option and Restricted Stock Plan on
a Form S-8 registration statement as soon as the Company is eligible to use such
form so Rifkin may,  subject to Rule 144 under the  Securities  Act of 1933,  as
amended,  exercise the above  options and freely sell the shares of common stock
obtained thereby in the public market.

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            (c) Bonus. In addition to the  compensation  under Sections 5(a) and
5(b) hereof,  Rifkin shall be eligible to receive an annual bonus  determined by
the Board of Directors based on the performance of the Company.

      6.  Benefits.  Rifkin shall also be entitled to participate in any and all
Company  benefit plans in effect from time to time for employees of the Company.
Such  participation  shall  be  subject  to the  terms  of the  applicable  plan
documents and shall include, without limitation health, vision, dental, life and
disability  insurance.  Rifkin shall also be entitled to receive a car allowance
as shall be reasonably determined by the Board of Directors.

      7. Vacation, Sick Leave and Holidays. Rifkin shall be entitled to four (4)
weeks of paid vacation during the first year of the Employment Term and five (5)
weeks per year  thereafter.  In addition,  Rifkin shall be entitled to such sick
leave  and  holidays  at full  pay in  accordance  with the  Company's  policies
established and in effect from time to time.

      8. Business Expenses.  The Company shall promptly reimburse Rifkin for all
reasonable  out-of-pocket  business  expenses  incurred in  performing  Rifkin's
duties and responsibilities hereunder in accordance with the Company's policies,
provided Rifkin promptly  furnishes to the Company adequate records of each such
business  expense.  Rifkin shall be entitled to  reimbursement  for  first-class
airfare and hotel for Company travel.

      9. Location of Rifkin's  Activities.  Rifkin's principal place of business
in the performance of his duties and  obligations  under this Agreement shall be
at a place no more than twenty (20) miles from the current  Santa Monica  office
of the Company.  Notwithstanding the preceding sentence, and subject to Rifkin's
availability,  Rifkin will engage in such travel as may be reasonably  necessary
or appropriate in furtherance of his duties hereunder.

      10. Confidentiality.  Rifkin recognizes that the Company has and will have
business affairs,  products,  future plans,  trade secrets,  customer lists, and
other vital  information  which is  valuable  to the  Company  because it is not
public  and not  required  by  applicable  law to be made  public  (collectively
"Confidential  Information")  that are valuable  assets of the  Company.  Rifkin
agrees  that he shall  not at any time or in any  manner  divulge,  disclose  or
communicate  any  Confidential  Information  to any third  party  (other than to
attorneys and advisors for the Company and/or Rifkin)  without the prior written
consent of the Company's Board of Directors.

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<PAGE>

      11. Non-Competition. Rifkin acknowledges that he has gained, and will gain
extensive  knowledge in the  business  conducted by the Company and has had, and
will have, extensive contacts with customers of the Company. Accordingly, Rifkin
agrees that he shall not compete with the Company,  during the  Employment  Term
and, if the Company terminates his employment with Cause or if Rifkin terminates
his employment  without Good Reason,  then for an additional one (1) year period
immediately after such termination of Rifkin's  employment and shall not, during
such period,  make public  statements  in  derogation  of the  Company.  For the
purposes of this Section 11,  competing  with the Company shall mean engaging as
principal  owner,  officer,  partner,  consultant,  advisor,  either alone or in
association  with others,  in the operation of any entity  engaged in a business
which is similar to and competes  with the "Company  Business".  As used herein,
"Company  Business"  means the  distribution  of video  content  through  retail
marketing channels and peripheral hardware storage devices.

      12.  Termination.  Notwithstanding  any  other  provisions  hereof  to the
contrary,  Rifkin's  employment  hereunder  shall  terminate under the following
circumstances:

            (a) Voluntary  Termination by Rifkin. Rifkin shall have the right to
voluntarily  terminate this  Agreement and his employment  hereunder at any time
during the Employment Term.

