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

        
          

        

      

      
         

      

    

    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

        
          

        

      

      
         

      

    

    (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 interpret-ed 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 counter-parts, 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

        
          

        

      

      
         

      

    

     

    
      
        	 	
                DIGICORP

                


                


                By:
                  /s/
                  William B.
                  Horne                                          
                  

                William
                  B. Horne

                Chief
                  Executive Officer

              


      

    

     

    [CONSENT
      OF SELLERS IS INCLUDED ON FOLLOWING PAGE]

    
       

      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    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

        
          

        

      

      
         

      

    

     

    
      	 	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

        
          

        

      

      
         

      

    


    Schedule
      I

    Allocation
      of Registrable Shares

    


    Alan
      Morelli:

    


    
      	
              Holder
                of 

              Registrable
                Shares

            	 	
              Number
                of 

              Registrable
                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 

              Registrable
                Shares

            	 	
              Number
                of 

              Registrable
                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

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Exhibit
      A

    Purchase
      Agreement

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Exhibit
      B

    Amendment
      Agreement