            (b) Termination by Rifkin with "Good Reason".  Rifkin shall have the
right to  terminate  this  Agreement  and his  employment  hereunder  with "Good
Reason" at any time during the  Employment  Term. As used herein,  "Good Reason"
shall mean (i)  material  breach of this  Agreement  by the  Company  including,
without limitation,  any diminution in title,  office,  rights and privileges of
Rifkin or failure to receive base salary  payments on a timely basis pursuant to
Section 5(a) of this  Agreement;  (ii)  relocation  of the  principal  place for
Rifkin to provide his services  hereunder to any location  more than twenty (20)
miles away from 100 Wilshire  Boulevard,  Santa Monica,  California 90401; (iii)
failure of the Company to maintain in effect directors' and officers'  liability
insurance  covering Rifkin in compliance  with Paragraph  17(c) below;  (iv) any
assignment or transfer by the Company of any of its rights or obligations  under
this Agreement;  or (v) any change in control of the Company including,  without
limitation,  if Rifkin shall cease to own a majority of the voting securities of
the Company.

            (c)  Voluntary  Termination  by the  Company  Without  "Cause".  The
Company  shall  have the  right to  voluntarily  terminate  this  Agreement  and
Rifkin's employment hereunder at any time after the Initial Term. Termination of
Rifkin's employment pursuant to this Section 12(c) shall not be effective unless
the Company  shall have first  given  Rifkin a written  notice  thereof at least
thirty  (30) days  prior to the  annual  anniversary  of the  Effective  Date of
Rifkin's employment under this Agreement.

            (d)  Termination  for  Cause.  The  Company  shall have the right to
terminate  this  Agreement  and  Rifkin's  employment  hereunder at any time for
"Cause".  As used in this  Agreement,  "Cause"  shall  mean  (i)  continual  and
repeated  willful  refusal  by Rifkin to  substantially  implement  or adhere to
lawful policies or material directives of the Company's Board of Directors, (ii)
material  breach by Rifkin of this  Agreement,  (iii)  Rifkin's  conviction of a
felony that may have a material adverse impact on the Company's  reputation,  or
(iv) the criminal  misappropriation  by Rifkin of funds from or resources of the
Company.  Cause shall not be deemed to exist unless the Company shall have first
given Rifkin a written notice thereof  specifying in reasonable detail the facts
and circumstances  alleged to constitute "Cause" and thirty (30) days after such
notice such conduct  has, or such  circumstances  have,  as the case may be, not
ceased or been remedied.

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<PAGE>

            (e)  Termination  Upon Death or for  Disability.  This Agreement and
Rifkin's employment hereunder shall automatically  terminate upon Rifkin's death
or upon written notice to Rifkin and  certification of Rifkin's  disability by a
qualified  physician or a panel of qualified  physicians  if Rifkin is unable to
perform the duties  contained in this  Agreement for a period beyond twelve (12)
months.

            (f)  Effect of  Termination.  In the event that this  Agreement  and
Rifkin's  employment is  voluntarily  terminated  by Rifkin  pursuant to Section
12(a) without Good Reason,  or in the event the Company  voluntarily  terminates
this Agreement pursuant to Section 12(c) or for Cause pursuant to Section 12(d),
all obligations of the Company and all duties,  responsibilities and obligations
of Rifkin under this Agreement shall cease. Upon such  termination,  the Company
shall:  (i) pay Rifkin such  compensation  pursuant to Section 5(a) equal to all
accrued  compensation  through the date of termination plus all accrued vacation
pay,  reimbursement  and bonuses,  if any; and (ii)  provide,  at the  Company's
expense,  coverage  (A) to  Rifkin  under  the  life,  accident  and  disability
insurance  policies  available to the senior executive  officers of the Company,
and (B) to  Rifkin  and his  dependents  under the  health,  dental  and  vision
insurance plans available to the Company's senior  executive  officers and their
dependents,  in each  case for a period of three  (3)  months  after the date of
termination  or, in the event any of such life,  accident,  disability,  health,
dental or vision  insurance  are not  continued  or Rifkin is not  eligible  for
coverage thereunder due to his termination of employment,  the Company shall pay
for the premiums for equivalent  coverage,  in any event,  for a period of three
(3)  months  after the date of  termination.  In the  event  this  Agreement  is
terminated by the Company  without Cause or by Rifkin with Good Reason,  or upon
the death or disability of Rifkin,  Rifkin shall be entitled to all compensation
pursuant to Section 5 for the period between the effective  termination  date to
the end of the  Employment  Term  pursuant  to  Section  4, plus all  applicable
vacation pay,  reimbursement and bonuses and the same insurance/health  benefits
described above,  but for the entire  remainder of the Employment Term.  Payment
will be made to Rifkin or Rifkin's appointed trustee.

      13. Resignation as Officer. In the event that Rifkin's employment with the
Company is terminated  for any reason  whatsoever,  Rifkin agrees to immediately
resign as an Officer of the Company,  absent some other agreement by the parties
to the contrary.

      14.  Governing  Law,  Jurisdiction  and  Venue.  This  Agreement  shall be
governed by and construed in accordance with the laws of the State of California
without  giving effect to any  applicable  conflicts of law  provisions  and all
actions and proceedings  relating hereto shall be brought  exclusively in courts
of competent jurisdiction located in Los Angeles County, California.

      15. Business  Opportunities.  During the Employment Term, Rifkin agrees to
bring to the attention of the Company's Board of Directors all written  business
proposals  that  come to  Rifkin's  attention  and all  business  or  investment
opportunities  of whatever nature that are created or devised by Rifkin and that
are within the scope of the Company Business.

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      16. Employee's  Representations  and Warranties.  Rifkin hereby represents
and  warrants  that he is not  under  any  contractual  obligation  to any other
company,  entity  or  individual  that  would  prohibit  or impede  Rifkin  from
performing his duties and  responsibilities  under this Agreement and that he is
free to enter into and perform the duties and responsibilities  required by this
Agreement.  Rifkin  hereby  agrees to  indemnify  and hold the  Company  and its
officers,  directors,  employees,  shareholders  and agents harmless from losses
they suffer as a result of his breach of the representations and warranties made
by Rifkin in this Section 16.

      17. Indemnification.

            (a) The  Company  agrees  that if  Rifkin  is  made a  party,  or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal,  administrative  or investigative (a  "Proceeding"),  by reason of the
fact that he is or was a  director,  officer or employee of the Company or is or
was  serving at the  request  of the  Company as a  director,  officer,  member,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  including  service with respect to employee  benefit  plans,
whether or not the basis of such  Proceeding  is Rifkin's  alleged  action in an
official  capacity  while serving as a director,  officer,  member,  employee or
agent,  Rifkin  shall be  indemnified  and held  harmless  by the Company to the
fullest  extent  permitted  or  authorized  by  the  Company's   certificate  of
incorporation  or  bylaws  or,  if  greater,  by the laws of the  State of Utah,
against all cost,  expense,  liability and loss (including,  without limitation,
attorney's fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement)  reasonably  incurred or suffered by Rifkin in
connection therewith,  and such indemnification shall continue as to Rifkin even
if he has ceased to be a director,  member,  employee or agent of the Company or
other  entity and shall inure to the benefit of Rifkin's  heirs,  executors  and
administrators.  The Company shall advance to Rifkin to the extent  permitted by
law all  reasonable  costs and  expenses  incurred by his in  connection  with a
Proceeding  within 20 days after  receipt by the  Company of a written  request,
with appropriate documentation,  for such advance. Such request shall include an
undertaking by Rifkin to repay the amount of such advance if it shall ultimately
be determined  that he is not entitled to be indemnified  against such costs and
expenses.

            (b)  Neither  the  failure of the  Company  (including  its Board of
Directors,   independent   legal  counsel  or   stockholders)  to  have  made  a
determination prior to the commencement of any proceeding  concerning payment of
amounts  claimed by Rifkin that  indemnification  of Rifkin is proper because he
has met the applicable  standard of conduct,  nor a determination by the Company
(including its Board of Directors,  independent  legal counsel or  stockholders)
that Rifkin has not met such  applicable  standard of  conduct,  shall  create a
presumption that Rifkin has not met the applicable standard of conduct.

            (c) During the Employment Term, the Company shall maintain in effect
directors' and officers'  liability  insurance  covering  Rifkin,  with coverage
reasonably satisfactory to Rifkin.

            (d) Promptly  after  receipt by Rifkin of notice of any claim or the
commencement  of any  action  or  proceeding  with  respect  to which  Rifkin is
entitled to indemnity  hereunder,  Rifkin shall notify the Company in writing of
such claim or the  commencement  of such action or  proceeding,  and the Company
shall: (i) assume the defense of such action or proceeding;  (ii) employ counsel
reasonably  satisfactory  to  Rifkin;  and  (iii)  pay the  reasonable  fees and
expenses of such counsel.  Notwithstanding the preceding sentence,  Rifkin shall
be entitled to employ counsel separate from counsel for the Company and from any
other party in such action if Rifkin  reasonably  determines  that a conflict of
interest exists, which makes representation by counsel chosen by the Company not
advisable. In such event, the reasonable fees and disbursements of such separate
counsel for Rifkin shall be paid by the Company to the extent permitted by law.

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            (e) After the  termination of this Agreement and upon the request of
Rifkin, the Company agrees to reimburse Rifkin for all reasonable travel,  legal
and other out-of-pocket expenses related to assisting the Company to prepare for
or defend against any action, suit, proceeding or claim brought or threatened to
be brought against the Company or to prepare for or institute any action,  suit,
proceeding or claim to be brought or  threatened  to be brought  against a third
party arising out of or based upon the transactions  contemplated  herein and in
providing evidence,  producing documents or otherwise  participating in any such
action,  suit,  proceeding  or claim.  In the event Rifkin is required to appear
after  termination  of this  Agreement  at a judicial or  regulatory  hearing in
connection with Rifkin's  employment  hereunder,  or Rifkin's role in connection
therewith, the Company agrees to pay Rifkin a sum, to be mutually agreed upon by
Rifkin and the Company,  per diem for each day of his appearance and each day of
preparation therefor.

      18. Notices.  All demands,  notices,  and other communications to be given
hereunder,  if any, shall be in writing and shall be sufficient for all purposes
if personally  delivered,  sent by facsimile  (with  confirmation of receipt) or
sent by a recognized  overnight  courier  service or by United States  certified
mail,  return receipt  requested,  to the address below or such other address or
addresses as such party may hereafter designate in writing to the other party as
herein provided.

Company                                       Rifkin
Digicorp                                      c/o Rebel Crew Films, Inc.
100 Wilshire Boulevard, Suite 1750            4143 Glencoe Avenue
Santa Monica, CA 90401                        Marina del Rey, CA 90292
                                              With a mandatory copy to:
                                              Susan A. Wolf, Esq.
                                              Ervin, Cohen & Jessup LLP
                                              9401 Wilshire Boulevard, Suite 900
                                              Beverly Hills, CA 90212

Any such notice shall be deemed given upon  personal  delivery,  upon receipt if
sent via facsimile,  upon delivery if by a recognized overnight courier service,
or upon receipt as shown on the United States mail return receipt.

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      19. Entire Agreement.  This Agreement contains the entire agreement of the
parties and there are no other  promises or conditions  in any other  agreement,
whether  oral or written with respect to the subject  matter  contained  herein.
This  Agreement  supersedes  any prior  written or oral  agreements  between the
parties  regarding the subject matter hereof.  This Agreement may be modified or
amended if the amendment is made in writing and is signed by both parties.  This
Agreement  is for the unique  personal  services of Rifkin to the Company and is
not assignable or delegable,  in whole or in part, by Rifkin or the Company. The
headings contained in this Agreement are for reference only and shall not in any
way affect the meaning or interpretation of this Agreement.  If any provision of
this Agreement  (other than regarding  stock options,  compensation or benefits)
shall be held to be invalid  or  unenforceable  for any  reason,  the  remaining
provisions  shall  continue to be valid and  enforceable.  The failure of either
party to enforce any  provision  of this  Agreement  shall not be construed as a
waiver or limitation of that party's  right to  subsequently  enforce and compel
strict compliance with every provision of this Agreement.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall  constitute one and the same  instrument and, in
pleading or proving any provision of this  Agreement,  it shall not be necessary
to produce more than one of such counterparts.

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

DIGICORP:


 /s/ William B. Horne                   /s/ Jay Rifkin
------------------------------         -----------------------------------------
William B. Horne,                      Jay Rifkin
Chief Financial Officer


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